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CPI Property Group Management Reports 2025

Apr 1, 2025

9326_rns_2025-04-01_ce3c1043-f759-426b-877d-5ff6498f02cf.pdf

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Schlesische Straße 26, Berlin, Germany photo: © CHL

On the cover: Warsaw Financial Center (left ) Warsaw Spire (right )

INTRODUCTION

BUSINESS REVIEW

FINANCE REVIEW

ESG

FINANCIAL STATEMENTS

84 Consolidated financial statements

Letter from the Chairman

Over the last 30 years, CPIPG grew into the largest, most diversified property owner in Central Europe. Reaching this position required hard work and commitment to core principles which guide our business and behaviour as a company.

Rental income is king

CPIPG was founded as a landlord and believes that our local knowledge and expertise make a tangible impact. Every day, our teams are focused on maximizing rents and occupancy, and 2024 was no different: contracted gross rent exceeded €900 million, a clear reflection of the vitality of our business.

In contrast to the softer environment in Germany, offices in Central and Eastern Europe are bustling with activity. CPIPG's retail properties have only minor vacancies, an encouraging sign of consumer demand and confidence. Overall, like-for-like rental growth reached 3% in 2024, with occupancy steady at 92%. During 2025, we intend to maintain momentum while giving extra attention to areas of improvement, such as offices in Berlin and Budapest.

We listen to our stakeholders

CPIPG's growth would not have been possible without the support of our banks and bondholders. Financing drives everything we do, from acquisitions to investment; we engage regularly with our stakeholders and are guided by their opinions.

In 2024, our stakeholders asked CPIPG to prioritise liquidity, financing, and further integration of IMMOFINANZ and S IMMO, which the Group acquired in 2022. I am pleased that we have delivered on all counts.

Beginning in May, CPIPG returned to the capital markets and received more than €7 billion of demand for €1.35 billion of bonds, which were used to fully repay our acquisition bridge financing and a substantial portion of

Dear stakeholders,

2026 and 2027 bond maturities. The Group also closed a €250 million minority equity investment in part of our Polish portfolio. With €1.5 billion of liquidity at year-end, our debt maturities are well-covered through to 2026.

The Group has completed €3.4 billion of disposals since 2022 despite a challenging transaction backdrop, and 2024 was our best year with €1.6 billion of gross proceeds and cash advances received. Disposals have primarily been low-yielding and non-core; CPIPG's net rental income was nearly unchanged in 2024, and the overall quality of our portfolio improved. Ultimately, disposals in 2024 allowed the Group to repay more than €1 billion of gross debt. Disposals and debt repayment remain a priority for the Group in 2025, with €2 billion of disposals targeted in the next three years.

We also took meaningful steps to simplify the Group's corporate structure. In December, IMMOFINANZ (recently renamed CPI Europe) completed the squeeze-out of S IMMO and eliminated a significant layer of complexity. Over the course of 2025, CPIPG expects to take further steps to integrate and streamline our business.

We hope and expect that continued success with disposals, debt repayment and corporate structure simplification will allow the Group to regain our investment grade credit ratings.

Transparency is key

CPIPG is proud of our reputation for open communication. Our management reports, such as this one, are routinely praised for their analytical depth and clarity.

When the Group was attacked by a short seller in 2023 and 2024, we responded swiftly and factually. Our governance and reputation were questioned, but CPIPG had nothing to hide because our disclosure has always been detailed and accurate.

In August, White & Case concluded an extensive review of our governance practices which found no evidence to support the allegations raised by the short seller. Like any report card, areas for improvement were identified and CPIPG has fully adopted all recommendations. Furthermore, in December the Group welcomed Mirela Covașă as our fourth independent board member; for the first time, 50% of the Group's board is independent.

Never stop investing wisely

While large-scale acquisitions are unlikely in the near-term, CPIPG continues to focus on improving the quality and income of our standing portfolio. For instance, we opened a new food court at Nisa shopping centre in Liberec, redeveloped part of STOP SHOP Třebíč (both in the Czech Republic), and completed the development of several retail parks in Croatia. We are also selectively developing residential properties for sale in Prague, which have been a huge success considering the lack of new housing in the country.

All of these principles have and will continue to serve CPIPG well in 2025. Halfway through the current decade, I am optimistic about CPIPG's future.

Thank you for your continued support.

Sincerely,

Edward Hughes Chairman of the Board

Operational highlights

  • Occupancy at 92.1% was unchanged from 2023, but up 0.8% from H1 2024
  • Net rental income was effectively unchanged despite significant disposals supported by 3.0% growth in like-for-like rents
  • Valuations stabilised across most of our portfolio, with a 1.8% drop in 2024 primarily attributable to Germany
  • Construction activity across our region remains limited, leading to a shortage of good office space in CBD locations of many CEE capital cities
  • Consumers (and the retail sector) have been supported by real wage growth after several years of high inflation and energy price volatility

Capital structure

Significant disposals and debt repayment in 2024 resulted in lower LTV and net debt/EBITDA ratios

  • Downgrades by Moody's and S&P did not impact the Group's access to bond or secured loan financing
  • Near-term goal is to stabilise CPIPG's credit ratings, with a return to investment grade within one to two years (or faster, if possible!)
  • Liquidity is strong at €1.5 billion, providing solid coverage of debt maturities through 2026
  • ICR weakened slightly because of the higher cost of financing

Governance

All recommendations from White & Case governance review have been adopted and are nearly completed

Mirela Covașă joined the board of CPIPG as our fourth independent member, increasing the Board's independence to 50%, with COO Zdeněk Havelka also joining the board

Outlook

Intense focus on operational excellence for 2025: rents, occupancy, cost savings

  • We are encouraged by recent actions taken to revive Germany's economy, which will positively impact our portfolio and our region
  • Disposals remain a priority; our target of €1 billion in 2025 is well within reach, considering the improved transaction backdrop and stabilising valuations
  • Further simplification of our corporate structure is another important goal; we intend further actions in 2025

CPIPG accomplished so much in 2024, and I expect 2025 to be equally exciting. I am surrounded by smart, dedicated colleagues, and I know we can get the job done.

Thank you for your continued support of CPIPG.

Sincerely,

David Greenbaum

Dear stakeholders,

Looking back at 2024, I am amazed by all the things CPIPG accomplished. The Group is healthier, more focused, and simpler. However, our work is not complete.

2024 was a year of capital structure repair and refinancing, and a year when CPIPG's focus (happily) shifted from addressing potential challenges – liquidity, financing, short seller attacks – to operational excellence and unlocking potential in our portfolio.

Improved sentiment around the real estate sector and lower European interest rates was helpful. Activity in the market increased: leasing volume, real estate transactions, financing.

Our asset management and leasing teams were busier than ever. Despite headwinds in Berlin and Budapest office, we maintained performance during 2024 by focusing on the quality of our real estate and services, and by meeting the needs of a broad range of tenants. Office leasing activity in Warsaw, Prague and Bucharest was particularly robust. Our retail, residential and hotel properties continued to perform well.

The Group received more than €1.6 billion of gross proceeds and advance payments from disposals, issued €1.35 billion of bonds, and completed more than €700 million of new secured loans. We raised €250 million of fresh equity in Poland, signed a new €400 million revolving credit facility, and repaid €3.2 billion of near-term debt including our acquisition bridge financing.

We enhanced our portfolio through refurbishments and small developments, took a significant step towards a simpler corporate structure through the squeeze-out of S IMMO, and made positive changes to our senior management team, board of directors, and corporate governance. Not bad for one year's work!

There is much to be proud of, and this report has plenty more detail, but I would like to highlight some of the topics which our investors tend to ask about most.

A message from the CEO

Financial highlights for 2024

EPRA NRV

billion

TOTAL ASSETS

€20.6

billion

UNENCUMBERED ASSETS

49%

WAULT

years

PROPERTY PORTFOLIO

€18.2

billion

NET ICR

CONTRACTED GROSS RENT

million

FUNDS FROM OPERATIONS (FFO)

€357

million

LIKE-FOR-LIKE RENTAL GROWTH

CONSOLIDATED ADJUSTED EBITDA

€747

million

NET LTV

OCCUPANCY

92.1%

Property portfolio detail

Segment Country € million Share of total
Office 8,133 44.6%
Germany 2,776 15.2%
Poland 1,588 8.7%
Czech Republic 981 5.4%
Hungary 693 3.8%
Globalworth 601 3.3%
Romania 574 3.1%
Austria 571 3.1%
Other 349 1.9%
Retail 4,912 26.9%
Czech Republic 1,594 8.7%
Romania 618 3.4%
Italy 600 3.3%
Poland 445 2.4%
Hungary 412 2.3%
Slovakia 408 2.2%
Other 835 4.6%
Residential 1,222 6.7%
Czech Republic 863 4.7%
Other 358 2.0%
Hotels 981 5.4%
Czech Republic 276 1.5%
Croatia 222 1.2%
Other 483 2.6%
Complementary assets 2,983 16.4%
Landbank 1,898 10.4%
Development 730 4.0%
Agriculture 165 0.9%
Industry & Logistics 62 0.3%
Other 128 0.7%
Total 18,231 100%

27%

Property portfolio by segment (as at 31 December 2024)

Property portfolio by geography (as at 31 December 2024)

Leading diversified European landlord

Bucharest

Includes pro-rata shares of assets owned by Globalworth.

Portfolio strategy, performance, and goals

  • CPIPG owns a diversified real estate portfolio located in Central and Eastern Europe (CEE)
  • The Group primarily invests in income-generating properties where the scale of our network and deep local knowledge are distinct advantages

After an expansion phase in 2021/2022, the Group has made significant progress on reducing leverage and streamlining our corporate structure

  • • Like-for-like rental growth of 3% in 2024
  • • Group occupancy at 92%

  • • Disposals generated €1.6 billion of gross proceeds and advance payments in 2024 and nearly €200 million of gross proceeds in Q1 2025, with another €200 million signed but not yet closed
  • • Gross debt reduced by €1.1 billion, net LTV declined to 49.6%, net debt/EBITDA declined to 12.1×

  • 2021 2022 2023 2024 35.7% 12.7×

  • CPI PROPERTY GROUP MANAGEMENT REPORT 2024 8

• Valuations dropped 1.8% in 2024, with modest negative performance of Berlin office and Czech residential assets

• Office occupancy in Berlin and Budapest is lagging other

capital cities

Groupwide efforts underway to eliminate costs and

complexity; the first step was completed in 2024 with the

S IMMO squeeze-out

Key messages

Work in progress

going well?

High-yielding portfolio, stable occupancy

Note: Overall occupancy stable as the weighting of the retail segment increased in 2024

Occupancy (%) EPRA topped-up NIY (%)

Gross and net rental income (€ million)

• Overall property portfolio declined by €1.3 billion, mostly due to disposals offset by CapEx spent to further enhance the quality and yield of our portfolio.

  • • Occupancy was stable at 92%, with retail virtually full at 97%. The Group is highly focused on areas of potential improvement (Berlin, Budapest, Czech residential).
  • • Net rental income was nearly unchanged despite disposals. This was driven by higher profits on service charges and lower operating expenses.
  • • Portfolio yield and quality are further rising, with the EPRA topped-up net initial yield at 5.6%, up 1.2% since 2021.

Changes to the property portfolio in 2024 (€ million)

WAULT by segment

Segment WAULT (years)
2024 2023
Office 3.3 3.4
Retail 3.6 3.8
Total Group 3.4 3.5

Top 10 tenants by rental income

Reflecting the Group's retail strategy, many of our largest tenants are grocery stores, Tenant € million Rent as
% of GRI*
WAULT**
(years)
Tenant € million Rent as
% of GRI*
WAULT**
(years)
pharmacies, and fashion retailers catering to daily needs of people at multiple locations
across our portfolio. In the office segment, the Group hosts many regional headquarters
for multinational companies but also caters to a variety of tenants, including SMEs,
10.6 1.2% 3.0 8.7 1.0% 3.0
government linked entities, and many other categories depending on location. Our top
ten tenants represent less than 10% of gross rental income.
Our top ten most valuable assets account for only 12.8% of total portfolio value, are
9.5 1.0% 3.2 8.5 0.9% 4.3
located across capitals in our region and include iconic assets such as the Warsaw Spire
and Quadrio in Prague.
9.5 1.0% 5.4 8.0 0.9% 6.2
The Group's lease maturity profile is well balanced with a WAULT of 3.4 years, which has
been stable for six years; on average, 16% of our leases expire annually through 2029.
9.0 1.0% 2.5 7.7 0.8% 2.8
Top
10
income-generating
assets
8.8 1.0% 2.6 7.3 0.8% 1.5
EPRA
Asset
Value (€ m)
% Total
GLA m²
Location
occupancy
Total 87.6 9.6% 3.5
Asset Value (€ m) % Total GLA m² EPRA
occupancy
Location
myhive Warsaw Spire 367 2.0% 72,000 97.6% Warsaw, PL
SC Maximo 308 1.7% 60,000 100.0% Rome, IT
Warsaw Financial Center 242 1.3% 50,000 94.4% Warsaw, PL
Eurocentrum 227 1.2% 85,000 97.4% Warsaw, PL
Quadrio 232 1.3% 25,000 99.1% Prague, CZ
SC Sun Plaza 215 1.2% 81,000 99.9% Bucharest, RO
Helmholtzstraße 191 1.0% 46,000 77.0% Berlin, DE
FLOAT 187 1.0% 30,000 99.1% Düsseldorf, DE
myhive am Wienerberg Twin Towers 181 1.0% 66,000 91.2% Vienna, AT
VIVO! Cluj-Napoca 178 1.0% 63,000 92.3% Cluj-Napoca, RO
Top 10 as % of total property value 2,329 12.8% 578,000

* Based on annualised headline rent. ** WAULT reflecting the first break option.

CPIPG's portfolio hosts around 7,500 international and local tenants.

Granularity of assets and tenants

Excluding residential properties and reflecting the first break option.

Lease maturity profile

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 10

Strong liquidity and access to financing

Coverage of debt maturities

  • • €1.5 billion of liquidity at year end; debt maturities are well-covered
  • • €3.5 billion of debt repaid or refinanced during 2024
  • • Limited interest rate risk with 95% of our debt fixed and modest maturities in 2025

  • • Issued €1.35 billion of bonds in 2024 after a two-year market absence; transactions were more than 6× oversubscribed
  • Continue to roll over secured bank maturities and sign new loans with attractive margins
  • • Fully repaid all acquisition bridge financing in June

In November, CPIPG entered into a new €400 million revolving credit facility which matures in 2028

CPIPG's credit ratings were downgraded to high yield by S&P in

H1 2024, and by Moody's in early H2 2024

• We intend to regain investment grade ratings by focusing on:

х Continued deleveraging through disposals

х Strong operational performance

х Streamlining of our corporate structure

Key messages

Work in progress

What's going well?

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 11

Successful asset disposals with a diverse pipeline

In 2024, CPIPG received about €1.6 billion of gross disposal proceeds and advance payments. More than €3.4 billion of disposals were completed over the past three years.

About €200 million of gross disposals were closed in Q1 2025, with another €200 million signed but not yet closed. Over €450 million of disposals are under LOI and/or in advanced stages.

  • • CPIPG's total disposal pipeline exceeds €3 billion. The Group targets disposals exceeding €1 billion in 2025 and at least €500 million in 2026 and 2027.
  • The pipeline includes office and retail properties in Germany and Austria, hotels with limited upside potential, non-yielding landbank and assets under development.
  • During 2024, the Group disposed assets on average around book value with an average net yield around 4.7%.

Examples of completed disposals

* closed gross disposal proceeds and advance payments received linked to disposals photo: © Emaar Properties

Disposal track record and targets (gross proceeds in € million)

Switzerland Italy Other

Switzerland Italy Other

Ofce Retail Ofce Ofce Retail

Switzerland Italy Other

Switzerland Italy Other

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 12

Mokotow

2-4, Office,

Warsaw, Poland

Spektrum Shopping Centre, Prague, Czech Republic

CPIPG's property portfolio benefits from scarcity value, diversification and a relatively high EPRA-topped-up net initial yield of 5.6%.

The valuation change in 2024 was modest, with an overall decline of 1.8% or €354 million.

  • • In office, valuations declined by 3.5%, driven by Germany, where our properties are relatively lower-yielding and the economic situation was more challenging.
  • • In retail, valuations increased by 0.6% due to ongoing good performance and lower interest rates.
  • • In residential, valuations declined by 6.1% driven by comparable transaction prices and somewhat lower occupancy in the Czech Republic.
  • • In hotels and other asset valuations were stable to slightly positive, benefiting from lower rates and value-enhancing investments.
  • • CPIPG believes that valuations have reached or are close to the bottom for this cycle.

Modest portfolio revaluation reflects quality −4 −39 −5 −36

* Owner-operated hotels only

−4

Valuation changes 2022-2024(in %) Valuation changes by segment and geography(in € million) Czech Republic Germany Poland Romania Other –224

−0.8%

−1.8%

13 3

30

2

13

−4

6

−0.8%

−5.1%

−1.8%

13 3

−66

30

−22 −18

2

13

−1 −2

6

Czech Republic Germany Poland Romania Other

myhive am Wienerberg, Vienna, Austria

Performance 2024 2023 Change
Total revenues €m 1,627 1,694 (4.0%)
Gross rental income (GRI) €m 926 934 (0.9%)
Net rental income (NRI) €m 795 796 (0.04%)
Net hotel income €m 44 76 (42.5%)
Net business income (NBI) €m 842 874 (3.6%)
Consolidated adjusted EBITDA €m 747 778 (4.1%)
Funds from operations (FFO) €m 357 390 (8.4%)
Net profit for the period €m (197) (877) 77.5%
Financing
structure
31 Dec 2024 31 Dec 2023 Change
Total equity €m 7,820 8,257 (5.3%)
EPRA NRV €m 6,394 7,033 (9.1%)
Net debt €m 9,051 10,220 (11.4%)
Net loan-to-value (Net LTV) % 49.6% 52.3% (2.7 p.p.)
Net debt to EBITDA × 12.1× 13.1× (1.0×)
Secured consolidated leverage % 23.1% 24.0% (0.9 p.p.)
Secured debt to total debt % 46.6% 46.5% 0.1 p.p.
Unencumbered assets to total assets % 48.8% 47.8% 1.0 p.p.
Unencumbered assets to unsecured debt % 185% 174% 11.0 p.p.
Net interest coverage (Net ICR) × 2.4× 2.5× (0.1×)

Assets 31 Dec 2024 31 Dec 2023 Change
Total assets €m 20,564 21,930 (6.2%)
Property portfolio €m 18,231 19,531 (6.7%)
Gross leasable area m2 6,330,000 6,462,000 (2.0%)
Share of green certified buildings1 % 47.7% 40.6% 7.1 p.p.
Occupancy % 92.1% 92.1% 0.0 p.p.
Like-for-like rental growth2 % 3.0% 7.9% (4.9 p.p.)
Total number of properties3 # 592 711 (16.7%)
Total number of residential units # 12,454 13,630 (8.6%)
Total number of hotel rooms4 # 6,708 8,019 (16.3%)

1 According to property portfolio value

2 Based on gross headline rent

3 Excluding residential properties in the Czech Republic

4 In 2023 including hotels operated, but not owned by the Group

Summary of results for 2024

Office segment summary in figures

Office 2024 Office 2023
PP value
(€ million)
Occupancy
(%)
GLA (m2) No. of
properties
PP value
(€ million)
Occupancy
(%)
GLA (m2) No. of
properties
Berlin 2,302 84.8% 878,000 41 2,585 88.7% 937,000 48
Warsaw 1,588 94.8% 505,000 19 1,663 94.3% 526,000 21
Prague 921 95.5% 301,000 19 926 90.9% 300,000 19
Budapest 693 85.0% 329,000 20 688 82.5% 326,000 20
Vienna 571 90.1% 204,000 14 728 92.4% 216,000 18
Bucharest 553 93.1% 298,000 13 516 89.2% 278,000 12
Düsseldorf 461 82.8% 88,000 3 468 77.6% 88,000 3
Other 442 76.5% 291,000 27 672 83.1% 428,000 42
Globalworth 601 563
Total 8,133 88.6% 2,893,000 156 8,808 88.7% 3,097,000 183

Office portfolio: leader in CEE capital cities

  • Significant scale with 2.9 million m² across 156 office properties
  • Focused on capitals: Berlin, Warsaw, Prague, Vienna, Bucharest and Budapest
  • • Local knowledge and experience, plus owning each city's leading platform, give CPIPG a competitive edge
  • Multi-tenant office portfolio with a healthy 12% rent reversion potential led by Berlin and Warsaw where new rents have been consistently above in-place rents

  • • Like-for-like rental growth of 1.6% in 2024 was less than in previous years as inflation indexation made less of an impact
  • • High occupancy in Prague, Warsaw, Bucharest and Vienna
  • • Market sentiment for offices improving in Europe
  • • Working from home is less prominent in CEE
  • • Affordable rents compared to Western Europe and the U.S.

  • • Stable occupancy YoY at 89%, below our target of low- to mid-90s
  • • Localised challenges in specific markets (e.g., Berlin and Budapest)
  • • Focus on disposals of non-core assets in secondary locations

Work in progress

What's going well?

Occupancy is stable at 89%. CPIPG is confident we have the right product for each city and believes that our hands-on approach to asset management will continue to drive results.

Like-for-like office rents increased by 1.6%, a lower figure compared to previous years when indexation significantly contributed to growth. Average rents grew across the portfolio as our multi-tenant office portfolio has a healthy rent reversion potential of 12% across our key cities.

Net rental income decreased by only 3.2% to €388 million, due to the Group's successful disposals across various jurisdictions such as Germany, Austria, Poland and Croatia. The total number of office properties declined from 183 to 156.

Our office tenants are well-diversified across industries.

Professional services (e.g., lawyers, architects), IT companies and financial services (mostly banks) are the Group's largest tenant base. In recent years, new categories have driven growth in Warsaw (public/municipalities) and Bucharest (medical). In Berlin, some of our properties are well suited for precision manufacturing, which has been a stable part of the tenant base for many years.

Market Overview

European office take-up (leasing) grew 5% in 2024. For 2025, Savills expects 4% growth in take-up.

At year-end 2024, the overall European office vacancy rate was approximately 9%, half the global average and well below North America's 22%.

Working from home is not common in the CEE region. Commute times are shorter, with Berlin and Prague benefiting from superb public transportation. Furthermore, dwelling size and housing quality in CEE are lower than "Western" countries. The average number of rooms per person ranges from 1.1 in Poland to 1.8 in Germany versus 2.4 in the U.S.

Office space is affordable in our region. Prime office rents in Berlin are €46/m²/month, €29/m²/month in Prague and €27/m²/month in Warsaw compared to €158/m²/month in central London and €100/m²/month in Paris.

Finally, the supply of new properties in most office markets in CEE remains low due to higher construction and financing costs.

Sources: Savills, JLL, CBRE, McKinsey Global Institute, Time Out magazine, Oliver Wyman Urban Mobility Readiness Index, OECD Better Life Index, Stanford Institute for Economic Policy Research and Eurostat.

Office properties supported by strong fundamentals

Office net rental income (€ million)

Office occupancy rate by city(%)

Office tenants by type (according to headline rent)

GSG Berlin summary in figures

GSG Berlin office 2024 GSG Berlin office 2023
PP value
(€ million)
Occupancy
(%)
GLA (m2) No. of
properties
PP value
(€ million)
Occupancy
(%)
GLA (m2) No. of
properties
Rest-West 1,149 84.9% 426,000 15 1,243 88.5% 426,000 15
Kreuzberg 769 79.9% 193,000 21 839 87.0% 193,000 21
econoparks 384 93.9% 259,000 5 370 93.6% 259,000 5
Total 2,302 84.8% 878,000 41 2,453 88.9% 878,000 41

GSG tenants by type (according to headline rent)

Berlin office: higher rents, occupancy in focus

  • • Portfolio valued at €2.3 billion, offering nearly 900,000 m² of space across 41 properties with more than 1,500 tenants
  • • "Red brick" modernised historical properties, a unique and flexible product offering
  • Berlin remains the #1 city for startups in Germany, with a more dynamic economy growing faster than the national average

• Net rental income increased by 6.4% to €99 million, with 1.9% like-for-like growth

  • • Over 71,000 m² of new leases or prolongations signed in 2024, a 4% increase, with headline rents increasing 49% on average
  • • 700,000 m² of our portfolio were recertified by WiredScore for excellent connectivity, with over 90% receiving Platinum scores
  • GSG is one of the largest producers of solar power in Berlin

• Occupancy at 85% is impacted by space under development (c. 3%), but also reflects the

broader German economy; we hope government action will stimulate growth

• Focus on attracting new tenants outside of the traditional office occupier industries

to take advantage of the unique flexibility of our spaces Expanding offering of flexible ready-to-use workspaces in cooperation with local partners

Work in progress

What's going well?

Berlin portfolio is well-positioned for growth

Berlin office market

Office take-up in Berlin rose by 4.7% to 565,900 m², following declines in previous years, while remaining below the long-term average. At the same time, most tenants tend to prolong their leases, avoiding the extra cost of moving in an uncertain economic backdrop.

Market vacancy in Berlin increased to 6.5% from 4.4% in 2024, due to the completion of developments coupled with softer demand and continued stagnation of the German economy. Approximately 638,000 m² of new office space was delivered in 2024. Average market rents declined by 2.8% to €27.75/m²/month year end 2024. Prime rents stood at €46.25/ m²/month.

Despite only representing 4.5% of the German population and 4.7% of the GDP, 31% of all German start-up investments were made in Berlin-based companies during 2024. In addition, Berlin benefits from the public and associated service sectors which act as stable anchor tenants.

The investment volume for offices in Berlin reached €886 million in 2024, well below previous years.

Higher rents across GSG sub-segments (€/m2)

2021 2022 2023 2024
Rest-West 9.43 10.31 10.94 11.54
Kreuzberg 15.43 17.23 18.39 19.35
econoparks 5.44 5.93 6.51 6.82
Total 9.55 10.34 11.03 11.46

2021 2022 2023 2024 CPI PROPERTY GROUP MANAGEMENT REPORT 2024 18

Plauener Straße 163–165 PP value: €109 million GLA: 82,000 m²

Schlesische Straße 26 PP value: €94 million

Wolfener Straße 32–34 PP value: €109 million GLA: 74,000 m²

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 19

Warsaw office: central locations, actively managed

  • • Portfolio of €1.6 billion offering more than 500,000 m² across 19 properties
  • • #1 office owner in Warsaw
  • Modern, mostly certified green portfolio
  • • €250 million equity investment by Sona Asset Management in part of our Polish portfolio in June established a strong partnership

  • • Occupancy increased by 0.5% to 94.8% as our leasing team successfully managed through some large tenant exits
  • • Nearly 129,000 m² of leases signed in 2024 with longer lease terms, as tenants rethink their long-term office concepts and plans
  • • WAULT increased to 3.5 years
  • • Standardised pre-fit-out, reducing costs and downtime

  • • Net income declined to €79 million primarily due to disposals
  • • Selected capital re-allocation through the planned sale of additional smaller non-core assets
  • • Development opportunity at Prosta 69, where we recently obtained a building permit and are in pre-leasing discussions with anchor tenants

Work in progress

What's going well? 9% 11%

9% 11%

IT

9% 11%

Solid market fundamentals

At year end, Warsaw's modern office stock was 6.29 million m². Modest new supply was delivered in 2024: only 104,000 m² across seven projects. The net supply was even lower, at 63,500 m², as spaces were withdrawn for alternative use.

Only 245,000 m² of office space is under construction, approximately a third of previous years, with the majority expected in 2025. Leasing activity was stable at over 740,100 m². Tenants, particularly larger companies, are also taking a more conservative approach to leasing, renegotiating existing leases (51%) rather than moving. Tenants looking to increase space represented 10% of leasing volume, closer to pre-pandemic levels.

The Warsaw market vacancy rate remained broadly stable at 10.6%. Vacancy in central locations was lower at 8.5%.

Prime office property rents are stable with city centre rents at €27.00/m²/month. Average rents increased slightly by approximately 1% to €20.81/m²/month.

Office investments in Poland significantly increased to €1.3 billion, compared to last year's total office investment volume of €429 million.

Sources: PINK and CBRE.

Warsaw office net rental Warsaw tenants by type (according to headline rent)

Leasing success driving Warsaw office income

The decline in NRI in 2024 is primarily due to disposals.

Warsaw Financial Center, Poland

PP value: €40 million

BUSINESS REVIEW

Quadrio, Prague, Czech Republic

Prague office: high occupancy, low supply

  • • Portfolio of €921 million with 300,000 m² across 19 properties
  • Prague's leading office owner with a long operating history
  • Mix of historic properties and modern, green assets
  • • Focused on central locations and sub-markets with strong fundamentals

  • • Occupancy increased by 4.6% to 95.5%, following the re-letting of previously vacated spaces across several properties
  • • The share of home office workers remains low
  • • Record-high leasing volume with nearly 100,000 m² signed during the year including the market's largest lease
  • • Tenants prefer to extend instead of finding and paying for a new lease

• Expansions were 7% of leases concluded in 2024

• Net rental income decreased by 3% to €47 million driven

by disposals

Investments in existing premises to further improve energy efficiency as part of new leases and lease prolongations

Work in progress

What's going well?

myhive Palmovka, Prague, Czech Republic

myhive Jindřišská 16, Prague, Czech Republic

Prague office market

At year end 2024, Prague's total modern office stock stood at 3.96 million m² with 72,800 m² added during the previous 12 months. This is well below the longterm annual average of c.130,000 m² over previous years. Currently, only 164,300 m² of office space under construction is scheduled for completion between 2025 and 2027.

Gross take-up reached 636,700 m², up 21%

YoY, supported by a strong Q4 24. Tenants from the finance industry (25%), IT sector (18%) and professional services (8%) were the main drivers of demand. New leases and expansions accounted for 33% of take-up, renewals 49%, preleases 16% and subleases only 2%.

Due to the limited completion of new developments and high take-up, the vacancy rate remained stable at 7.3%. The variation across sub-markets remains substantial, with the lowest vacancy rate in Prague 2 (2.6%) and the highest in Prague 3 (19.0%).

Prime rents increased from €27-27.50/m²/month at year end 2023 to €28.50-29.50/m²/month at year end 2024 and average rents in good locations increased from €18.50 to €19.50/m²/month during the same period. Rents continue to grow, driven by healthy demand, a limited supply of high-quality office space and high construction costs.

The investment volume for offices in the Czech Republic increased slightly to €360 million in 2024.

Sources: Prague Research Forum, and CBRE.

Prague office tenants by type (according to headline rent)

Prague office net rental income (€ million)

Stable market with limited supply in central Prague

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 24

myhive Palmovka PP value: €78 million GLA: 26,000 m²

Meteor Centre Office Park PP value: €58 million GLA: 19,000 m²

Luxembourg Plaza PP value: €75 million GLA: 23,000 m²

Key office properties in Prague

Financial Services/ Banking/Insurance

Manufacturing

Flexible Workspaces

37% Budapest's modern office stock reached 4.5 million m² at year end. There were approximately 103,600m² of new completions, with parts owner-occupied. Demand was strong, with a total leasing activity of 502,150 m², an increase of 8% compared to the previous year. Net absorption was positive with 47,665 m².

Construction/Development

Advertisement/PR/ Marketing/Media

Other

Budapest office: focused on quality assets and service

11% 13% Office vacancy increased to 14.1%, representing a 0.6% increase since year end 2023 due to new completions. Vacancy significantly varies by submarket, with 10.6% in CBD and 28.6% in the periphery. Average rents increased by 2.3% YoY to €14.85/m²/month, and prime rents remained at €25/m²/month.

Budapest office market

  • 18% Public/Municipalities Professional Services • Portfolio valued at €693 million, 9% of CPIPG's total office exposure, across 20 properties
  • • Modern, sustainable assets in central locations
  • IT • Highly experienced local team

  • Medical/Pharmaceutical Slight increase in occupancy to 85%

  • Telecom • Like-for-like rents increased 4.4%
  • • Leasing volume slightly increased to nearly 55,000 m², the majority being prolongations
  • • New BREEAM In Use Very Good certifications for 13 office assets and 94 e-charging points installed or ordered

The transaction volume in the Hungarian commercial real estate market reached €387 million, of which €92 million were offices.

Sources: Budapest Research Forum (BRF), CBRE and Cushman & Wakefield.

  • • Occupancy fluctuating in the 80s and currently at 85%, below our long-term target of low- to mid-90s
  • • High share of public and municipality tenants (37%) encouraged by the Hungarian government to relocate to state-owned offices are gradually being replaced by private-sector tenants
  • • Introduction of CPI Club offering tenants additional exclusive services, such as flexible office solutions, ready-to-use options and community management
  • • Sale of smaller non-core assets

Budapest office net rental income (€ million)

  • Work in progress

What's going well? IT

Medical

Manufacturing

Professional Services

Energy

Consumer Goods

Public/Municipalities

Transportation/Logistics

-

26%

15%

14%

11%

10%

8%

5%

4% 3% 1% 4%

34

26%

15%

14%

11%

10%

8%

5%

4% 3% 1% 4%

Financial Services/ Banking/Insurance Other Bucharest office: successful leasing strategy

Bucharest office market

Bucharest's modern office stock was virtually unchanged versus year end 2023 at 3.41 million m²

with only one 16,100 m² project completed. Only one 14,000 m² delivery is expected in 2025, followed by two totalling 50,000 m² in 2026.

Total leasing activity reached a strong 383,000 m², the third highest since 2008. As a result, the vacancy rate decreased by 2.6 % to 12.1%. Average rents remained stable at €15.70/m²/month, while prime rents increased by 2.4% YoY to €21.00/m²/month.

Source: CBRE.

  • • 13 properties valued at €553 million, representing 7% of CPIPG's office portfolio
  • Combined with our investment in Globalworth, CPIPG is one of Bucharest's largest office owners

• Re-letting of spaces that will be vacated, with the first

head of terms already signed for some

  • What's going well?
  • • Net income rose by 10% from €34 to €38 million, driven by 6.2% like-for-like rental growth
  • • Occupancy increased to 93.1% from 89.2% year end 2023 and 84.2% in 2022
  • • Over 77,000 m² in leases signed during 2024, representing over 20% of the total market volume, with 28% of new leases representing expansions
  • • High WAULT of 4.7 years, supported by the signing of longterm leases (10 years+) with tenants from the medical sector such as hospitals

• Planned sale of two standing assets following the successful sale of an office development during 2024

Bucharest office net rental income

Work in progress

Retail portfolio: focused on daily needs

  • • CPIPG is a leading retail landlord in CEE, owning 151 retail parks, 30 shopping centres, hypermarkets, DIY stores and other premises
  • • Limited construction and competition around the region, while disposable income continues to grow
  • • Good yields and stable operations

  • • High and stable occupancy at 97%
  • • Net rental income increased by 4.3% to €366 million
  • • Like-for-like 3.9% rental growth
  • Positive contributions from retail park developments (e.g., Serbia and Croatia)
  • Our portfolio's scale means CPIPG is the first call for tenants expanding in the region

  • Work in progress
  • Continued investments in portfolio quality (e.g., food courts)
  • Selected development of new retail parks in Croatia and extensions of existing shopping centres
  • Tenant turnovers are significantly up, but footfall still lags behind pre-COVID levels
  • Active management of tenant mix to improve customer experience

messages

What's going well?

VIVO! Lublin Shopping Centre, Poland

Retail segment summary in figures

Retail 2024 Retail 2023
PP value (€ million) Occupancy (%) GLA (m2) No. of properties PP value (€ million) Occupancy (%) GLA (m2) No. of properties
Czech Republic 1,594 97.9% 654,000 130 1,581 97.7% 665,000 133
Romania 618 96.6% 245,000 8 598 98.3% 245,000 8
Italy 600 98.2% 198,000 19 610 97.9% 198,000 20
Poland 445 99.1% 260,000 23 440 98.9% 260,000 23
Hungary 412 97.0% 256,000 19 425 96.3% 274,000 21
Slovakia 408 95.1% 250,000 34 397 95.9% 249,000 34
Austria 272 94.4% 107,000 17 294 98.8% 112,000 20
Croatia 186 97.0% 126,000 16 133 100.0% 90,000 12
Serbia 183 100.0% 132,000 14 175 100.0% 126,000 14
Slovenia 150 99.8% 95,000 14 146 100.0% 95,000 14
Germany 8 3.8% 15,000 2 32 49.3% 34,000 6
Globalworth 35 32
Total 4,912 97.1% 2,339,000 296 4,864 97.5% 2,348,000 305

Net rental income (€ million) Retail occupancy rate by country(%)

Retail portfolio: solid performance continues

Household

Sport

Shoes

Entertainment

Other

Fashion

Services

increase in tenant sales on a LfL basis

increase in footfall on a

Increase in footfall LfL basis (million)

Rents in our Czech shopping centres grew by 3.6% on a like-for-like basis, driven by inflation indexation and active leasing management. Leasing activity reached nearly 43,300 m².

CPIPG's retail sales increased 4.8% like-for-like in 2024. Footfall rose 2% across the portfolio, driven by OC Nisa our recently refurbished shopping centre in Liberec, where the new food court increased footfall by 13%. The trend of lower footfall and larger average basket sizes continues, with overall footfall somewhat below pre-pandemic levels, particularly for inner-city centres where hybrid work lowered footfall.

Occupancy increased to 98%, with shopping centres virtually full and vacancies mainly attributable to refurbishments. During 2024, new retailers such as SKA, Five Guys and Parfums Christian Dior entered the market, revitalising the tenant mix. The high occupancy also reflects our investments in existing properties.

Our shopping centres continue to benefit from being highly competitive and attractive to our tenants, with an affordability ratio of 10% (12% in 2019) despite rising rents, labour and energy costs. Increasing sales, easing of supply chains, more stable energy markets and overall inflation decline positively impacted tenants' costs.

Affordability ratio 10.2%

rent, service & marketing charges as a %

Czech shopping centre tenants by type (according to headline rent)

Czech shopping centres: rising sales, low occupier costs

* Excl. one shopping centre sold in 2024

Shopping centres

Shopping centres in the Czech Republic

Nisa City: Liberec PP value: €99 million GLA: 48,000 m²

Olympia Mladá Boleslav City: Mladá Boleslav PP value: €58 million GLA: 21,000 m²

Futurum Hradec Králové City: Hradec Králové PP value: €134 million GLA: 39,000 m²

Futurum Kolín City: Kolín PP value: €34 million GLA: 10,000 m²

Olympia Plzeň City: Plzeň

GLA: 41,000 m²

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 31

STOP SHOP Gmünd, Austria photo: © Christian Stemper

Retail parks: largest portfolio in CEE

The discount-focused and convenience-oriented retail park format is our star performer. Our retail parks are highly efficient in keeping occupier costs low and resilient to higher inflation as our tenants provide day-to-day essentials. Some of the largest tenants are brands such as dm, Deichmann and Pepco.

CPIPG's retail park portfolio spans CEE with approximately 1.1 million m² of GLA, making the Group the region's largest retail park landlord. The portfolio's footprint and reach make us a preferred landlord for leading national and international retailers.

Retail parks are branded with our well-known STOP SHOP and CityMarket brands, which provide price-conscious "smart shoppers" with a consistent and attractive mix of everyday products. Combining this with excellent accessibility and ample parking means our retail parks are the dominant retail concept in the region's secondary and tertiary cities. The Group's retail parks had 98% occupancy at year end, and we are also seeing increased interest from tenants who previously only considered shopping centres.

Hypermarkets and supermarkets

As demonstrated during the pandemic, hypermarkets and supermarkets are a highly stable part of the Group's retail segment.

Turnover in hypermarkets, supermarkets and DIY stores continued to grow throughout the pandemic and subsequent years. This can be attributed to the essential nature of food retailers, passing on inflation to consumers and the trend of higher spending on home improvements over the last years, albeit slowing. Considering the buoyant activity over the previous years, the portfolio remained practically 100% occupied.

CityMarket Svitavy Svitavy, Czech Republic

  • AT Austria
  • HR Croatia
  • CZ Czech Republic
  • HU Hungary

IT – Italy

  • PL Poland
  • RO Romania
  • RS Serbia
  • SI Slovenia
  • SK Slovakia

Czech retail market

The Czech retail market is benefitting from growing consumer spending as real wages and the economy return to growth, albeit slower than its Central and Eastern European peers. Czech retail sales, in nominal terms, are expected to have increased by 4.0% during 2024, with retail spending expected to grow by 2.7% in 2025.

The total stock increased to 3.98 million m² during 2024, with 95,900m² of additional GLA delivered, the majority retail parks. The total shopping centre density remains low at 239 m² per 1,000 inhabitants. A total increase of 121,000 m² is expected by year-end 2025.

Prime rents for shopping centres in Prague remained stable at €142/m²/month and €225/m²/month for high street retail. Retail park rents recorded a healthy growth of 7.4% to €14.50/m²/month for the Prague region.

Retail remains a preferred segment in the investment markets due to attractive yields and the limited supply in the Czech Republic. The country's total transactions reached €1.7 billion, with retail accounting for €745 million across nineteen transactions.

Sources: Cushman & Wakefield.

Italian retail market

The Italian retail market recorded modest growth during 2024, with retail sales growing by 0.6%. Rents for prime shopping centres and retail parks increased by 10% to around €1,100/m²/year and €220/m²/year, respectively. Italy recorded a strong €2.48 billion in retail transactions in Q4 2024, driven by the sale of a supermarket portfolio and shopping centre.

Sources: Cushman & Wakefield, and Trading Economics.

Key retail market statistics

Retail sales
growth 2024
(%)
Retail sales
growth 2025E
(%)
Retail park
prime rent
growth (%)
Shopping
centre prime
rent growth
(%)
Total modern
retail stock
(million m²)
Shopping
centre density
(m²) per 1,000
inhabitants*
Czech Republic 4.6 2.7 7.4 0 4 239
Romania 7.6 3.9 n/a 0 4.5 130
Poland 3.0 3.5 22 23 16.8 273
Hungary 0.1 7.3 0 0 3.1 135
Slovakia 3.3 -0.2 9.5 0 2.2 291
Italy 0.6 1.5 10 10 n/a 229
EU average 355

Sources: Cushman & Wakefield; Moody's Analytics, Savills and Trading Economics. *Last information available.

Real income continues to grow in the CEE region(2010 = 100)

Other retail markets in CEE

Like the Czech Republic, most other CEE retail markets benefit from modern retail only arriving during the current millennium following the end of socialism in the early 1990s. In addition, high-street retail remains limited, particularly outside capital cities. Consequently, the shopping centre density per 1,000 inhabitants remains low: c.130 m² in Romania, c.135 m² in Hungary, c.273 m² in Poland, and up to c.291 m² in Slovakia. The shopping centre density in the EU is on average c.355 m². At the same time, new supply remains limited, except Poland, and is mainly focused on retail parks in the region. In Poland, the largest CEE retail market, supply was higher, with c. 530,000 m² added in 2024.

Demand has remained robust, with retail sales growing across the region in 2024, led by Romania with 7.6% and c.3% growth in Poland and Slovakia. Retail sales in Hungary remained stable. This continued demand can be attributed to real wage growth as inflation returned to normal levels and the ongoing, overall increase in consumption and income towards levels comparable to western markets.

Prime rents for shopping centres in Romania increased from €80/m²/ month to €90/m²/month year-on-year. In Poland, all retail segments recorded positive year-on-year rental growth driven by indexation and strong demand, with prime retail park rents rising up to 22% and prime shopping centre rents up to 23%. Hungary recorded stable prime rents, while in Slovakia prime retail park rents increased to €11.50/m²/month at year end 2024 compared to €10.50/m²/month at year-end 2023.

Central and Eastern European investment markets saw a significant recovery during 2024, with the total volume increasing by 51% across 409 transactions to a total of over €10 billion. Annual retail investment reached €3.5 billion and was the largest segment, accounting for 33% of the total. The high demand can be attributed to the robust operating performance combined with attractive yields, with some transactions starting to exhibit yield compression.

240

Retail market summaries

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 34

Sources: Cushman & Wakefield, Savills and CBRE.

Residential property portfolio by country

CPI BYTY, Česká Lípa, Czech Republic

Group residential net rental income

Residential portfolio: quality and potential

  • Residential assets represent approximately 7% of the Group's portfolio, with a total value of €1.2 billion
  • • Most residential assets are in the Czech Republic (71%), where CPIPG is the second-largest residential property owner through our subsidiary CPI BYTY
  • Disposal of residential assets expected to continue in 2025

  • Continued strong like-for-like rental growth with 6.3% supported by ongoing supply-demand imbalance in housing
  • Ongoing disposal success for German, Austrian and UK residential assets
  • What's going well?
  • • Occupancy remains high in the Czech Republic at 90.9%, but decreased YoY due to apartments vacated for sale and an extensive programme of renovations intended to capture higher rents

  • Preparation of SICAV structure in the Czech Republic to facilitate retail equity investment into CPI BYTY

  • • Residential disposals in Germany are nearly complete, and steady progress is also being made on sales in the UK
  • • Stepping up rent reversion potential of CPI BYTY through refurbishments and re-leasing to increase yields
  • Lower valuation is driven by the decrease in occupancy, comparable transaction pricing and higher CapEx assumptions

progress

CPI BYTY's leading regional platforms

  • 2nd largest rental residential property owner in the Czech Republic
  • Long-term rental strategy with significant upside potential
  • • Rental income is highly diversified
  • Located in popular districts, close to city centres

CPI BYTY, Český Těšín, Ostrava

CPI BYTY, Prague, Czech Republic

Czech residential summary in figures

Czech residential 2024 Czech residential 2023
Region PP value
(€ m)
Occupancy*
(%)
No. of
units
No. of
rented units
PP value
(€ m)
Occupancy*
(%)
No. of
units
No. of
rented units
Prague 107 97.0% 463 449 109 91.8% 463 425
Ostrava region 284 88.0% 4,128 3,631 307 92.1% 4,134 3,809
Ústí region 294 91.3% 4,965 4,535 326 92.5% 4,981 4,609
Liberec region 169 94.2% 2,014 1,897 178 96.6% 2,016 1,947
Central Bohemia 10 98.7% 77 76 10 98.7% 77 76
Total 863 90.9% 11,647 10,588 930 93.1% 11,671 10,866

* Occupancy based on rented units.

CPI BYTY portfolio occupancy (based on rented units) and average in-place rent(CZK/m2/month)

Czech residential market overview

Market rents have been rising in Prague and major regional cities for several years, buoyed by economic factors such as low unemployment, rising wages and inflation. Additionally, residential development has not kept pace with population growth in recent decades, especially in regional cities.

Czech residential property values have grown consistently since 2014, with a temporary decrease recorded between Q4 2022 and Q3 2023. Prices have returned to their original growth trajectory since Q4 2023. During 2024, average apartment sale prices grew 15.3% versus the previous year, increasing by 188% since 2014 to CZK 110,100/m².

The country's lack of affordable housing underpins the Czech residential rental market. In 2024, the Czech Republic had the lowest housing affordability among the 18 countries participating in a Deloitte survey, with an average of 13.3 gross annual salaries required to purchase a standardised dwelling of 70 m².

Rental growth across the Czech Republic picked up in 2024, with an overall price increase of 5.1% in Q3 2024 versus year end 2023. Prague remains the most expensive city with an average rent of CZK 422/m²/month, equivalent to approximately €16.8/m²/month.

The total transaction volume across development projects, brick houses and prefabricated apartment volumes reached around CZK 136.5 billion in 2024, with Prague accounting for around two-thirds of the transactions.

Source: Deloitte Czech Republic.

Comfort Hotel Olomouc, Czech Republic

Hotels portfolio: regional leader in hospitality

  • CPIPG is one of the largest hotel owners in Central Europe and operates in several segments, primarily in congress & convention centres, in capital and regional cities
  • Through CPI Hotels, we operate the hotels collectively, allowing us to benefit from operational efficiencies
  • With a portfolio value of almost €1 billion, the hotels segment adds yield and diversification to the overall portfolio

  • • Continued recovery in travel demand supporting operational performance
  • Strong ADR growth, resulting in a RevPAR growth of +16% YoY
  • ADR growth stemmed from successful revenue management strategies and market-wide pricing improvements

Investor demand for hospitality assets is strong and CPIPG has closed more than €300 million (gross proceeds) of hotel transactions in 2024

  • Portfolio occupancy remains slightly below pre-pandemic levels but is expected to recover gradually, supported by limited new supply
  • Capture opportunities from the expansion in corporate travel and meetings, incentives, conferences and exhibitions (MICE) business, as well as returning foreign guests from Asia and the U.S.
  • Organically growing the portfolio through fully financed development projects in Brno and Budapest

progress

What's going well?

Hotels
segment
summary
in figures
------------------------------ ---- ---------
Hotels 2024 Hotels 2023
PP value
(€ million)
Hotel
rooms
No. of
properties
PP value
(€ million)
Hotel
rooms*
No. of
properties
Hotels operated 516 2,828 13 1,121 8,019 46
Croatia 222 1,107 7 220 1,107 7
Hungary 114 364 1 169 704 4
Austria 98 328 1 95 328 1
Italy 59 688 2 83 752 4
Romania 23 257 1 22 257 1
Russia 0 84 1 0 84 1
Czech Republic 389 4,459 24
Poland 26 106 2
Slovakia 13 222 1
Switzerland 104 0 1
Hotels rented 384 3,880 26 157 671 7
Czech Republic 196 2,745 16 55 171 2
Hungary 58 340 3
Slovakia 43 377 2 31 202 1
Austria 33 201 1 37 201 1
Italy 30 111 2 25 97 1
Poland 24 106 2
Germany 9 2
Hotel JV** 80
Total 981 6,708 39 1,278 8,690 53

* In 2023, Czech Republic and Slovakia include hotels operated, but not owned by the Group.

** Hotel JV refers to the 50% stake in a joint venture with Best Hotel Properties, which owns a portfolio of eight hotel properties in the Czech Republic with a total of 1,556 rooms and CPI Hotels, a.s. the hotel operator. Note that property portfolio amount reflects the pro-rated share of the JV's net asset value.

"Recovery in travel demand and active revenue management are driving operational performance."

Jan Kratina, Director of CPI Hotels

Hotels segment summary

The Group continues to view hotels as a core strategy, adding yield and diversification to our property portfolio. Within this segment, the Group focuses on hotel properties in Central and Eastern European cities, particularly conference and convention centres.

Our hotels operate under various global and regional brands, where we also have exclusive sole rights to the Choice Hotel and Mamaison brands in the region.

In March 2024, the Group completed the formation of a joint venture with Best Hotel Properties ("BHP"), a well-respected Slovak hotel investor and operator. Concurrently, the Group disposed of a 50% stake in a portfolio of eight hotel properties in the Czech Republic and CPI Hotels, the hotel operator. As part of the transaction, the remaining hotel properties operated by CPI Hotels have been reclassified to Hotels Rented, and such incomes will be reported as rental income instead of hotel income.

Furthermore, CPIPG closed the disposal of our mountain resort in Crans Montana in May 2024 and the sale of our portfolio of resort hotels located on the island of Hvar, Croatia was finally closed in Q1 2025.

Hotel portfolio average occupancy and ADR*

* Excluding hotels leased or not operated by CPI Hotels, and Hvar resort hotels that are seasonally operated.

Hotel performance

Total net income from hotels operated and hotels rented amounted to €65 million in 2024. Due to the 50% stake sale of CPI Hotels, the hotel operating entity, income due from the hotel properties operated by CPI Hotels has been reclassified as rental income, as opposed to hotel income previously. The decline in total income derived from hotels compared to last year is primarily due to the hotel JV stake sale and disposal of smaller hotel assets in Prague and Germany.

The average occupancy of the portfolio during FY2024 improved slightly to 61.6%, compared to 59.8% in FY2023. Occupancy still remains shy of pre-pandemic levels of 63.8% in FY2019, but the average daily rate (ADR) grew to €87.0 in FY2024. This represents an increase of 12% vs. last year and 37% vs. 2019. On the whole, revenue per available room (RevPAR) increased to €53.6 for FY2024, a +15.5% growth YoY. The main growth contributor was the Czech Republic, driven by a pick-up in corporate travel and strong business from the MICE segment. Active revenue management efforts, e.g., shifting from lower rate discounted group and tour operator segments into higher-yielding direct bookings, led to higher ADRs and lower costs. Further support came from the 9.7% increase YoY in foreign guests visiting the Czech Republic, particularly Asian inbound travellers. Major events also boosted demand; for example, the Ice Hockey World Championships held in Prague in May 2024 had a positive impact on ADR not only during the event but also pre- and post-event.

Market overview

The hospitality market in the Czech Republic grew tremendously in 2024, largely driven by the surge in both leisure and corporate travel. The market resilience was supported by increased foreign passenger traffic from wellestablished customer segments, e.g., the United States, and a notable rise in arrivals from Asia. Domestic travel was driven by local events and festivals. Prague and Bucharest recorded the highest RevPAR growth amongst the six CEE capital cities in 2024, with a 10.5% increase YoY, while the average for CEE and Europe was at 8.2% and 3.0%, respectively. While occupancy in Prague remains slightly below 2019 levels, it improved from last year with a 5.9% increase. The limited growth in new supply is expected to further support occupancy recovery.

Global hotel demand recovery has led to renewed interest in investment, which is expected to continue in 2025 and beyond. According to JLL, global hotel investment volume is expected to accelerate in 2025 by 15-25% vs 2024. Transactions in the Czech Republic reached €146 million; while investment volumes were 21% higher than 2023, volumes remain below 2019 levels, primarily due to a lack of investable products and pricing gaps between buyers and sellers.

Net hotel income(€ million)

Complementary assets: land and development

  • CPIPG believes that holding land over the long-term is a good investment, particularly in capital cities
  • • Development to sell or hold, plus sales of landbank are significant opportunities for the Group in 2025
  • In general, residential assets are developed for sale, while retail and office are to hold

• The Group's landbank is well located, and includes:

  • х Bubny land plot next to the city centre in Prague
  • х Land bank for mixed-use developments in the periphery of Rome
  • х Several land plots adjacent to our assets in Berlin
  • • Many European cities are suffering from a shortage of residential housing; CPIPG sees significant opportunity in Prague
  • • CPIPG has sold c. €180 million of landbank since 2022

  • Work in progress
  • • Development sales generated €71 million in 2024 as land and development values are realised with further increases expected as more projects are completed
  • • Sales of landbank assets (both small and large) are under consideration; the Group is also considering JVs to develop in certain situations

What's going well?

Complementary assets 2024
PP value
(€ million)
Occupancy
(%)
GLA
(m²)
Potential
GLA (m²)
Potential
GSA (m²)
Land area
(m²)
No. of
properties
Landbank 1,898 28,928,000
Development 730 147,000 76,000 27
Agriculture 165 231,158,000*
Industry & Logistics 62 90.3% 89,000 4
Other 128 2
Total 2,983 90.3% 89,000 147,000 76,000 260,086,000 33

Complementary assets 2023

PP value
(€ million)
Occupancy
(%)
GLA
(m²)
Potential
GLA (m²)
Potential
GSA (m²)
Land area
(m²)
No. of
properties
Landbank 1,979 29,751,000
Development 806 152,000 68,000 32
Agriculture 155 239,555,000*
Industry & Logistics 60 96.8% 87,000 4
Other 117 2
Total 3,117 96.8% 87,000 152,000 68,000 269,306,000 38

* Includes farmland operated, but not owned by the Group.

€730m, 24% €730m, 24%

Developments for sale and special projects

Development activities generate profit and income

Overview of selected developments

Developments are expected to generate significant sales proceeds (estimated value at completion (GDV) in € million)

* Expected rental income at full occupancy

Development is a small (4%) proportion of CPIPG's property portfolio, reflecting our primary focus on income-producing assets. Selective developments allow CPIPG to utilise our existing landbank and generate returns through sales (e.g., residential in Prague) or by holding high-income completed assets (e.g., Croatia retail parks).

Aside from land that is held for long-term value appreciation, the Group's developments can be categorised as follows:

  • • Development to hold (e.g. Retail parks Croatia)
  • • Development to sell (e.g. Czech residential)
  • • Special projects (e.g. UK and UAE residential)

Developments to sell and special projects are currently nonyielding high-quality assets (mostly residential) that can generate significant sales proceeds for the Group over the coming years.

Czech residential developments Žižkovské zahrady Total volume: c. €65m Pre-sales: 56% Financing: c. €58m

Retail Park developments in Croatia

STOP SHOPs Croatia

GDV: c. €46m

Expected rental income at full occupancy: c. €4m

Financing: Addition to existing financing package upon completion

Hotel developments in Budapest

Mamaison Chain Bridge

GDV: c. €17m Expected stabilised NOI: €1.6m Pre-lets: Owner-occupier Financing: c. €8m

Key 2024 macro forecasts for Group core geographies

Actual
annual GDP
growth
2024 (%)
Estimated
annual GDP
growth
2025 (%)
Estimated
annual
inflation rate
2025 (%)
Estimated
unemployment
rate 2025 (%)
Actual gross
public debt
2024
(% of GDP)
Czech Republic 1.1 2.4 2.4 2.7 43
Germany (0.2) 0.7 2.1 3.3 62.8
Poland 2.9 3.6 4.7 2.8 51.5
Romania 0.9 2.5 3.9 5.5 49.6
Hungary 0.5 1.8 3.6 4.3 71.2
EU average 0.9 1.5 2.4 5.9 81

Sources: Eurostat, European Commission Autumn 2024 Economic Forecast and Trading Economics as at 18 February 2025.

Eurozone

The Euro area economy grew by 0.7% YoY in 2024, with an expected GDP growth of 1.3% for 2025.

Within the Eurozone, GDP growth rates saw significant variation across countries. Germany, the largest economy in Europe with a strong focus on industrial production, saw GDP contract during 2024 by 0.2% driven by lower investments in capital goods and buildings due to ongoing high input costs, as well as weaker demand for export-oriented products and services. On the other hand, southern European countries with more service-oriented economies, such as Spain, Greece and Portugal continued to benefit from growth in private consumption driven by tourism.

Beginning in July 2022, the European Central Bank (ECB) raised its key policy rate several times, up to 4.00%. Since June 2024, the ECB has lowered the deposit facility rate several times, with the latest downward revision in March 2025 to 2.50%, as the disinflation process is well on track. The annualised inflation rate in the Eurozone has varied between 1.7% and 2.8% over the past twelve months, and was 2.4% in February 2025. Unemployment remains around historic lows, 6.3% at the end of 2024, supporting consumption and wage growth.

In addition, in March 2025 Germany approved a €1 trillion spending package to enhance defence capabilities and stimulate economic growth, marking a significant departure from its traditional fiscal conservatism.

Central and Eastern Europe

Over the last decade, CEE has benefited from solid fundamentals. Between 2014 and 2024, all of CEE achieved GDP growth rates above the EU27 average, with Poland, Romania and Hungary among the top ten fastest-growing economies in the EU27 bloc and the Czech Republic well above the average.

54 HCOB Eurozone Composite PMI

The trend is expected to continue for the current and next year, with growth rates in CEE above the EU average. GDP grew in 2024 in Poland by 2.9%, Hungary by 0.5%, Romania by 0.9% and the Czech Republic by 1.1%.

Unemployment continued to decline or was stable at already low levels, with the unemployment rate declining during the year by 0.2% to 2.6% in the Czech Republic and by 0.4% to 5.2% in Romania. In Poland and Hungary, the rate remained stable at 3.0% and 4.3%, respectively. Economists typically consider an unemployment rate of 4-5% as full employment.

While inflation had been higher in CEE between 2022 and 2024, inflation across the region came down again, ranging in the low- to mid-single digit percentages. Consequently, central banks in the region decreased their policy rates again. As of January 2025, the Czech Republic recorded an annual inflation rate of 2.8%, Romania 5.0%, Poland 5.3% and Hungary 5.5%. The Czech Koruna has slightly depreciated compared to the Euro since the end of 2023, remaining around its long-term average of about EUR/CZK 25. Countries in the region continue to benefit from low public debt-to-GDP ratios.

The HCOB Eurozone Services PMI stood at 50.7 in February 2025, signalling a service expansion for the third consecutive period.

The HCOB Eurozone Manufacturing PMI stood at 47.3 in February 2025, indicating a contraction in manufacturing output. However, it is also the highest level since February 2023.

Consequently, the weighted average of the service and manufacturing sector, the HCOB Eurozone Composite PMI, remained around neutral levels, with 50.2 in February, as the service sector's expansion offset the decline in manufacturing. Employment remained stable, while business confidence is rising again.

(weighted average service and manufacturing PMI)

Average annual GDP growth 2014-2024

Economic review

The following performance indicators have 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 earnings

A rationale for using EPRA Earnings is that unrealised changes in valuation, gains or losses on disposals of properties and certain other items do not necessarily provide an accurate picture of the company's underlying operational performance. EPRA Earnings measures the underlying operating performance of an investment property company excluding fair value gains, investment property disposals, and limited other items that are not considered to be part of the core activity of an investment property company.

€ million 2024 2023
Earnings per IFRS income statement (197) (877)
Adjustments to calculate EPRA Earnings, exclude:
Changes in value of investment properties, development properties held for investment and other interests (349) (1,145)
Profits or losses on disposal of investment properties, development properties held for investment and other interests (13) (34)
Profits or losses on sales of trading properties including impairment charges in respect of trading properties 3 0
Tax on profits or losses on disposals 0 0
Negative goodwill / goodwill impairment 0 0
Changes in fair value of financial instruments and associated close-out costs (52) (93)
Acquisition costs on share deals and non-controlling joint venture interests 0 0
Deferred tax in respect of EPRA adjustments 19 84
Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) (15) (20)
Non-controlling interests in respect of the above 0 0
EPRA Earnings 208 330
Weighted average number of shares 8,543,376,853 8,631,924,740
EPRA Earnings per Share (EPS) (in €) 0.024 0.038
Company specific adjustments:
Impairments (23) 19
Amortisation, depreciation (30) (47)
Net foreign exchange gain – unrealised 30 62
Net foreign exchange loss – unrealised (14) (140)
Deferred tax in respect of Company specific adjustments 0 5
Company specific Adjusted Earnings 245 435
Company specific Adjusted EPS 0.029 0.050

EPRA performance

€ million EPRA NRV EPRA NTA EPRA NDV
2024 2023 2024 2023 2024 2023
IFRS Equity attributable to owners 4,950 5,568 4,950 5,568 4,950 5,568
Include/Exclude:
Hybrid instruments 0 0 0 0 0 0
Diluted NAV 4,950 5,568 4,950 5,568 4,950 5,568
Include:
Revaluation of IP (if IAS 40 cost option is used) 0 0 0 0 0 0
Revaluation of IPUC (if IAS 40 cost option is used) 0 0 0 0 0 0
Revaluation of other non-current investments 0 0 0 0 0 0
Revaluation of tenant leases held as finance leases 0 0 0 0 0 0
Revaluation of trading properties 0 0 0 0 0 0
Diluted NAV at Fair Value 4,950 5,568 4,950 5,568 4,950 5,568
Exclude:
Deferred tax in relation to fair value gains of IP (1,524) (1,601) (1,493)* (1,577)*
Fair value of financial instruments 37 93 37 93
Goodwill as a result of deferred tax 43 43 43 43 43 43
Goodwill as per the IFRS balance sheet 2 54 2 54
Intangibles as per the IFRS balance sheet 41 33
Include:
Fair value of fixed interest rate debt 394 1,233
Revaluation of intangibles to fair value 0 0
Real estate transfer tax 0 0 0 0
NAV 6,394 7,033 6,321 6,922 5,300 6,704
Fully diluted number of shares 8,369,604,025 8,552,522,791 8,369,604,025 8,552,522,791 8,369,604,025 8,552,522,791
NAV per share (in €) 0.764 0.822 0.755 0.809 0.633 0.784

* (1.) The Company classifies Assets held for sale and Inventories as a part of the portfolio which is intended to be sold. (2.) The Company assumes disposals of Assets held for sale and Inventories through asset deals. (3.) The Company considers local tax legislation and incorporation of the "Directive on the Common System of Taxation Applicable in the Case of Parent Companies and Subsidiaries of Different Member States". (4.) The Company considers disposals of material properties.

EPRA NAV Metrics

The EPRA NAV set of metrics makes adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant information on the fair value of the assets and liabilities of a real estate investment company under different scenarios.

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 (NTA) and EPRA Net Disposal Value (NDV).

EPRA NRV assumes that entities never sell assets and aims to represent the value required to rebuild the entity.

EPRA NTA assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

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.

myhive S-Park, Bucharest, Romania

EPRA cost ratio

EPRA cost ratio is calculated by expressing the sum of property expenses (net of service charge recoveries and third-party asset management fees) and administrative expenses as a percentage of gross rental income.

The EPRA cost ratios are aimed at providing a consistent base-line from which companies can provide further information around costs where appropriate.

(€ million) 2024 2023
Include:
Administrative/operating expense line per IFRS
income statement
302 307
Net service charge costs/fees (36) (30)
Management fees less actual/estimated profit element 0 0
Other operating income/recharges intended to cover
overhead expenses less any related profits
0 0
Share of Joint Ventures expenses 0 0
Exclude (if part of the above):
Investment property depreciation 0 0
Ground rent costs 2 3
Service charge costs recovered through rents but not
separately invoiced
0 0
EPRA Costs (including direct vacancy costs) 265 274
Direct vacancy costs 13 13
EPRA Costs (excluding direct vacancy costs) 251 261
Gross Rental Income less ground rents – per IFRS 923 931
Less: service fee and service charge costs components
of Gross Rental Income (if relevant)
0 0
Add: share of Joint Ventures (Gross Rental Income less
ground rents)
0 0
Gross Rental Income 923 931
EPRA Cost Ratio (including direct vacancy costs) 0.29 0.29
EPRA Cost Ratio (excluding direct vacancy costs) 0.27 0.28

EPRA net initial yield and EPRA 'topped-up' net initial yield

The EPRA NIY (Net Initial Yield) is calculated as the annualised rental income based on passing cash rents, less non-recoverable property operating expenses, divided by the gross market value of the property. The EPRA 'topped-up' NIY is calculated by making an adjustment to EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent-free periods and step rents).

EPRA NIY and EPRA 'topped-up' NIY are aimed at encouraging the provision of comparable and consistent disclosure of yield measures across Europe. These two yield measures can be clearly defined, widely used by all participants in the direct and indirect European real estate market and should be largely comparable from one company to the next and with market evidence.

(€ million) 2024 2023
Investment property – wholly owned* 16,676 17,546
Investment property – share of JVs/Funds 0 0
Trading property (including share of JVs) 0 0
Less: developments 2,665 2,839
Completed property portfolio 14,011 14,707
Allowance for estimated purchasers' costs 100 101
Gross up completed property portfolio valuation 14,111 14,808
Annualised cash passing rental income 883 882
Property outgoings 123 128
Annualised net rents 760 754
Add: notional rent expiration of rent free periods or
other lease incentives
34 46
Topped-up net annualised rent 794 801
EPRA NIY 5.38% 5.09%
EPRA 'topped-up' NIY 5.62% 5.41%

* Including income producing Investment properties reclassified to Assets held for sale.

EPRA vacancy rate

The EPRA vacancy rate is calculated by dividing the market rents of vacant spaces by the market rents of the total space of the whole property portfolio (including vacant spaces).

The rationale for using the EPRA vacancy rate is that it can be clearly defined, should be widely used by all participants in the direct real estate market and comparable from one company to the next.

(€ million) 2024 2023
Estimated rental value of vacant space 79 80
Estimated rental value of the whole portfolio 999 1,020
EPRA Vacancy Rate 7.9% 7.9%

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 46

Split by appraisers and segments

Appraisers % Segments No. of properties /
No. of units*
Valuation
(€ m)
% of total PP
value
Office 55 2,978 16.3%
iO Partners / JLL Retail
62
1,645 9.0%
38% Complementary Assets 11 1,385 7.6%
Residential 11,643 4.7%
Hotels 2 30 0.2%
Retail 169 2,601 14.3%
Office
40
1,960 10.8%
CBRE 27% Hotels 5 1.6%
Complementtary Assets 9 120 0.7%
Residential 9 9 0.0%
Office 41 2,291 12.6%
Savills 14% Complementary Assets 4 130 0.7%
Residential 8 82 0.4%
Complementary Assets 1 524 2.9%
Retail 3 350 1.9%
Colliers 6% Office 4 87 0.5%
Hotels 3 70 0.4%
Residential 19 40 0.2%
Cushman & Wakefield Complementary Assets 6 235 1.3%
Hotels 12 150 0.8%
3% Residential 16 123 0.7%
Retail 42 80 0.4%
Knight Frank 2% Complementary Assets 19 324 1.8%
Retail 18 152 0.8%
Hotels 7 138 0.8%
Other 3% Office 12 131 0.7%
Complementary Assets 2 109 0.6%
Residential 8 25 0.1%
Globalworth 0 645 3.5%
Acquisition 4% Complementary Assets 0 78 0.4%
Hotels 9 273 1.5%
Assets held for sale 3% Complementary Assets 1 104 0.6%
Office 4 85 0.5%
Residential 751 77 0.4%
Retail 2 49 0.3%
Total 18,231 100%

VIVO! Stalowa Wola Poland

CPIPG's valuation approach

Property valuation

The consolidated financial statements for the year ended 31 December 2024 have been 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 property portfolio owned by the Group must be stated at fair value (present value), the regular valuation of these properties by independent experts is recommended.

Valuation reports are prepared according to RICS Standards (RICS Valuation – Professional Standards January 2014), whilst an immaterial amount is prepared according to Czech valuation standards. The Group revalues the entire portfolio annually; CPIPG revalues properties where performance has been exceptional (positively or negatively) for semi-annual periods. Under the terms of the Group's EMTN programme, 90% of the portfolio must be externally valued by a reputable independent valuation company annually.

The property portfolio valuation as of 31 December 2024 is based on reports issued by:

  • • iO Partners (former JLL)
  • • CBRE
  • • Savills
  • • and other appraisers

Entrusting several independent companies with the task of appraising the Group's real estate assets makes the process of determining the value of the Group's property portfolio transparent and impartial. At the same time, the valuation process is centralised for consistent methodology, reporting, and time frame. The compensation paid to appraisers is entirely independent of their appraisal results but reflects the assigned workload measured by the number and the size of assets whose value should be appraised. The following table summarises the number and value of the Group's real estate assets appraised by individual firms and the share of the appraised value in the total valuation. For the purpose of informative value, individual appraisers' workload and valuation results are presented by business segments. The contribution of individual firms to total valuation summarised across business segments is also included.

Oranienstraße 6, Berlin, Germany Indexation and inflation

More than 90% of our lease contracts are subject to indexation and are reflected in the Group's likefor-like rental growth. Increased costs from service charges are passed on as incurred to tenants. Nearly 90% of our leases are EUR denominated.

Portfolio net yields

EPRA Net Initial Yield EPRA Topped-up
Net Initial Yield
Office 5.0%
5.3%
6.0%
Germany 4.2% 4.3%
Poland 5.0% 6.3% 5.7%
Czech Republic 5.6% 5.7%
Hungary 6.1% 6.1%
Romania 7.1% 7.4%
Retail 7.4% 7.5% 7.9%
Czech Republic 6.8% 6.8% 6.8%
Other 7.6%
7.8%
8.4%
Residential 3.6% 3.6% 3.8%
Czech Republic 3.8% 3.8% 3.8%
Total 5.4% 5.6% 6.5%

The table compares yields across various business segments and countries of the Group. The EPRA NIY (Net Initial Yield) is calculated as the annualised rental income based on passing cash rents, less nonrecoverable property operating expenses, divided by the gross market value of the property. The EPRA 'Topped-up' NIY is calculated by making an adjustment to EPRA NIY in respect of the expiration of rentfree periods (or other unexpired lease incentives such as discounted rent-free periods and step rents). The Net Equivalent Yield is calculated as a weighted average of the net initial yield and the reversionary yield, representing the return a property will produce. The reversionary yield is based on the ERV (Estimated rental value) of vacant areas stated by appraisers for each property. The relatively lower EPRA 'Topped-up' Yields compared to Net Equivalent Yields are mainly due to excluding income on vacant spaces.

On a Group basis, our portfolio's EPRA Net Initial Yield increased from 5.1% at the end of 2023 to 5.4% at the end of 2024.

Visualisation of Nová Zbrojovka development, Brno, Czech Republic

Change in portfolio fair value (€ million)

Investment property revaluation (349)
Hotels / PP&E revaluation and depreciation (6)
Total valuation impact (354)
FX impact (62)
Total (416)

Investment property includes office, retail, residential, landbank, hotels rented, industry & logistics

and development.

Other PP&E includes agriculture, photovoltaics and mountain resorts (sold in 2024).

Additions
by
type
(€ million)
2024 2023
Maintenance-related CapEx 125 114
Refurbishment and redevelopment 80 106
New development – yielding assets 133 119
New development – assets for sale 98 37
Total 436 376

The Group has substantial flexibility to reduce discretionary CapEx as required in the future.

Changes to the property portfolio in 2024

  • Capital expenditure and development of €436 million;
  • Disposals of €1,361 million, including primarily the sale of a ski resort in Crans Montana; Czech Hotels JV; S IMMO's office and residential buildings in Germany; and office properties in Vienna, Warsaw, Zagreb and Bucharest;
  • Decrease in fair value of €416 million, driven mainly by negative revaluation and a negative FX impact of CZK vs. EUR;
  • Other movements include other transfers and the change in the value of equity-accounted investees.

Focus on value enhancing CapEx

Additions by country

11

113

Capital structure and financial policy

CPIPG's debt maturity profile

* Other debt comprises non-bank loans from third parties and financial leases.

  • • Strong liquidity at €1.5 billion, combined with signed disposal proceeds, provides ample coverage for debt maturities
  • • Balanced mix of long-dated unsecured and secured financing
  • CPIPG intends to continue addressing maturities early while optimising financing costs to support our ICR

• Net LTV declined to 49.6%, a 2.7% decrease versus 2023

  • • Net debt to EBITDA declined further to 12.1×
  • • Gross debt reduced by over €1.1 billion during 2024
  • • Access to both capital markets and bank financing with €1.35 billion in bonds and over €700 million in bank financing during 2024 with a stable mix of unsecured and secured financing
  • • €250 million minority equity investment by Sona Asset Management closed in June 2024

  • • We intend to regain investment grade ratings by focusing on:
  • х Continued deleveraging through disposals
  • х Strong operational performance
  • х Streamlining of our corporate structure
  • • Upcoming calls / resets of SGD and EUR hybrids: CPIPG continues to evaluate options but favours bondholder friendly solutions

Work in progress

What's going well?

Gateway Office Park, Budapest, Hungary

€5,419m

Helaba

ČSOB

DZ HYP

Unsecured versus secured financing

During 2024, the split between unsecured and secured debt remained nearly unchanged versus the previous year: 53% and 47%, respectively.

Secured Unsecured Split of secured versus unsecured debt

In May 2024, CPIPG issued a benchmark five-year green bond for €500 million and in September 2024, a benchmark seven-year green bond for €700 million followed by three taps totalling €150 million. Financing proceeds raised in 2024 were used to repay the remaining bridge loan, the drawn revolving credit facility, maturing loans and bonds, and to tender for outstanding bonds. The Group also repaid several secured loans attached to disposed assets.

The Group has secured loans from 26 banks.

Secured bank debt by geography

Secured bank debt by bank

Note: Countries represent location of the pledged properties.

Note: Includes €42m of secured non-bank loans

myhive Park Postępu, Warsaw, Poland

Landbank & Development – Other

Unencumbered assets as a % of total assets

Strong liquidity (€ million)

Cash as at 31 December 2024* 1,094
(+) RCF – undrawn amount 400
(+) Other undrawn lines 8
Total liquidity as at 31 December 2024 1,503

* Incl. cash held by assets held for sale.

At year end 2024, between cash and the revolving credit facility, the Group had over €1.5 billion of available liquidity. Our liquidity is supported by a fully undrawn €400 million committed revolving credit facility expiring 2028.

Solid level of unencumbered assets

The Group's unencumbered assets to total assets ratio slightly increased to 49% due to successful disposals and repayment of secured debt. Unencumbered assets primarily consist of offices in the Czech Republic, Romania and Poland, retail premises in the Czech Republic, Romania and Italy, as well as well-located landbanks and residential assets across Europe.

The ratio of unencumbered assets to unsecured debt increased to 185% due to the Group repaying unsecured debt. This ratio is expected to improve as we repay further unsecured financing with disposal proceeds.

The Group prefers senior unsecured financing, but, secured bank markets provide substantially better pricing. Therefore, CPIPG is focused on balancing our unsecured versus secured funding mix and optimising funding costs.

Composition of unencumbered asset portfolio

Warsaw skyline with Oxford Tower, Poland

Average interest rate sensitivity (% p.a.)

Type of liability Share of
external debt
Average interest
rate as at
31 Dec 2024
If market interest
rate +1 p.p.
If market interest
rate +2 p.p.
If market interest
rate +3 p.p.
Bank loan 48% 3.58% 3.65% 3.73% 3.81%
Bonds/Schuldschein 51% 3.49% 3.52% 3.54% 3.56%
Leasing 1% 0.01% 0.01% 0.01% 0.01%
Non-bank loan 0% 7.99% 8.16% 8.33% 8.50%
Total 100% 3.52% 3.57% 3.62% 3.67%

Note: Includes the impact of contracted interest rate swaps.

Fixed versus floating rate debt

During 2024, the portion of fixed-rate debt further increased to 95% (versus 86% at the end of 2023), as the Group repaid our floating rate bridge facility and the drawn portion of the revolving credit facility.

The high share of fixed-rate debt provides a high degree of protection against interest rate volatility. If interest rates on our variable-rate debt increased by 1 p.p., the Group's external debt cost would rise only by 0.05 p.p. In addition to our bonds, which carry fixed coupons, many of our loan agreements utilise interest rate swaps to convert them to a fixed-rate obligation. The Group is also able to make use of a variety of hedging instruments as required to manage the level of fixed and floating-rate debt.

Structure of external debt and average interest rates (€ million)

At the end of 2024, the Group's average cost of debt stood at 3.52%.

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 53

Franz Kafka statue, Quadrio, Prague, Czech Republic

FX sensitivity (CZK depreciation against EUR)

5% 10% 15% 20% 25%
Net LTV +0.3 p.p. +0.6 p.p. +0.9 p.p. +1.2 p.p. +1.4 p.p.
Net ICR
EBITDA (€0.3 m) (€0.6 m) (€0.9 m) (€1.2 m) (€1.4 m)

FFO distribution policy

The Group has retained a substantial portion of our FFO every year. In connection with the investment by Apollo in 2021 via a capital increase, CPIPG raised our payout ratio from 50% to 65%. However, since 2022 CPIPG has substantially cut our annual distributions to reduce leverage and preserve cash. Distributions in 2024 were prudently reduced to 37% of FY2023 FFO.

Long-term stable level of CZK versus EUR since 31 December 2021

Foreign exchange risk

The Group is exposed to fluctuations in foreign currencies, primarily the Czech Koruna (CZK). The impact of foreign exchange is mostly unrealised (non-cash). It arises whenever there is a mismatch between the currency in which a property is valued and the functional currency of the entity into which the property is consolidated. 13% of the property portfolio is valued in CZK and consolidated through sub-holdings into CPIPG, which is a Euro functional currency company. To a lesser extent, there is also an effect related to intra-group loans.

In addition to the non-cash effects, the Group is exposed to foreign currencies (primarily CZK) through rental income and expenses. During 2024, 9% of the Group's gross rental income was received in CZK. However, 24% of the Group's property operating expenses and 22% of administrative expenses were also denominated in CZK, providing somewhat of a natural hedge. As a result, the remaining net exposure to CZK is limited.

Note: The Group's exposure to other currencies is limited since 98% of the Group's annualised headline rent at the end of 2024 was denominated in EUR or CZK.

Note: From 2023 distribution amount based on previous year's FFO

Gross rental income by country

Gross rental income by segment

25 (58) 926
Like-for-Like Acquisitions Development/
Other
Disposals GRI
2024

3%

Results & net assets

Net hotel income was €44 million, versus €76 million in 2023, reflecting the sale of a 50% stake in a portfolio of eight hotel properties in the Czech Republic, including CPI Hotels, the hotels' operator. As part of the transaction, the remaining hotel properties operated by CPI Hotels have been reclassified to Hotels rented, and such income will be reported as net rental income instead of net hotel income.

  • In 2024, net rental income reached the same level as in 2023 (€795 million), with higher profit on service charges and slightly lower operating expenses, offset by lower gross rental income due to disposals.
  • An increase in net development income compared to 2023 is mainly attributable to the sale of a residential project in Prague.

Our focus on continually improving the performance and quality of our assets is reflected in the 3.0% increase in gross rental income on a likefor-like basis.

The like-for-like growth was driven by an increase of rents, partially offset by slightly lower occupancy on a like-for-like basis.

In 2024, the Group generated gross rental income of €926 million, representing a YoY decrease of 1% compared to €934 million in 2023. The decrease reflects the loss of rental income from completed disposals, partially offset by like-for-like rental growth, the contribution from completed developments and the reclassification of hotel income to rental income.

2023
€m
Increase/
(decrease)
Like-for-like gross rental income 2024
€m
2023
€m
Increase/
Czech Republic 208.4 201.6 3.4%
Germany 126.1 125.1 0.8%
Poland 127.6 125.9 1.3%
Romania 104.2 98.9 5.4%
Hungary 87.3 84.5 3.3%
Italy 55.8 51.7 8.0%
Austria 48.9 49.6 (1.4%)
Slovakia 46.8 46.0 1.6%
Other 38.8 36.0 7.8%
Total LfL gross rental income 843.9 819.2 3.0%
Not like-for-like gross rental income
Acquisitions 10.2 6.8
Disposals 30.1 88.6
Development/Other 41.3 19.5
Total gross rental income 925.5 934.1 (0.9%)

Income statement (part 1)

€ million 2024 2023
Gross rental income 926 934
Service charge and other income 417 427
Cost of service and other charges (381) (397)
Property operating expenses (166) (169)
Net rental income 795 796
Development sales 71 0
Development operating expenses (67) 0
Net development income 4 0
Hotel revenue 150 248
Hotel operating expenses (106) (172)
Net hotel income 44 76
Other business revenue 64 85
Other business operating expenses (64) (82)
Net other business income 0 3
Total revenues 1,627 1,694
Total direct business operating expenses (784) (820)
Net business income 842 874
Administrative expenses (137) (138)
Consolidated adjusted EBITDA (excl. other effects) 706 736

Income statement (part 2)

€ million 2024 2023
Consolidated adjusted EBITDA (excl. other effects) 706 736
Net valuation gain / (loss) (349) (1,145)
Net gain / (loss) on the disposal of investment property and subsidiaries (13) (34)
Amortisation, depreciation and impairments (53) (28)
Other operating income 17 12
Other operating expenses (25) (28)
Operating result 284 (487)
Interest income 46 39
Interest expense (362) (348)
Other net financial result (68) (71)
Net finance income / (costs) (384) (380)
Share of profit of equity-accounted investees (net of tax) (15) (20)
Profit / (Loss) before income tax (115) (887)
Income tax expense (83) 9
Net profit / (Loss) from continuing operations (197) (877)

Total interest expense (362) (348)
Interest expense related to leases (1) (2)
Interest expense on bonds issued (138) (105)
Interest expense from bank and other loans (223) (242)
Interest expense (€ million) 2024 2023

Interest expense was €362 million in 2024 compared to €348 million in 2023, reflecting an increase in the average cost of debt, mainly due to new bond issues in May and September 2024.

Funds from operations – FFO (€ million)

Funds from operations (FFO) decreased to €357 million in 2024, down 9% relative to 2023.

Funds from operations – FFOII (€ million)

FFO II, which includes the effect of coupon payments on hybrid bonds, decreased by 10% to €282 million in 2024 relative to 2023.

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 56

Balance sheet

€ million 31 Dec 2024 31 Dec 2023
Non-current assets
Intangible assets and goodwill 86 130
Investment property 16,412 17,263
Property, plant and equipment 374 867
Equity accounted investees 798 717
Other financial assets 253 264
Deferred tax asset 80 118
Other non-current assets 278 188
Total non-current assets 18,282 19,546
Current assets
Inventories 49 74
Trade receivables 208 228
Cash and cash equivalents 1,082 1,023
Assets held for sale 637 723
Other current assets 307 337
Total current assets 2,282 2,384
Total assets 20,564 21,930
Equity
Equity attributable to owners of the Company 4,950 5,568
Perpetual notes 1,580 1,585
Non-controlling interests 1,290 1,105
Total equity 7,820 8,257
Non-current liabilities
Bonds issued 4,870 4,274
Financial debts 4,884 6,326
Deferred tax liabilities 1,456 1,548
Other non-current liabilities 240 224
Total non-current liabilities 11,452 12,371
Current liabilities
Bonds issued 107 209
Financial debts 267 412
Trade payables 184 218
Other current liabilities 734 462
Total current liabilities 1,292 1,302
Total equity and liabilities 20,564 21,930

14,369

23,521

4,682

Total assets Net debt

Property Portfolio (IP, PPE, EAI, OFA, INV, AHFS)

Decrease in PP by €1.3 billion primarily due to:

  • Disposals of €1,361 million, including the sale of a ski resort in Crans Montana, Czech hotels, S IMMO's office and residential buildings in Germany, and office properties in Vienna, Warsaw, Zagreb and Bucharest;
  • Decrease in fair value of €416 million, driven mainly by negative revaluation and a negative FX impact of CZK vs. EUR, and

Partially offset by capital expenditure and development of €436 million.

Equity

Total equity decreased by €437 million, primarily due to:

-€197 loss for the period;

-€107 million translation, revaluation and hedging reserve;

-€145 million share buy-back;

-€116 million of non-controlling interest, mainly due to the completed

squeeze-out of S IMMO;

+€333 million of non-controlling interest sold to Sona Asset Management.

Financial debts and bonds issued

Financial debts (incl. Financial debts linked to AHFS) and bonds issued decreased

by €1.1 billion, especially due to:

the full repayment of the bridge facility of €608 million;

the repayment of RCF of €490 million;

the repayment of the 2026 and 2027 notes of €671 million;

the repayment of secured bank loans related to disposals of €350 million;

the repayment of maturing bonds of €150 million;

partially offset by:

new green bonds of €1,350 million; new secured financing of €135 million.

Total assets

Total assets decreased by €1.4 billion (-6%) to €20,564 million as at 31 December

2024, primarily driven by lower property portfolio value.

Equity ratio

During 2024, total assets went down by 6% especially due to disposals. Also total equity decreased by 5%. As a result, the equity ratio remained at 38% at the end of 2024.

Total assets and net debt(in € million)

During 2024, the Group decreased net debt by €1.17 billion, total assets also went down due to disposals. As a result, the portion of net debt on total assets decreased from 47% at the end of 2023 to 44% at the end of 2024.

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 57

Simplified Group structure

X% = percentage of CPIPG property portfolio value

  • CPIPG aims to return to a streamlined Group structure
  • The first step has been completed with the squeeze-out of minority shareholders in S IMMO
  • • Review of further integration with CPI Europe is underway to optimise capital structure and achieve additional benefits for all stakeholders

Czech Property Investments, a.s.

Properties in: the Czech Republic, Hungary, Poland, Italy, Slovakia, Romania, France

97.3%

* CPIPG controls 2.90% of own shares.

^ CPIPG also holds 3.44% via turbo certificates (i.e. aggregate of 78.44%)

Zakiono Enterprises Limited 50% 2% 61% 4%

Note: Figures as at 31 December 2024. Shareholdings as at 31 March 2025. A full list of the Group's entities and subsidiaries is available in Appendix I of the Financial Statements.

16%

Properties in: the Czech Republic, Poland, France, Italy

12%

Serbia, Slovenia, Italy

Alternative performance measures Definition Rationale
Consolidated adjusted EBITDA Net business income as reported deducted by administrative
expenses as reported.
This is an important economic indicator showing a business's
operating efficiency comparable to other companies, as it
is unrelated to the Group's depreciation and amortisation
policy and capital structure or tax treatment. It is one of the
fundamental indicators used by companies to set their key
financial and strategic objectives.
Consolidated adjusted total assets Consolidated adjusted total assets is total assets as reported
deducted by intangible assets and goodwill as reported.
Company specific Adjusted Earnings A measure derived from EPRA Earnings and reflecting the Group's
specific adjustments.
The rationale for making adjustments other than strictly required
by EPRA Earnings is to arrive at an underlying performance
measure appropriate for the Group's business model.
Company specific Adjusted EPS It is calculated as Company specific Adjusted Earnings divided by
the weighted average number of shares for the period.
EPRA Cost Ratios Administrative and operating costs (including and excluding costs
of direct vacancy) divided by gross rental income.
A key measure to enable meaningful measurement of the changes
in a company's operating costs.
EPRA Earnings Earnings from operational activities. A key measure of a company's underlying operating results and an
indication of the extent to which current dividend payments are
supported by earnings.
EPRA Net Reinstatement Value (NRV) EPRA NRV assumes that entities never sell assets and aims to
represent the value required to rebuild the entity.
Makes adjustments to IFRS NAV to provide stakeholders with
the most relevant information on the fair value of the assets and
liabilities within a true real estate investment company with a
long-term investment strategy.
EPRA Net Tangible Assets (NTA) EPRA NTA assumes that entities buy and sell assets, thereby
crystallising certain levels of unavoidable deferred tax.
EPRA Net Disposal Value (NDV) 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.
debt
EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at
the balance sheet date, less non-recoverable property operating
expenses, divided by the market value of the property, increased
with (estimated) purchasers' costs.
Comparable measures for portfolio valuations. These measures
should make it easier for investors to judge themselves, how the
valuation of portfolio X compares with portfolio Y.
EPRA 'topped-up' NIY This measure incorporates an adjustment to the EPRA NIY in
respect of the expiration of rent-free periods (or other unexpired
lease incentives such as discounted rent periods and step rents).
Comparable measures for portfolio valuations. These measures
should make it easier for investors to judge themselves, how the
valuation of portfolio X compares with portfolio Y.
EPRA Vacancy Rate The EPRA vacancy rate is calculated by dividing the market rents of
vacant spaces by the market rents of the total space of the whole
portfolio (including vacant spaces).
The rationale for using the EPRA vacancy rate is that it can be
clearly defined, should be widely used by all participants in the
direct real estate market and comparable from one company to
the next.
Equity ratio It is calculated as total equity as reported divided by total assets as
reported.
Provides a general assessment of financial risk undertaken.
Funds from operations or FFO It is calculated as net profit for the period adjusted by non-cash
revenues/expenses (like deferred tax, net valuation gain/loss,
impairment, amortisation/depreciation, goodwill etc.) and non
recurring (both cash and non-cash) items. Calculation also excludes
accounting adjustments for unconsolidated partnerships and joint
ventures.
Funds from operations provide an indication of core recurring
earnings.
FFO II It is calculated as Funds from operations (FFO) deducted by interest
on perpetual notes as reported.
Like-for-like gross rental growth It compares the growth of gross rental income of the portfolio that
has been consistently in operation, and not under development,
during the two full preceding periods that are described.
Information on the growth of rental income other than from
acquisitions, disposals and developments, allows stakeholders to
arrive at an estimate of organic growth.
Alternative performance measures Definition Rationale
Net debt/EBITDA It is calculated as Net debt divided by Consolidated adjusted
EBITDA.
A measure of a company's ability to pay its debt. This ratio
measures the amount of income generated and available to pay
down debt before covering interest, taxes, depreciation and
amortisation expenses.
Net ICR It is calculated as Consolidated adjusted EBITDA divided by a sum of
interest income as reported and interest expense as reported.
This measure is an important indicator of a firm's ability to pay
interest and other fixed charges from its operating performance,
measured by EBITDA.
Net Loan-to-Value or Net LTV It is calculated as Net debt divided by fair value of Property
Portfolio.
Net Loan-to-value provides a general assessment of financing risk
undertaken.
Secured consolidated leverage ratio Secured consolidated leverage ratio is a ratio of a sum of secured
financial debts and secured bonds to Consolidated adjusted total
assets.
This measure is an important indicator of a firm's financial
flexibility and liquidity. Lower levels of secured debt typically also
means lower levels of mortgage debt – properties that are free
and clear of mortgages are sources of alternative liquidity via the
issuance of property-specific mortgage debt, or even sales.
Secured debt to total debt It is calculated as a sum of secured bonds and secured financial
debts as reported divided by a sum of bonds issued and financial
debts as reported.
This measure is an important indicator of a firm's financial
flexibility and liquidity. Lower levels of secured debt typically also
means lower levels of mortgage debt – properties that are free
and clear of mortgages are sources of alternative liquidity via the
issuance of property-specific mortgage debt, or even sales.
Unencumbered assets to total assets It is calculated as total assets as reported less a sum of encumbered
assets as reported divided by total assets as reported.
This measure is an important indicator of a commercial real estate
firm's liquidity and flexibility. Properties that are free and clear
of mortgages are sources of alternative liquidity via the issuance
of property-specific mortgage debt, or even sales. The larger the
ratio of unencumbered assets to total assets, the more flexibility a
company generally has in repaying its unsecured debt at maturity,
and the more likely that a higher recovery can be realized in the
event of default.
Unencumbered assets to unsecured
debt
It is calculated as unencumbered assets as reported divided by a
sum of unsecured bonds and unsecured financial debts as reported.
This measure is an additional indicator of a commercial real estate
firm's liquidity and financial flexibility.
Non-financial definitions Definition
Company CPI Property Group S.A.
Property Portfolio value or PP value The sum of value of Property Portfolio owned by the Group
Gross Leasable Area or GLA Gross leasable area is the amount of floor space available to be rented. Gross leasable area is the area for which tenants pay rent,
and thus the area that produces income for the property owner.
Group CPI Property Group S.A. together with its subsidiaries
Net debt Net debt is borrowings plus bank overdraft less cash and cash equivalents; and cash escrow deposits.
Occupancy Occupancy is a ratio of estimated rental value regarding occupied GLA and total estimated rental value, unless stated otherwise.
Property Portfolio Property Portfolio covers all properties and investees held by the Group, independent of the balance sheet classification,
from which the Group incurs rental or other operating income.
Potential Gross Leasable Area after the development is complete. Potential Gross Leasable Area is the total amount of floor space and land area being developed which the Group is planning to rent
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.

Glossary of terms

myhive

Jungmannova

15, Prague, Czech

Republic

Net LTV reconciliation (€ million)

Item per Consolidated financial statements 31 Dec 2024 31 Dec 2023
A Financial debts 5,152 6,738
B Bonds issued 4,978 4,483
C Net debt linked to AHFS 3 22
D Cash and cash equivalents 1,082 1,023
E Property portfolio 18,231 19,531
(A+B+C-D)/E Net LTV 49.6% 52.3%

Unencumbered assets to total assets reconciliation (€ million)

Item per Consolidated financial statements 31 Dec 2024 31 Dec 2023
A Bonds collateral 0 0
B Bank loans collateral 10,532 11,440
Investment property 10,015 10,559
Property, plant and equipment 257 297
Assets held for sale 60 334
Inventories 7 49
Trade receivables 87 100
Bank accounts 31 42
Other financial assets 75 60
C Total assets 20,564 21,930
(C-A-B)/C Unencumbered assets ratio 48.8% 47.8%

Unencumbered assets to unsecured debt reconciliation

(€ million)

Item per Consolidated financial statements 31 Dec
2024
31 Dec
2023
A Total assets 20,564 21,930
B Bonds collateral 0 0
C Bank loans collateral 10,532 11,440
D Total debt 10,145 11,257
E Secured bonds 0 0
F Secured financial debts 4,727 5,232
(A-B-C)/(D-E-F) Unencumbered assets to unsecured debt 185% 174%

Consolidated adjusted EBITDA reconciliation (€ million)*

* Includes pro-rata EBITDA of Equity accounted investees
A+B+C Consolidated adjusted EBITDA 747 778
C Other effects 41 42
B Administrative expenses (137) (138)
A Net business income 842 874
Item per Consolidated financial statements 2024 2023

Property portfolio reconciliation (€ million)

31 Dec 2024 31 Dec 2023
Investment property – Office 7,424 8,035
Investment property – Retail 4,808 4,801
Investment property – Landbank 1,796 1,930
Investment property – Residential 1,126 1,424
Investment property – Development 663 726
Investment property – Hotels rented 353 102
Investment property – Agriculture 149 139
Investment property – Industry & Logistics 61 60
Investment property – Other 33 44
Property, plant and equipment – Hospitality 275 775
Property, plant and equipment – Other 40 18
Property, plant and equipment – Agriculture 17 16
Property, plant and equipment – Residential 6 6
Property, plant and equipment – Office 2 3
Property, plant and equipment – Landbank 1 1
Property, plant and equipment – Development 11
Property, plant and equipment – Retail 1
Inventories – Development 41 65
Inventories – Landbank 1 2
Equity accounted investees 793 717
Assets held for sale 589 653
Other non-financial assets 55
Total 18,231 19,531

Key ratio reconciliations

Secured debt to total debt reconciliation (€ million)

Item per Consolidated financial
statements
31 Dec
2024
31 Dec
2023
A Secured bonds 0 0
B Secured financial debts 4,727 5,232
C Total debt 10,145 11,257
Bonds issued 4,978 4,483
Financial debts* 5,167 6,774
(A+B)/C Secured debt as of Total debt 46.6% 46.5%

* Includes Financial debts linked to AHFS.

Secured consolidated leverage ratio reconciliation (€ million)

Item per Consolidated financial statements 31 Dec 2024 31 Dec 2023
A Secured bonds 0 0
B Secured financial debts 4,727 5,232
C Consolidated adjusted total assets 20,478 21,800
Total assets 20,564 21,930
Intangible assets and goodwill 86 130
(A+B)/C Secured consolidated leverage ratio 23.1% 24.0%

Equity ratio reconciliation (€ million)

Item per Consolidated financial
statements
31 Dec
2024
31 Dec
2023
A Total assets 20,564 21,930
B Total equity 7,820 8,257
B/A Equity Ratio 38% 38%

Net debt/EBITDA reconciliation (€ million)

Item per Consolidated financial
statements
31 Dec
2024
31 Dec
2023
A Net debt 9,051 10,220
B Net business income 842 874
C Administrative expenses (137) (138)
D Other effects 41 42
A/(B+C+D) Net debt/EBITDA 12.1× 13.1×

Net interest coverage ratio reconciliation (€ million)

Item per Consolidated financial
statements
2024 2023
A Interest income 46 39
B Interest expense (362) (348)
C Consolidated adjusted EBITDA 747 778
C/-(A+B) Net ICR 2.4× 2.5×

Like-for-like rental growth (€ million)

Item per Consolidated financial
statements
2024 2023
Gross rental income 926 934
Like-for-like gross rental income 844 819
Not like-for-like gross rental income 82 115

Funds from operations (FFO) reconciliation (€ million)*

Item per Consolidated financial statements 2024 2023
A Net profit/(Loss) for the period (197) (877)
B Deferred income tax 21 110
C Net valuation gain or loss on investment property (349) (1,145)
D Net valuation gain or loss on revaluation of derivatives (52) (93)
E Net gain or loss on disposal of investment property and subsidiaries (13) (34)
F Net gain or loss on disposal of PPE/other assets 2 1
G Impairment/Reversal of impairment (23) 19
H Amortisation/Depreciation (30) (47)
I Other non-cash items (15) (50)
J GW/Bargain purchase 0 0
K Other non-recurring costs (70) (18)
L Other non-recurring income 10 30
M Share on profit of equity accounted investees/JV adjustments (15) (20)
N Other effects 21 22
(A-B-C-D-E-F-G-H-I-J-K-L-M+N) Funds from operations 357 390

* Includes pro-rata FFO of Equity accounted investees

FFO II reconciliation (€ million)

Item per Consolidated financial
statements
2024 2023
A Funds from operations 357 390
B Interest on perpetual notes (73) (76)
A+B Funds from operations II 282 314

EPRA NTA deferred tax reconciliation (€ million)

Inventories Residual tax value
of properties
Tax Rate Fair value of properties Tax
Total as at 31 Dec 2024 42 19%-33.3% 42
Total as at 31 Dec 2023 67 19%-33.3% 67

Car charging station at Amperium an Humboldthain, Berlin

Group ESG strategy Solar panels, Gustav Meyer Allee 25, Berlin, Germany

The Group understands the importance of a solid Environmental, Social and Governance (ESG) strategy and framework to align the entire organisation and stakeholders towards our ESG goals. Under the guidance and supervision of the Board of Directors and ESG committee, the Executive Management is responsible for implementing the ESG strategy and ensure the performance of targets and commitments are met.

The Group's ESG principles focus on promoting a sustainable approach towards real estate development and management. Our operations are built upon pursuing a sustainable business model that allows us to achieve our business objectives without placing an excessive burden on the environment and contributes to environmental protection and the development of local communities. Furthermore, the Group assumes an active role in managing our assets to continually improve environmental performance, quality and resilience. Our Group culture is formed to encourage pro-active contributions from all employees, tenants, customers, and stakeholders to meet all our objectives in compliance with our principles.

The Group believes that good corporate governance safeguards the interests of our stakeholders, including shareholders, bondholders, lenders, tenants and employees. Our objectives are excellence and transparency in our management controls, external reporting and internal procedures. We believe this supports a corporate culture, which is balanced between entrepreneurial spirit and the identification, control and prevention of risk.

The Group continually reviews and implements industry best practices with respect to corporate governance and has adjusted our internal practices to meet international standards. As part of our commitment to transparency for our stakeholders, the Group engaged White & Case to conduct a fresh review of our compliance, governance, related party transactions and other policies. Enhancements to governance were also suggested by White & Case and have been adopted by the Group.

The Group aims to communicate regularly and transparently with our shareholders and stakeholders and to provide regular updates on our website.

A full sustainability statement, in accordance with the European sustainability reporting standards (ESRS), and EU Taxonomy will be published in April 2025 including a limited assurance report.

Quadrio, Prague, Czech Republic

Governance review by White & Case

  • In August 2024, White & Case concluded a governance review of CPIPG in response to allegations made by a short seller. The review was successfully completed with no misconduct found to substantiate the claims.
  • • White & Case made several recommendations to enhance the Group's governance, which have been mostly implemented. The Group is currently working on the final recommendation, which involves disposing of selected small assets.

Implementation status of White & Case recommendations

Separating the family office from CPIPG COMPLETED

  • х Vítek Family Office (VFO) has been established.
  • х Service agreement in place.
  • х Employees of VFO are using dedicated emails.

Avoiding conflicts of interest when engaging third parties & advisors; updates to key policies COMPLETED

  • х Adopted framework of engaging separate and independent advisors for each party in related party transactions.
  • х Review and update of all existing and new policies, which were approved by the Board on 29 November 2024 and are in effect.

Further strengthening our compliance function COMPLETED

  • х Group compliance officer was appointed, to whom local compliance officers report.
  • х Additional e-learnings and face-to-face trainings were conducted.
  • х Technology and IT tools to augment procedures & systems to automated processes have been implemented and are in place since Q1 2025.

Sales of selected assets TARGET COMPLETION BY 30 JUNE 2025

  • х CPIPG is preparing for the assets to be disposed either to Mr. Vítek or to third parties.
  • х V Team Prague, s.r.o. has been dissolved and the sponsorship arrangement by CPIPG has been terminated.
  • х Eurocraft Cantieri Navali (ECN) is in the process of disposal to Mr. Vítek.

Group governance summary

GROUP INTERNAL AUDIT Warsaw Stock Exchange Budapest Stock Exchange Vienna Stock Exchange Frankfurt Stock Exchange

Assurance

Current external auditor

Sustainability reporting

Disclosure & compliance

The Group's securities are listed on the following regulated stock exchanges:

Increasing the number of independent directors to four, which now represents 50% of the board members

Executive Management

David Greenbaum

Chief Executive Officer

David Greenbaum was appointed Chief Executive Officer of CPI Property Group in November 2023. David previously held the role of CFO of CPIPG from February 2018. David joined CPIPG after sixteen years at Deutsche Bank, where he was most recently co-head of Debt Capital Markets for the CEEMEA region.

Zdeněk Havelka

Chief Operating Officer

Zdeněk Havelka was appointed Chief Operating Officer of CPI Property Group in November 2023. Zdeněk is responsible for the Group's operational risk management, communications and IT. Zdeněk has been at CPIPG since 2002, during which time he has held Chief Financial Officer, Chief Executive Officer and Executive Director roles.

Pavel Měchura

Chief Financial Officer

Pavel Měchura was appointed Group Chief Financial Officer of CPI Property Group in December 2024. Since February 2018, he served as the Group Finance Director. Pavel is responsible for the Group's accounting and reporting, consolidation, valuations and strategic planning. Pavel joined CPIPG in 2010 and prior to that, spent six years with KPMG.

Fully Independent Audit and Remuneration Committees

Board of Directors

Edward Hughes Chairman of the Board

  • Independent, non-executive member
  • Age: 58
  • Board tenure: eleven years total, ten years as Chairman (since 2014)
  • Committees: Audit Chair, Investment and Remuneration

Mirela Covașă

Partner and Co-Founder of ETOS Academy; Former CFO of NEPI Rockcastle

  • Independent, non-executive member
  • Age: 42
  • Board tenure: since 2024
  • Committees: Audit, ESG and Remuneration

David Greenbaum CEO and Managing Director

  • Executive member
  • Age: 47
  • Company tenure: six years (since 2018)
  • Committees: ESG and Investment

Omar Sattar

Head of Investments, Colliers Czech Republic

  • Independent, non-executive member
  • Age: 53
  • Board tenure: five years (since 2019)
  • Committee: ESG Chair, Investment and Remuneration

Tim Scoble Former CEO of GuocoLeisure Ltd

  • Non-independent, non-executive member
  • Age: 68
  • Board tenure: three years (since 2021)

Full bios can be found on the Group website: https://cpipg.com/en/about-us#board-of-directors

Zdeněk Havelka

Chief Operating Officer and

Managing Director

  • Executive member
  • Age: 46
  • Company tenure: 23 years (since 2002)
  • Committees: Investment

Jonathan Lewis

Former Real Estate Partner at CMS UK

  • Independent, non-executive member
  • Age: 69
  • Board tenure: four years (since 2020)
  • Committee: Remuneration

Philippe Magistreitti

Former Chairman of

Remontées mécaniques de Crans Montana Aminona (CMA) SA

Non-executive member

Age: 68

Board tenure: eleven years (since 2014)

The Group believes that good corporate governance is critical to safeguard the interests of all our stakeholders: shareholders, bondholders, lenders, tenants, employees, suppliers and contractors, communities and local authorities.

The Group's corporate governance practices primarily follow the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (the 'The X Principles'). The Group's equity and debt securities are listed on several regulated exchanges, including Frankfurt, Luxembourg, Dublin, Tokyo, Warsaw, Vienna and Budapest. In each listing venue, the Group must also comply with applicable disclosure and governance rules.

CPIPG has implemented industry best practices with respect to corporate governance policies and external reporting. In 2019, the Group approved the 'Code of Business Ethics and Conduct of CPI Property Group' (the 'Code of Ethics') 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 corporate social responsibility (CSR).

In 2023, the 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 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 Group's stakeholders. Additionally, the Group's policies have been recently reviewed and updated by White & Case in 2024. Furthermore, the Group initiated a programme to implement the new EU NIS2 Directive requirements. These efforts underscore the Group's dedication to fostering a culture of integrity, accountability, and compliance across all facets of its operations.

The X Principles

CPIPG primarily follows the X Principles of Corporate Governance of the Luxembourg Stock Exchange.

The X Principles provide companies with guidance in the application of corporate governance rules and have evolved over time in line with changes in regulations and market practices. The X Principles are based on Luxembourg legislation regarding commercial companies, and specifically on the financial regulations that are applicable to companies listed on the Luxembourg Stock Exchange (and in general to all companies listed in the EU). The X Principles can be summarised as follows:

I. Corporate Governance Framework

The Company has adopted the X Principles as its main corporate governance framework. The Board of Directors considers corporate governance as vital for the Company's operation and progress. The Board regularly reviews the governance policies, works of its committees and communications with shareholders and investors. The Board of Directors has adopted the Code of Ethics and a set of Group applicable policies regulating the corporate

CPIPG's approach to corporate governance

governance framework, business ethics, diversity, human capital, suppliers and tenants conduct, as well as anti-bribery, corruption, and anti-money laundering.

II. The Board of Directors' Remit

The Board is responsible for the management and supervision of the Group. It acts in the best corporate interest of the Company, its shareholders and other stakeholders. The key goal of the Board is to ensure the long-term success of the Company.

The Board takes into account the Group's corporate social responsibility and the interests of all stakeholders in its deliberations. The Board of Directors' conduct, operation and relations with management are evaluated once a year. The initial evaluation is made by the Remuneration, Nomination and Related Party Transaction Committee (the 'Remuneration Committee'), which reports its conclusion to the Board of Directors.

III. Composition of the Board of Directors and Committees

The Board is composed of highly experienced and qualified real estate and finance professionals with an excellent track record and thorough knowledge of the Group and its business. During 2020 the composition of the Board of Directors changed, and independence was further enhanced. In December 2020, two non-executive directors representing shareholders resigned, and a new independent non-executive director was co-opted. A new nonexecutive director representing shareholder Apollo was elected in December 2021. Recently, on 20 December 2024, the Board of Directors welcomed yet another independent director, further enhancing the Board's independence. As at 31 December 2024, the Board of Directors was composed of two executive directors, two non-executive directors, and four independent nonexecutive directors.

Mirela Covașă and Zdeněk Havelka were appointed to Board of Directors as of 20 December 2024 replacing Tomáš Salajka and Oliver Schlink.

The Board has established the following committees: (i) Audit Committee, (ii) Remuneration Committee, (iii) Investment Committee, and (iv) Environmental, Social and Governance ('ESG') Committee. The members of the Audit Committee and the Remuneration Committee are independent. The Investment Committee is composed of two executive members and two independent members. The ESG Committee is presided by an independent member, however given its specific role, the majority comprises of executive members.

IV. Appointment of Members of the Board of Directors

Candidates for appointment to the Board are carefully evaluated. The candidates are initially reviewed by the Remuneration Committee. Independence, past conduct, qualification and benefit for the Group are factors considered. The Board, before submitting candidates to be voted on at a shareholders' general meeting, conducts interviews and evaluations of all prospective candidates to ensure that candidates are competent, honest, and qualified persons with relevant professional background and experience.

V. Professional Ethics

The Board, as a governing body, as well as each of the directors, exercises their respective mandates with integrity and commitment. The Board represents the shareholders as a whole and makes decisions in the Company's interest. A director who has a direct or indirect conflict between their interests and those of the Company in any business or matter to be resolved upon by the Board (i) must promptly inform the Board of such potential conflict; (ii) must request that it is stated in the minutes of the Board meeting; and (iii) cannot take part in such deliberations, nor vote in relation to the matter in which such director is conflicted.

The Code of Ethics, as an integral part of our internal rules, together with our Group policies, form a framework for our Corporate Governance and Compliance. The Code of Ethics states basic standards of conduct for all employees and agents acting on behalf of the Group, as well as for all members of the Group's corporate bodies and management (employees, agents and members of the Group's corporate bodies and management hereinafter the 'Representatives'). The Code of Ethics and the Group policies are intended to prevent illegal, unethical or otherwise socially improper conduct across the Group.

VI. Executive Management

The Company has become a very successful real estate group, which has experienced significant growth in recent years. A swift decision-making process and cooperative atmosphere are among the Company's competitive advantages. To ensure a seamless continuation of this success, the Company has formally established an Executive Management comprised of its top executives. The Executive Management reports to the Investment Committee and the Board of Directors, respectively. The Executive Management receives instructions therefrom and is responsible for managing all day-to-day matters of the Group.

In order to streamline the decision-making process and clarify responsibilities, the members of the Executive Management manage and supervise divisions and departments under their direct reporting lines. The coordination and communication among various divisions and departments are vital for the Company's success and have the full support of management.

VII. Remuneration Policy

The Directors and the members of the Company's Executive Management are remunerated in a manner that is compatible with the long-term interests of the Company. To attract and also retain the best talent, the Group strives to provide employees with competitive wages and other employment-related benefits, while ensuring observance of the equal pay for equal work rule.

Aside from cash remuneration, the Group uses various other tools to retain staff, which are set out in more detail in the 'Involvement of stakeholders' section of the 2024 Management Report.

VIII. Financial Reporting, Internal Control and Risk Management

The Company has established a set of rules and procedures designed to protect the Group's interests in the areas of financial reporting, internal control, and risk management, including cyber risks. The Group's overall approach to risk is conservative. Key risks are assessed by ranking exposure on the basis of probability and magnitude and are closely managed. Analysis of sensitivity to these key risks is conducted at Group level.

IX. Sustainability

The Board has created the ESG Committee focusing on the supervision of

sustainability, environmental, corporate social responsibility, green financing, and compliance matters for the Group. The Group is fully committed to shared responsibility with the communities and environments wherever it is active. It strives to act transparently, ensure accountability and promote accessibility, inclusivity and smart livelihoods through its assets. The Group considers itself a reliable, responsible, equitable and proactive partner for all stakeholders and communities. In this spirit, it actively seeks relevant stakeholders, develops communication channels and addresses grievances.

X. Shareholders

The Company's primary purpose is the creation of value for its shareholders. The Company respects the rights of its shareholders and ensures that they are treated equally. The Company constantly improves its communication with shareholders and the transparency of its reporting and conducts regular communication with its investors through our semi-annual and annual management reports, press releases, presentations, investor roadshows and semi-annual investor webcasts.

Group committees

Chair: Edward Hughes Members: 3

The current composition of the committee is fully independent and ensures the proper mix of audit, accounting and real estate experience

Key Responsibilities

-

  • Reviews the Company's accounting policies and the communication of financial information
  • Reviews and enhances the Group's reporting procedures by business segments
  • Reviews risks factors and risk control procedures, responsible for oversight of impacts, risks and opportunities

Chair: Edward Hughes Members: 3

The current composition of the Committee is fully independent

Key Responsibilities

  • Presents proposals to the Board concerning remuneration, nomination and incentive programmes
  • Also reviews related party transactions prior to Board's approval

Chair: None Members: 4

This special committee is composed of two executive members and two independent members

Key Responsibilities

- At the end of 2020, the Board created this committee to deliberate on investment decisions

  • Advise the Board concerning investment, acquisitions/disposals and transactional matters

Chair: Omar Sattar Members: 5

The committee is presided by an independent member, but the majority is comprised of executive members

Key Responsibilities

  • Responsible for the supervision, oversight and active promotion of ESG principles across the Group
  • Also deals with green financing, and compliance matters for the Group
  • Responsible for oversight of ESG impacts, risks and opportunities

Investment Committee

Remuneration, Nomination, and Related Party Transaction Committee

Audit Committee

ESG Committee

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 Group's reporting procedures by business lines and reviews risks factors and risk control procedures.

As at 31 December 2024, the Audit Committee is comprised of the following members:

  • Edward Hughes, independent, non-executive member. Chairman of the Audit Committee.
  • Mirela Covașă, independent, non-executive member; and
  • Iveta Krašovicová, independent, non-executive member.

Following the appointment Omar Sattar in 2019 as the new independent, non-executive member of the Board of Directors, the Board agreed to appoint Omar to the Audit Committee. This appointment further strengthened the composition of the Audit Committee and the number of independent members. In the first quarter of 2020, the Board appointed Zdeněk Havelka to the Audit Committee. Zdeněk supervises the internal audit process across the Group, so his appointment directly includes internal audit matters within the scope of the Audit Committee. During the Audit Committee meeting held on 29 August 2023, Mr. Havelka resigned from his role with the Audit Committee in order to facilitate the full independence of the Audit Committee. Following the appointment Mirela Covașă at the end of 2024 as a new independent, non-executive member of the Board of Directors, the Board agreed to appoint Mirela to the Audit Committee, given her past experiences in audit and as the former Chief Financial Officer of NEPI Rockcastle. The current composition of the Audit Committee is fully independent and ensures the proper mix of audit, accounting and real estate experience.

During the year, the Audit Committee discussed primarily the ongoing review of the Group's financial statements: review of the Annual Management Report and consolidated financial statements for the year ended 31 December 2023 and the quarterly and semi-annual interim financial statements. Furthermore, the Audit Committee remained focused on the Group's financing and capital structure, with certain key financial and credit metrics being outside the financial policy. The Audit Committee also discussed allegations of the short seller report with our auditors. Lastly, the Audit Committee dealt with external and internal audit matters. The internal audit role supervision will be procured by direct reporting of the Group Internal Auditor towards the Audit Committee.

In 2024, the Audit Committee held six meetings with only one absence.

Although the ultimate responsibility for overseeing the management of risks lies with the Board of Directors of the Group that acts through the Executive Management where the key role of the Executive Management is to ensure the management of risks is carried out effectively, and to ensure an alignment between strategic objectives of the Group with key risks, the Audit Committee is regularly tasked with overseeing the Group's impacts, risks, and opportunities, as well as the implementation of due diligence practices. Additionally, the Committee is responsible for evaluating the results and effectiveness of the policies, metrics, and targets established to address these areas. Findings are reported to the Board of Directors on a regular basis.

ESG Committee

In early 2019, CPIPG's Board of Directors created the CSR Committee (which has since been renamed to the ESG Committee) focusing on the supervision of sustainability strategy, social and environmental risks management, corporate social responsibility, green financing, and compliance matters for the Group.

The main task of the ESG Committee is the supervision, oversight and active promotion of ESG principles across the Group over. In relation to the sustainability and environmental risks, the ESG Committee monitors and enhances:

  • active use and promotion of energy efficiency and energy savings in line with current strategies and objectives;
  • consideration of the life cycle implications at all stages of investments and planning;
  • optimisation of usage of natural and other resources in order to benefit from efficient and responsible use, minimize waste, prevent pollution and promote reusing and recycling of raw materials;
  • active promotion and encouragement of environmentally friendly conduct both internally and externally;
  • increase of the share of the renewable energy sources in all Group's operations, such as equipping existing assets with solar panels;
  • high-standard performance, including green LEED/BREEAM certifications, as well as other relevant external certifications, where possible;
  • strengthened commitment to electro-mobility, development of biking infrastructure, ensuring proximity to public transport and access to amenities, and support of the concept of smart cities;
  • increase of the share of green buildings in the Group's portfolio in line with the current strategy and seek to apply real estate life cycle assessment on new projects;
  • application of innovative approaches in the Group's undertakings, including green roofs and net zero buildings; and setting verifiable and measurable goals in pursuit of improvement of the ESG performance.

In relation to the Group's corporate social responsibility, the ESG Committee monitors and enhances:

  • transparency and accountability within the Group and vis-à-vis its stakeholders. The ESG Committee promotes active interaction with relevant stakeholders, development of communication channels across the Group;
  • promotion of accessibility, inclusivity and smart livelihoods through the Group's assets;
  • achievement of the Group's sustainability, social and business objectives through proper supply chain monitoring, sensible and sustainable procurement, as well as engagement in relevant social development matters;
  • promotion of personal and professional development of the Group's employees;
  • promotion of diversity and equal opportunity in the workspace in line with the Group's policies and applicable legal standards; and
  • proper disclosures in relation to corporate social responsibility efforts on a regular basis.

The members of the ESG Committee are appointed by the Board of Directors. The ESG Committee shall have at least five members. Any member of the ESG Committee may be removed with or without cause (ad nutum) by a simple decision of the Board of Directors.

The ESG Committee is composed of highly experienced and qualified professionals with an excellent track record, thorough knowledge of the Group and its business, and experience in ESG-related matters. The ESG Committee is composed of a balanced mix of executive and independent directors as well senior managers across various functions and jurisdictions of the Group, including finance, asset management and legal departments.

The members of the ESG Committee shall always act in the best corporate interest of the Group, its shareholders and other stakeholders. The ESG Committee shall ensure that the Group takes into account corporate social responsibility and the interests of all stakeholders.

As at 31 December 2024, the ESG Committee is comprised of the following members:

  • Omar Sattar, independent, non-executive member, Chairman of the ESG Committee;
  • Mirela Covașă, independent, non-executive member;
  • David Greenbaum, executive member;
  • Petra Hajná, Group Sustainability Officer; and
  • Martin Matula, General Counsel.

In 2024, the ESG Committee held four meetings.

Remuneration, Nomination, and Related Party Transaction Committee

The Remuneration, Nomination, and Related Party Transaction Committee (the 'Remuneration Committee') presents proposals to the Board of Directors concerning remuneration, nomination, and incentive programs to be offered to the management and Directors of the Company.

The Remuneration Committee prepared and recommended a remuneration policy (the 'Remuneration Policy') with respect to the remuneration paid by the Company to the Directors, in accordance with the provisions of the Luxembourg law of 24 May 2011 on the exercise of certain rights

of shareholders in general meetings of listed companies, as amended. This Remuneration Policy was approved by the Board of Directors of the Group. The remuneration paid by the Company in accordance with this Remuneration Policy aims to attract, retain and motivate key talent and provide adequate compensation in consideration of the responsibilities, competency and time spent in their roles. It also aims to encourage and reward superior performance and creation of shareholder value. The remuneration is regularly benchmarked against external comparator markets as relevant and appropriate (e.g., industry, geography).

The Group's remuneration policy links sustainability matters for Executive Directors. Five percent of any discretionary annual bonus compensation of the Executive Directors is linked to the Environmental, Social and Corporate Governance Committee's judgement of whether the Executive Directors are meeting the Company's short-term and long-term environmental targets – for year 2024 the GHG intensity reduction target. The conclusions of the ESG Committee about the fulfilment of environmental targets by the Executive Directors are communicated to the Remuneration Committee and included in the overall evaluation of annual KPIs.

The Remuneration Committee also deals with related party transactions. Any related party transaction must be presented to the Remuneration Committee prior to the submission for approval by the Board of Directors. Where the related party transaction involves a director, that director must not take part in the deliberations and approval by the Board of Directors.

As at 31 December 2024, the Remuneration Committee is comprised of the following members:

  • Edward Hughes, independent, non-executive member, Chairman of the Remuneration Committee;
  • Jonathan Lewis, independent, non-executive member; and
  • Omar Sattar, independent, non-executive member.
  • All members of the Remuneration Committee are independent.

During 2024, the Remuneration Committee held four meetings.

The Board also discussed and reviewed its composition and composition of the committees, checked related party transactions, and cross-board mandates of the members. No case of individual misconduct by any member of the Board of Directors, failure of business practices, or material remuneration controversy was reported to the Remuneration Committee.

Investment Committee

The Investment Committee was created at the end of 2020 to advise the Board of Directors concerning investment, acquisitions and transactional matters. Given the large number of transactions, the Board created this special committee to help operatively with investment decisions.

As at 31 December 2024, the Investment Committee is comprised of the following members:

  • David Greenbaum, executive member;
  • Zdeněk Havelka, executive member;
  • Edward Hughes, independent, non-executive member; and
  • Omar Sattar, independent, non-executive member.

During 2024, the Investment Committee held four meetings.

Shareholding of Board members and senior management in CPIPG

As at 31 December 2024, certain members of the Board of Directors and senior management held in aggregate 19,676,541 CPIPG shares.

Financial Reporting, Internal Control and Risk Management

The Company has organised the internal control environment by identifying the main risks to which the Group is exposed, determining the level of control over these risks, and strengthening the reliability of the financial reporting and communication processes. The assessment of ESG-related risks and opportunities is integral to the Group's assessment. The Group's overall approach to risk is conservative.

There are inherent risks determined by the nature of our business, such as fluctuations in the value of assets, vacancies, volatility in market rents or risks associated with development activities. Key risks are assessed by ranking exposure on the basis of likelihood of occurrence (in %) and magnitude (in value) and are closely managed.

Analysis of sensitivity to these key risks is conducted at the Group level. The Group's management structure is designed to enable effective decisionmaking. The periodical reviews of key performance indicators are conducted: retail tenants' turnovers, vacancies, rent collection, arrears and doubtful debtors, review of performance against budgets and schedules, and review and monitoring of ESG indicators. Internal audits of control functions are regularly performed. Strict procedures are also observed for the periodic production of quarterly and annual figures on the basis of the adopted policies. There are clearly defined guidelines and approval limits for capital and operating expenditures and other key business transactions and decisions. The internal management reporting system is designed to identify fluctuations in the value of investments, income and expenses. Capital projects, major contracts and business property acquisitions are reviewed in detail and approved by the Board of Directors where appropriate.

Financial Risk

The Group maintains a prudent financial policy. Foreign exchange risks and interest rate risks arising from the Group's operations, financial assets and liabilities are carefully managed and mitigated through the use of a range of hedging instruments. Tenant credit risk is managed by utilising a range of measures including credit rating scorecards. The Group has robust credit metrics supported by high-BB ratings, long-dated debt maturity profile, solid liquidity through cash and a large committed revolving credit facility from six banks expiring in 2028, and access to multiple sources of capital, including international bonds issued across multiple jurisdictions under the Company's EMTN programme, private placements, Schuldschein, secured loans from its relationship banks and equity investment from its majority shareholder. For financial risk, comprising of credit risk, liquidity risk and market risk (including currency risk, interest rate risk and price risk) please refer to Note 7 in Consolidated Financial Statements.

Information Technology Risks

The Group has developed a strong information technology team, with dedicated information security specialists. The threat of data breach and loss or cyberattacks are taken very seriously. IT systems used across the Group are designed and developed in order to provide maximum security. Information security risk is carefully monitored, and information security policies are reviewed and updated. Employees are regularly guided to be aware of potential IT and cyber security-related risks. The Group makes use of electronic data processing within automated information systems. Offsite data backup and recovery measures are in place.

The Group will also be affected by the new EU NIS2 Directive and in order to meet the requirements of this new regulation, the Group has initiated a programme of its implementation. Further, the Group's priority is to be certified by ISO 27001, hence, the company has launched the implementation plan for obtaining the certificate.

Legal Risk

The Group has established a legal team at the central and local level to ensure proper implementation of legal services and compliance with applicable laws and regulations. Internal legal teams support management in daily operations with respect to ongoing transactions and legal relationships with clients, customers, banks, suppliers, administrative and governmental bodies, as well as courts. The legal teams monitor legislative changes and regulatory changes to minimise associated legal risks.

Complex transactions, litigation as well as certain legal services are outsourced to reputable law firms to ensure obtaining of the highest standards of legal services and minimisation of legal risks.

Local legal departments provide regular litigation reports to the general counsel who reports directly to the CEO. Legal reports, including litigation updates, are provided to the Board on a quarterly basis, with major legal issues being reported immediately.

Development, Construction and Refurbishment Projects

The Group employs construction and development experts and skilled project managers for its construction and refurbishment projects. The suppliers of architectural, permitting, construction and refurbishment works are always tendered from reputable companies with relevant experience and financial capacity.

Project timing, progress and budgets are carefully monitored, mostly with the support of external project monitoring organisations. Health, safety and environmental risks are monitored before and during construction.

Transaction and Asset Management Risk

Acquisitions of new assets are carefully examined through a detailed financial, legal, and operational evaluation prior to Board approval. Reputable external advisors are engaged to assist with acquisition processes, starting with evaluation, due diligence, transaction negotiation, and implementation. Key success factors include accurate financial assumptions, profile and quality of an asset, market situation and its dynamics, local regulation and environment. The same applies to the Group's disposals strategy for which the Group applies a diligent process, considering all relevant market, business and financial factors.

Asset management initiatives are carefully scrutinised before implementation, taking costs and benefits into account. An experienced asset management team evaluates market pricing of lease transactions and also assists with acquisition processes.

An experienced property management team monitors retail tenants' turnovers, vacancies, rent collection, arrears and doubtful debtors. Rent collection is closely monitored and enforced in cooperation with the legal team. The tenant base is well diversified, and there is limited exposure to individual tenants.

ESG Risk

The Group, as one of the key leaders in the CEE real estate sector, clearly defines its ESG strategy and goals, being an integral part of the overall Group business strategy. In past years, the Group has constantly demonstrated a significant effort towards a sustainable business model, reducing greenhouse gas emissions and other ESG ambitions. Reflecting on its ESG goals and being positioned as a leading developer and operator in the real estate industry, the Group tightly monitors and manages a range of ESG risks. These risks and opportunities were addressed in the double materiality assessment, which was conducted in 2024.

Asset Protection/Insurance

The Group insures all income-producing properties with all-risk property insurance at reinstatement cost, business interruption (revenues for 24 months) and third-party liability insurance. Some properties are also insured against terrorist acts. Properties under development have construction all-risk insurance. Insurance is contracted from reputable international insurers. The Audit Committee and the Remuneration Committee have specific duties in terms of internal control.

Subsequent Events

Please refer to Note 11 of the Financial Statements.

Financial Risks Exposure

For detail description of the principal risks and uncertainties, please refer to Note 2 Basis of Preparation of the Consolidated Financial Statements.

Group ESG goals

  • • Increased share of certified buildings (Access4you, BREEAM, DGNB, EDGE, Green Key, Green Star, HQE, LEED, WELL)
  • • Groupwide green lease agreement to be offered for all new commercial leases and renewals
  • Minimum of 33% share of female senior managers
  • Completion of at least eight hours of training per employee per year
  • Biennial employee satisfaction surveys

  • • 10% reduction in water intensity of property portfolio by year 2030 versus 2019 baseline
  • Elimination of waste sent to landfill wherever possible, waste recycling rate of 55% by year-end 2025 and 60% by year-end 2030
  • • Increase in EU Taxonomy alignment of economic activities at consolidated Group level over time
  • • 32.4% reduction in GHG intensity of property portfolio, incl. bioenergy, by year 2030 versus 2019 baseline (validated by Science-based Target initiative in July 2022 in alignment with the Paris Agreement's well below 2°C scenario)
  • Purchase of electricity exclusively from 100% renewable sources by year end 2024
  • • 10% reduction in energy intensity of property portfolio by year 2030 versus 2019 baseline

Agreement on the Code of Conduct with all employees

• Mandatory employee training on Code of Conduct and associated policies

All new suppliers and renewals comply with Groupwide Code of Conduct for Suppliers

Alignment of Executive Management remuneration to ESG criteria

• Group's compliance and governance policies reviewed by Dentons (2019) and White & Case (2023, 2024)

  • First ESG rating from Sustainalytics
  • Sustainability agenda / target-setting commences
  • Appointment of a Group Sustainability Officer
  • Environmental partnership with UCEEB

2018

  • White & Case conducts a fresh review of CPIPG's compliance, governance, related party transactions, and other policies
  • CPIPG closed a debut €100 million Sustainability-linked loan

2023

  • The Group achieves the highest CDP score (A)
  • Issued two green bonds totalling €1.35 billion
  • Non-financial report based on CSRD/ESRS standards
  • Newly appointed Group Compliance Officer

2024

Environmental targets

validated by the Science-Based Target initiative

CPIPG issues inaugural Sustainability-Linked Bond

2022

New CSR policies

  • Debut green bond issuance €750 million
  • Increased Board and Board committees' independence
  • CPIPG joins the Czech Green Building Council
  • Board of Directors establishes a CSR Committee
  • Dentons reviewed CPIPG's compliance, procurement and other policies, leading to the implementation of further policies and procedures

CPIPG revises its environmental strategy Increased ambition for GHG intensity reduction target of 30% (2021) and to 32.4% (2022) Funds managed by Apollo become a new equity investor in CPIPG and appoint Tim Scoble to the board of directors

-

  • 2021

  • Investment grade ratings achieved with S&P and Moody's

  • Establishes EMTN programme
    -

CPIPG becomes an established issuer of international debt capital markets

2017–2018

  • Partnership with CI2, a regional partner of CDP
  • Further improvements in Board and Board committee independence
  • Energy Management System implementation
  • Leading issuer of green bonds: further issuances in Sterling (£350m), Euros (€750m) and Hungarian Forint (Ft30bn)

2020

  • CPIPG joins New Green Deal Declaration
  • Inaugural reporting on climate change in CDP
  • Radovan and Marie Vítek retired from the board of directors while Jonathan Lewis joined as a third independent member

2020

The Group's ESG investments and evolution

-

39.0%

Constant improvement in ESG scores

In 2024, the Group managed to improve the CDP score to 'A' in Climate change category. This is the highest score classified as 'Leadership', meaning the Group implements current best practices.

Prioritising sustainability in the capital markets

The Group is in the forefront of the green financing initiatives and a leader in the region. In 2024, under the Group's Sustainability Finance Framework, the Group issued two green bonds: €600 million, five-year senior unsecured green bonds and €750 million, seven-year senior unsecured green bonds. Proceeds from the green bonds issuances were allocated to certified green buildings (refinancing and replacing a portion of the outstanding green bonds due in 2026 and 2027).

Engagement with tenants

The Group recognises the importance of engaging with occupants, educating them, and cooperating to reduce environmental impacts. Therefore, a Groupwide green lease agreement was offered to all new commercial leases and renewals as part of the Group's ESG strategy. As of the end of 2024, for example, 34% of CPIPG leases in the Czech Republic and 44% of leases in Romania are categorised as green.

A growing proportion of green-certified buildings in 2024

The percentage of green-certified buildings within our portfolio for 2024 is 47.7% of the total fair value (excluding landbank, development, ski resort, agriculture and other properties which are not eligible for certification). These certified buildings comprise 39% of the total Gross Leasable Area (GLA), demonstrating a solid foundation for ongoing gradual improvement (7.1 p.p. and 1.6 p.p., respectively, over 2023 figures).

More than 95% of CPIPG's green buildings have very strong certifications

At the end of 2024, CPIPG's portfolio without equity share included 123 certified assets with a total GLA of 2,365,253 m². Of our greencertified buildings, 96% were BREEAM 'Very Good' and above and LEED 'Gold' and above based on GLA. BREEAM or LEED certification is considered for every new development and significant refurbishment and for buildings in operation wherever possible.

Total GLA certified continues to increase

CPIPG's certified buildings GLA split by segment

ESG highlights

CPI PROPERTY GROUP MANAGEMENT REPORT 2024 72

Sustainable financing Green Bond Framework

CPIPG's framework is aligned with the core components of the EU Green Bond Standard, as proposed in June 2019. CPIPG is monitoring the EU Green Bond Standard and EU Taxonomy on sustainable activities and technical screening criteria and may make further updates to the framework in the future accordingly. At least annually, CPIPG reports on issued green bonds in-line with the ICMA GBP 2018 Harmonised

Framework for Impact Reporting.

Eligible sector Eligibility criteria

including, for instance, beehive rooftop installations and

artificial nesting sites for birds.

CPIPG is a leader in sustainable financing

October
2019
January
2020
and
2022
Acquisition, construction or refurbishment of portfolio which
meet recognised international sustainability standards, such as:
€750m
£400m
• BREEAM Excellent and above;
Seven-year
maturity
Green buildings
(€471 million-equivalent)
Eight-year
maturity
• BREEAM In use Very Good and above when certified under
the most recent version of the certification scheme, and
May
2020
August
2020
• LEED Gold® and above.
€750m HUF30bn
Six-year
maturity
(€86 million-equivalent)
Ten-year
maturity
• Acquisition, construction or refurbishment of buildings built
before 31 December 2020 which qualify for Primary Energy
Demand (PED) of at least 10% below the threshold set for
nearly zero-energy building (NZEB) requirements
May
2024
September
2024
• Acquisition, construction or refurbishment of buildings
built after 31 December 2020 belonging to the top 15% most
energy-efficient buildings in the local market or have at least
an energy performance certificate (EPC) class A
€600m
Five-year
maturity
€750m
Seven-year
maturity
Energy efficiency
Sustainability-linked Bond Sustainability-linked Loan • Renovations or refurbishment of existing buildings, delivering
a minimum 30% reduction in carbon emissions intensity or
January
2022
March
2023
two letter grade improvements according to local EPC
€700m
Eight-year
maturity
€100m
Five-year
bullet
maturity
Renewable energy • Installation of photovoltaic, solar, wind, biogas (solely from
waste sources) and heat pumps (air and ground source) and
combined heat and power
In 2024, the Group issued two green bonds: €600 million, five-year senior unsecured green bonds and €750 million,
seven-year senior unsecured green bonds. Proceeds from the green bond issuances were allocated to certified
green buildings (refinancing and replacing a portion of the outstanding green bonds due in 2026 and 2027).
• Dedicated support infrastructure for renewable energy
sources across building management systems
Sustainability
Finance
Framework
Promotion of ecological value, biodiversity and organic
In January 2022, CPIPG introduced its Sustainability Finance Framework combining both Sustainability-Linked and agriculture, such as:
Green Bond Frameworks. Second party opinion from Sustainalytics was published in January 2022. The targets set
by CPIPG in the framework were assessed by Sustainalytics, as an independent second-party opinion provider, to
be 'ambitious' with 'very strong' key performance indicators that are aligned with the Paris Agreement.
The framework has been developed in alignment with the 2021 Green Bond Principles and the 2020 Sustainability
Linked Bond Principles.
Environmentally sustainable • Farmland certified against EU standards on organic farming
production;
management of living natural • Installation of green roof gardens, and
resources and land use • Facility and infrastructure new build, or upgrades, that
contribute to the protection of living natural resources,

The Group believes sustainable financing is a critical tool that integrates our overarching environmental objectives into our financing strategy and shines a light on the Group's ESG profile for our stakeholders. CPIPG continues to be an innovator in the sustainable finance space, placing the ESG agenda at the forefront of its overall corporate strategy. The Group began issuing green bonds in 2019 and completed its first sustainability-linked bond in 2022 becoming the first real estate company in the region to do so.

CPIPG has issued six green bonds

The Sustainability Finance Framework and the second party opinion from Sustainalytics are available on

CPIPG's website.

Project selection and evaluation process

The project evaluation and selection process ensures that the proceeds of CPIPG green bonds are allocated to finance or refinance projects that meet the criteria and objectives set out in use of proceeds. It is carried out internally by the CPIPG Green Bond Team, composed of the legal, finance and investor relations departments across the Group.

On an ongoing basis, eligible use of proceeds from CPIPG's portfolio of projects are identified and proposed by the Green Bond Team. The Green Bond Team takes the CSR principles and policy into account. The selected eligible projects are presented to the ESG Committee for review. After a thorough inspection, the Committee presents its conclusion to the Board of Directors. While any CPIPG green bonds are outstanding, in the case of divestment or cancellation of a project to which proceeds have been allocated, CPIPG reallocates the proceeds to other eligible projects as it happened during the year 2023 and disclosed as part of the H1 2024 Management Report.

The Green Bond Team also reviews the management of proceeds and facilitates reporting.

The committee supervises the processes under the Green Bond Framework and requires relevant updates from the Green Bond Team. As part of its reporting to the Board of Directors, its findings, conclusions and recommendations are submitted to the Board of Directors.

Management of proceeds

Proceeds of CPIPG Green Bonds are managed through the Green Financing Register. The proceeds of each CPIPG green bond are earmarked against the pool of eligible projects and expenditures identified in the Green Financing Register. The Green Financing Register is reviewed annually by the Green Bond Team to account for any reallocation, repayments or drawings against the eligible projects and expenditures within the pool. The conclusion of the Green Bond Team is presented to the ESG Committee.

Reporting

On an annual basis, CPIPG provides reporting in regard to the green bonds in-line with the ICMA GBP 2018 Harmonised Framework for Impact Reporting. The proceeds were fully allocated as of 30 June 2024. Please see the H1 2024 Management Report for the Green Bond Impact Report. The proceeds linked to the green bonds issued after 30 June 2024 will be allocated within one year of their issuance. The forthcoming Green Bond Impact report will be an integral part of H1 2025 Management Report.

Green Bond allocation

CPIPG adopted portfolio reporting for the first time in the financial year 2020 Green Bond Financing Report and no longer reports green bond allocations on a bond-by-bond basis. This facilitates optimal reporting efficiency and clarity for our investors. The following analysis reports on allocations across all four green bonds issued by the Group.

Sustainalytics has verified the latest green bond allocation as part of the annual review process, which concluded that the proceeds from issued green bonds have been allocated to assets and projects in accordance with the use of proceeds and reporting criteria under the Group's Green Bond Framework. The Sustainalytics Annual Review letter can also be found on CPIPG's website.

Climate change

Climate change refers to the long-term alterations in temperature and weather patterns. While some of these changes can occur naturally due to variations in solar activity or significant volcanic events, human activities have predominantly driven climate change since the 1800s, primarily through the combustion of fossil fuels, such as coal, oil and natural gas.

The primary greenhouse gases contributing to climate change include carbon dioxide and methane. These gases are released through activities, such as burning gasoline for transportation and using coal for heating purposes. Significant sources of methane emissions include agricultural practices and operations related to oil and gas extraction. Key sectors responsible for greenhouse gas emissions include energy production, industry, transportation, buildings, agriculture and land use.

The operation of buildings, as a key sector of the Group's activity, generate a wide range of emissions, ranging from noise to greenhouse gas emissions (GHG emissions). GHG emissions from the buildings come from fossil fuels burned for heat, the use of gases for refrigeration and cooling and from the handling of waste.

Greenhouse gases play a crucial role in trapping heat in the atmosphere, leading to substantial alterations in the Earth's climate. These changes significantly affect individuals and the whole population, resulting in issues such as water scarcity, increased flood risks and droughts, all of which have implications for food security. This underscores the important relationship between climate change mitigation, adaptation, water resources (covered in ESRS E3) and biodiversity.

Targets

The Group announced its commitment to reduce GHG emissions intensity by 32.4% per m² of property portfolio by 2030 compared with the 2019 baseline across all emissions Scopes 1-3 (all relevant categories of Scope 3 included except for 3.15 – Investments), including bioenergy and also to transition all electricity purchased by the Group to 100% renewable sources by 2024.

In July 2022, the Group's environmental targets were validated by the Science-Based Target initiative. CPIPG is among the first companies in the region to have their targets validated by SBTi. The Science-Based Targets initiative is a collaboration between CDP, the United Nations Global Compact, World Resources Institute (WRI and the World Wide Fund for Nature (WWF).

Since 2018, the Group has been working closely with the University Centre for Energy Efficient Buildings (UCEEB) of the Czech Technical University in Prague (CTU). UCEEB is as a technical support provider and adviser to the Group, supporting the Group in establishing and quantifying the Group's environmental targets as part of the Group's long-term strategy. In 2024 reporting period UCEEB provided data control.

CPIPG has developed and continuously enhances its Environmental Impact Reporting Tool (ERT) for data collection and putting into the database. CPIPG's objective is to ensure the detail, accuracy and quality of our environmental performance reporting. The ERT allows disclosure across the Group and all its segments, despite the diversity of our portfolio.

The ERT is tailored to report in-line with GHG Protocol, with the help of an independent third party, the CI 3 organisation. Since 2020, we expanded the scope of the Group's Rooftop solar panels, Futurum Kolín Shopping Centre, Czech Republic

collection, monitoring and reporting of GHG emissions and all relevant categories of Scope 3 are now measured and disclosed. Our reporting is aligned with the GHG Protocol.

ERT and database solutions enable the monitoring of the Group's environmental performance through greater robustness, scope (activity and geography), efficiency and automation. For our purposes, the environmental Power BI is utilised due to its efficient ability to track and analyse performance across multiple levels (site, segment, region and Group) on a regular basis, assess results against targets and implement suitable corrective measures. Power BI was also utilised for developing key figure tables and performance indicators in accordance with current guidelines of the European Sustainability Reporting Standards (ESRS).

CPIPG's GHG reporting has been verified by CI 2 as complying with the GHG Protocol Corporate Standard. Since 2019 the Group has been in cooperation with CI 2, and since 2021 with its sister company CI 3. The CI 3 company focuses on issues related to the carbon footprint, its reporting, verification and setting targets to reduce it. CI 3 is a regional partner for CDP reporting. Through the review process, CI 3 advised on the compatibility with the GHG Protocol Corporate Standard and compatibility with CDP reporting standards.

CI2 acts as a third-party and monitors, reviews, and independently validates the Group's GHG disclosures and methodology used. As the result of this cooperation, CPIPG's GHG footprint was verified, confirmed according to the procedures defined in the GHG Protocol and awarded CI 2 conformity certificate. Recommendations and guides were prepared and will be incorporated into subsequent environmental reporting.

The Group's GHG emissions intensity reduction target has been developed as sciencebased, aligned with the Paris Agreement climate goals to limit the global temperature increase versus pre-industrial levels to well below 2°C.

In the Group's Climate Transition Action Plan are set various objectives and strategies aimed at achieving a reduction in emissions in-line with the 1.5°C goal of the Paris Agreement, from a climate change perspective:

  • a 46.2% reduction in GHG intensity of Scope 1 and Scope 2 of the property portfolio by the 2030 versus 2019 baseline (confirmed by the Science-Based Targets initiative in July 2022 in alignment with the Paris Agreement's 1.5°C scenario), and
  • a 32.7% reduction in GHG intensity of property portfolio, including bioenergy, by 2030 versus 2019 baseline.

The actions and steps will be described in the Sustainability Statement to be published in April 2025.

The intensity target relates to the Group's property portfolio, excluding Farms and Ski resorts. The only category of Scope 3 which is not included in the intensity calculation is 3.15 – Investments where we have limited control of operation. The intensity is measured as total GHG emissions in tons of CO 2 equivalent divided by referenced GLA of the property portfolio in square meters, including the biogas power plant. Previous years (base years 2019 and 2023) were recalculated at the beginning of 2025 in line with the CPIPG's GHG Recalculation Policy from January 2022, publicly available on our webpage.

Low-flow

fixures,

ZET.office, Brno

Food composter, Clarion Congress Hotel Prague

VIVO! Lublin Shopping Centre, Poland

Use of resources

Water

Water is one of the most important resources, while water stress, as an imbalance between water demand and its availability, is the most common climate risk based on the assessment. CPIPG is aware of this, and for that reason, the Group's target for reducing the specific consumption of the freshwater sourced from municipal grids and water sourced on-site was set up – 10% reduction in water intensity of property portfolio by year 2030 versus 2019 baseline.

Biodiversity

Biodiversity plays an important role in various areas of life. It is highly regarded for its contributions to human needs, such as food, fuel, shelter, and medicine), in addition to its natural worth. But due to human activity, including habitat destruction and fragmentation, unsustainable resource management, the introduction of non-native species, pollution, and the effects of global climate change, we are experiencing significant biodiversity loss, which is of critical concern.

For our Group biodiversity is an area that is being reviewed in cooperation with experts, especially for assets located in urban zones with high density buildings, where there is limited potential for improving ecological value.

An accredited ecologist is typically part of the design team for new developments, and green features are also considered during refurbishment as they naturally improve the working environment. The Group constantly reviews integrations of green solutions such as green roofs, walls and facades, or blue-green infrastructure because these are beneficial for biodiversity, as well as for decreasing the impacts of heat stress in cities.

Sustainable agriculture

The Group's agricultural activities under Spojené farmy a.s. consist of 57 organic farms mostly located in North and West Bohemia, in the Czech Republic. Our farmers have been producing sustainable and healthy organic food since 1996. The Group breeds cattle, chickens, and sheep according to sustainable farming practices.

Our sustainable farming practices ensure a positive relationship with animals, soil, plants and nature, the production of natural and healthy foods, an improvement of groundwater quality, and the protection of biodiversity, ecosystems, and the environment.

We actively use soil remediation or organic soil fertility measures to sustain optimal crop yields. A key part of our animal husbandry production is active herd health management so we sustain the reproduction and health of our cattle.

The entire organic production chain (cultivation, breeding, storage, processing and packaging) – is strictly controlled according to the Act on Organic Farming No. 242/2000 Coll., that complies with strict international requirements and Commission Regulation No. 889/2008 laying down implementing rules to Council Regulation (EC) No 834/2007 on organic production and labelling of organic products. The labelling of organic food is independently controlled by KEZ ops. The authenticity of organic food is guaranteed by a certificate and a trademark for products from controlled organic farming.

Waste

The Group is increasing its focus on waste management

All CPIPG assets fully comply with local legislation and allow waste separation into streams relevant to building operation, recycling and occupant needs beyond local legal requirements.

This allows on path to circular economy the Group to better track and monitor all waste disposal activities and focus on our goal to elimination of waste sent to landfill wherever possible. Our approach is to find the solutions like using the composters for biodegradable waste wherever they are appropriate, to reduce the share of waste sent to landfill and increase our recycling rate.

Health and safety, environmental risks & pollution

Environmental criteria represent important aspects of the Group's development and construction projects. Before each potential investment, the Group examines the environmental opportunities and 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 technical and security installations, are periodically inspected for conformity with relevant local legislation and regulations.

Social sustainability

Gender diversity in senior management

CPIPG has set a clear goal to fill at least 33% of senior management positions with women. This commitment reflects our dedication to fostering diversity and empowering talented women to lead.

Employee development and training

Recognising the pivotal role of continuous learning, CPIPG pledges to provide each employee with a minimum of 8 hours of training annually. Investing in our workforce ensures growth, enhances skills, and contributes to overall organisational excellence.

Policies related to own workforce

The Group has issued the following policies and guidelines in connection with their impact on the own workforce:

  • Code of Business Ethics and Conduct;
  • the Group's Human Capital and Employment Policy, and
  • the Group's Diversity and Non-discrimination Policy.

All policies and guidelines cover the Group's own workforce. The employees of CPI Poland, CPI Hotels a.s. in Croatia, Crans Montana ski resort in Switzerland, CPI Europe and S IMMO are organised within the framework of a works council. This represents the interests of the employees vis-à-vis the employer.

Internal policies and guidelines are made available to employees via the intranet.

The Group's Human Capital and Employment Policy, which was revised in 2024, covers all material impacts, risks and opportunities related to the Group's own workforce. This policy, thus, in connection and compliance with the Group's Code of Conduct, provides guiding principles relating to the treatment of the Group's own workforce and candidates and other topics relevant to human capital. It defines the standards for working environment and relationships, including the commitment to human rights and freedom of association. The policy covers the following material impacts:

  • diversity and equal treatment for all;
  • enhanced employee creativity and productivity;
  • increased risk of accidents and injuries;
  • gender inequality, and
  • mental health issues.

We are committed to creating an inclusive working environment in the Group, characterised by openness and mutual respect, where every employee feels valued and heard. A separate directive addressing the material impact of diversity and equal treatment for all is the Group Diversity and Non-discrimination Policy, where the Group is committed to creating and preserving an environment that embraces and encourages diversity and fosters appropriate conduct among all persons regardless of their differences and respect for individual values. To ensure compliance of employees with the above listed principles, the Group conducts mandatory training sessions, which are repeated with each material change to this internal policy.

All representatives must be recruited, trained, supported and treated fairly and equally and only based on characteristics that relate to the work that they perform, such as their talent, skills, experience and potential. All companies of the Group are required to subject their human resources and employmentrelated policies to continuous assessment in order to examine how they affect protected groups and to identify whether their policies help to achieve equality of opportunity for all these groups or whether they have an adverse impact.

The commitment to The Universal Declaration of Human Rights by the United Nations (UN), the UN Guidelines for Human Rights and Business, the UN Convention on the Rights of the Child, the UN Convention on the Elimination of All Forms of Discrimination against Women, the Fundamental Conventions of the International Labour Organisation (ILO), the Guidelines for Multinational Enterprises by the Organisation for Economic Co-operation and Development (OECD) and the ten principles of the UN Global Compact (UNGC) are laid down in the Code of Business Ethics and Conduct which was updated in 2024. The Code of Business Conduct and Ethics is unified within the whole Group and is also available on our website. All subsequent policies and guidelines are in line with the aforementioned standards.

Compliance with human rights, including labour rights, is secured via the Group Policy Human Capital and Employment.

The Group is subject to numerous laws, regulations and standards. Therefore, all business transactions and processes must always comply with the relevant laws, regulations, industry standards and best practices in the countries where we conduct our business activities, both formally and in terms of content, and thereby also observe the local social norms.

Accident prevention is covered by the Group Policy Human Capital and Employment Policy and also by the workplace accident and prevention management system which is implemented following every local legislation. The Group structures representatives' tasks so that any potential risk to their health is eliminated or reduced at least. In general, there are no positions in the Group with a high risk of specific diseases. The entire process is monitored and evaluated on a regular basis, with both internal and external audits conducted annually. Occupational safety risks are assessed, and compliance with statutory regulations pertaining to occupational safety and health is ensured. All employees attest to their understanding of the relevant occupational safety standards and internal regulations through regular participation in training courses.

Characteristics of employees

Employee characteristics by gender (HC) 2024
Male 1,199
Female 1,337
Other 0
Not reported 0
Total employees 2,536

Note: Includes non-guaranteed hours employees (HC)

Legal restrictions in the countries of some of our subsidiaries, as well as restrictions resulting from obligations to report to public institutions, have limited our reporting to two legal genders, male and female, which are consistent with current regulatory frameworks.

Definition/methodology

The total number of employees of the Group is calculated by aggregating the number of employees in all countries of operation, excluding freelancers and workers who are not directly employed by the Group. This calculation is based on headcount and pertains to 31 December 2024.

Gender distribution refers to the distribution of employees based on their legally recognised gender, identifying those categorised as female or male. In our Group, the gender split is determined by aggregating the total number of female and male employees across all countries of operation, excluding self-employed

people and workers who are not directly employed. This assessment is based on headcount data as at 31

December 2024.

Geographic distribution (HC) 2024
Czech Republic1 1,075
Slovakia2 39
Austria2 413
Germany2 166
Hungary2 510
Poland2 222
Romania2 47
Others3 64
Total 2,536

1 Incorporates core business and others 2 Incorporates core business

3 All entities with insignificant employment, i.e., less than 20

Definition/methodology

The geographic distribution of employees is calculated by aggregating the total headcount of employees within the specific geographical locations where our entities are located. This calculation pertains to the date of 31 December 2024. Counts also include non-guaranteed hours employees (headcount).

Employee characteristics by contract type (HC)
2024
Male Female Total
Permanent employees 1,015 1,122 2,137
Temporary employees 96 92 188
Non-guaranteed hours employees 88 123 211
Total number of employees 1,199 1,337 2,536

Definition/methodology

Permanent employees are characterised as headcounts who possess an employment contract without a predetermined termination date. The total count of permanent employees within the Group is determined by consolidating the number of permanent employees from all our subsidiaries. This calculation pertains to the date of 31 December 2024.

Temporary employees are defined as headcounts whose employment is contingent upon the fulfilment of a specific project or for a designated period. The total number of temporary employees within the Group is determined by summing up the number of temporary employees across all subsidiaries. This calculation pertains to the date of 31 December 2024.

myhive am Wienerberg, Urban Garden, Vienna, Austria

Non-guaranteed hours are characterised as the headcount of employees engaged without contractual assurance of a minimum or predetermined quantity of working hours. This category encompasses individuals who possess an unique form of employment relationship. The total count of employees with non-guaranteed hours within the Group is determined by summing up the number of such employees across all our operations. This calculation pertains to the date of 31 December 2024.

Employee turnover (HC) 2024
Rate 30.3%
Number of departures 1,029

Note: Excluding the number of non-guaranteed hours employees (HC)

Definition/methodology

The employee turnover rate is defined as the percentage of employees who have departed from the Group, expressed as a percentage. The total number of employees who have left the Group is ascertained by aggregating the departures across all countries of operation within the reporting period, while excluding workers who are not employees and non-guaranteed hours employees. To ascertain the percentage of departures, the total number of departures is divided by the average annual number of employees this metric encompasses throughout the reporting period. This metric additionally encompasses departures from CPI Hotels and Crans Montana ski resort, but only to the extent they are included in the consolidation. Departures from CPI Hotels are accounted for at a ratio of 2/12, while those from Crans Montana ski resort are 2/3 of the total reporting period.

The turnover rate within the real estate industry is typically elevated and is significantly impacted by various factors, including economic conditions, market competition, working environments and opportunities for career advancement. Moreover, the elevated turnover rate is further exacerbated by the inclusion of the hotel segment, where service industry employment dynamics and seasonality often account for prevalent reasons for employee turnovers.

Diversity metrics

Diversity metrics (HC) 2024
HC Share
Executive management 3
breakdown by gender
Male 3 100%
Female 0 0%
Top management 68 2.9%
breakdown by gender
Male 44 65%
Female 24 35%

Executive Management is defined as one level below the supervisors and is based at our HQ in the Czech Republic. As at 31 December 2024, it consisted of three members, one of whom is an employee with an employment contract and two with another type of executive agreement. Top management is delineated as comprising individuals situated two tiers below the Board of Directors and one tier below the Executive Management, with these personnel dispersed across the subsidiaries within the Group's operations.

Definition/methodology

The gender distribution within the Group is determined by aggregating the total number of male and female employees in executive and top management positions. These cumulative figures are then divided by the overall total of top management employees to ascertain gender distribution. This calculation pertains to the date of 31 December 2024.

Age distribution of employees (HC) 2024
HC Share
Under 30 years 467 20%
30-50 years 1323 57%
Over 50 years 535 23%
Total employees 2,325 100%

Note: This table includes all employees who have a contract of employment. Excluded from the calculation are employees with non-guaranteed hours.

Definition/methodology

The age distribution of employees is determined by aggregating the total number of employees who are thirty years of age or younger, employees aged between thirty and fifty years of age and employees who are fifty years of age or older. This metric is calculated as at 31 December 2024.

Remuneration metrics

Remuneration is established based on an individual's position and professional experience, encompassing a base salary and potential variable components contingent upon job responsibilities. The Group has standardised the classification of employees across all subsidiaries to enhance the precision of genderdemographic reporting. The classifications are as follows:

  • Top Management: Non-Board C-Level, Country Managers
  • Middle Management: Department Heads
  • Entry-Level Management: Team Leads, Staff Unit Leads
  • Non-Management Employees: All other

The Group aims to ensure equitable compensation for individuals possessing equivalent qualifications and performing comparable roles; however, the overall data is influenced by the existing gender imbalance prevalent within the sector.

Total Remuneration ratio 18.94
Note: Excludes non-guaranteed hours employees
Total 14.00%
Non-Management level 14.25%
Entry-Level Management level 13.89%
Middle Management level 16.21%
Top-Management level 2.41%
Gender pay gap 2024

Definition/methodology

The gender pay ratio is independently determined for each employee group, adjusted according to the weighted distribution by country, and subsequently consolidated utilising a weighted average methodology. Male employees' average gross hourly earnings are deducted from the average gross hourly earnings of female employees. This difference is then divided by male employees' average gross hourly earnings and multiplied by 100 to obtain the ratio. The final gender pay ratio is assessed based on the relative weights of the various employee groups in relation to the total employee count as of 31 December 2024.

Our reporting is based on the remuneration of the highest-earning employee compared to employees in

the Group.

Training and skills development metrics
Average number of training hours 2024
breakdown by gender
Male 21.96
Female 28.06
Total average training hours per employee 25.14

Note: Excludes non-guaranteed hours employees.

Definition/methodology

Training and skills development includes primarily mandatory training as well as voluntary training. These include various methods such as on-site training, online courses, workshops, certification programs, learning opportunities, pop-up courses, etc. The number of training hours per employee and by gender is calculated by dividing the total number of training hours recorded in the Group by the number of employees for each gender. This calculation is based on the reporting period as of 31 December 2024 and includes all employees in core employment within the Group, excluding employees with non-guaranteed hours.

myhive am Wienerberg, Vienna, Austria

Health and safety metrics

Core Business* CPI Hotels CM Ski Resort
Percentage of employees who are covered by the undertaking's health and safety
management system based on legal requirements and/or recognised standards or
guidelines
Employees 100% 98% 100%
Non-employees 77% 100% 0%
Number of fatalities as result of work-related injuries and work-related ill health
Employees 0 0 0
Non-employees 0 0 0
Other workers working on
undertaking's sites
0 0 0
Number of recordable work-related accidents/injuries for own workforce
Employees 59 4 6
Non-employees 16 0 0
Computing rate of work-related injuries
Employees 15.3 27.7 20.6
Non-employees 71.6 0.0 0.0
Number of cases of recordable work-related ill health, subject to legal restrictions on
the collection of data
Employees 21 0 0
Non-employees 0 0 0

* Core Business includes other segments, e.g., hotels managed by third-party operators, farms etc.

In our Core Business segment, accidents at work are not frequent because the nature of our work does not place a heavy physical burden on our employees. At the same time, a higher rate of injuries occurs in the hotel segment due to the nature of the work. Although we cannot disclose specific data due to the sensitive nature of the personal data, the nature of the workplace injuries recorded does not create significant trends or patterns. The Occupational Health and Safety Management System applies to almost all employees except for some temporary employees and people primarily engaged in "employment activities". In 2024, we did not record any fatal occupational injuries to our workforce or workers at our sites.

Definition/methodology

Number and rate of work-related accidents

Core Business, refers to the consolidated metric for employees in the reporting period as at 31 December 2024, recorded in the local occupational health and safety management systems of the Group entities. CPI Hotels and CM Ski Resort are extracted into separate columns, and their metrics refer only to the period during which they were part of the consolidated Group.

The number of occupational accidents involving both employees and non-employees during the period under review is recorded in the local occupational health and safety management systems of the Group's entities. The consolidated number refers to the total number of occupational accidents, regardless of their severity.

The recorded accident rate represents the number of cases of work-related accidents per one million hours worked. It is calculated by dividing the number of cases recorded in the reporting period by the aggregate number of hours worked in the Group and multiplying by one million.

Number of cases of notifiable work-related diseases

This parameter is duly collected; however, it remains unexplored in substantial detail due to the constraints imposed by the General Data Protection Regulation (GDPR).

Number of days lost

The total number of days lost is calculated from the first full day of absence to the last day of absence, encompassing all calendar days within the specified period, including weekends and public holidays.

Number of fatalities

The total number of fatalities is documented for individuals within the Group and for other employees at the worksites, resulting from work-related accidents or occupational diseases.

The Code of Ethics sets the following standards of conduct towards stakeholders

Towards Customers

We endeavour to build a partnership with our customers (including tenants) that operates in a manner consistent with our values, including ethical, social and environmental aspects. We strive to ensure that our customers share our values. At the same time, our priority is to satisfy the needs and expectations of our customers. Therefore, we conduct our business with due care and focus on protection and support of our customers' interests. We avoid any steps and actions which could damage our trustworthiness in our customers' eyes or distort their perception of our services.

Because Assurance of Infrastructural Health and Safety Compatibility is a Prerequisite to Our Customers' Satisfaction, we:

  • Comply with the highest customer general safety and fire safety standards;
  • Regularly monitor and assess safety-related issues as part of our extensive due diligence activities;
  • Carry out regular on-site customer property management; and
  • Ensure transparency of all measures and work conducted for customers.

We also pay attention to customers' complaints and inform them on handling of complaints, including remedial steps and measures to be taken. We always prefer an amicable solution to any disputes. If such an amicable solution cannot be reached, we inform the customer on all available out-of-court solutions to the respective dispute.

Towards Business Partners

We endeavour to build a partnership with our business partners (including suppliers and lenders) in a manner consistent with our values, including ethical, social and environmental aspects. We place the same ethical, social and environmental requirements on our business partners as on ourselves and our Representatives.

We establish and develop honest relationships with our business partners based on mutual trust and respect for contractual obligations. We prefer long-term relationships with our business partners and enter into relationships only with those adhering to applicable laws and using financial resources not resulting from illegal activities. In contractual negotiations and invoicing, we act in a fair and transparent manner. We respect the rights of our business partners to protect their trade secrets and other confidential information.

Towards Employees

We recognise and respect all legitimate rights of employees, including participation in trade unions. We create safe working conditions and an environment of trust and mutual respect, enabling each employee to develop his/her knowledge and skills. We strictly adhere to applicable laws on a healthy and injury-free workplace. We invest in the continual education of our employees and participate in their professional development. We provide adequate remuneration for the work completed and, in addition, reward exceptional performance.

We neither support nor tolerate any kind of discrimination or harassment; we support diversity and create conditions for work engagement of disabled individuals. We respect the personal lives of our employees by facilitating work-life balance. We conduct background checks of candidates as to previous breaches of applicable laws or ethical rules.

On the other hand, our employees are expected to advance the Group's legitimate business interests. They shall not enter into competition with the Group, provide unjustified advantages to any third party to the detriment of the Group or take advantage of business opportunities available to the Group for themselves or for their family members.

Towards Shareholders and Investors

We strive for continuous long-term increasing value for our shareholders and investors (including bondholders). We apply Corporate Governance rules in order to achieve balanced relationships between shareholders, investors, corporate bodies, executive management, employees, customers and other stakeholders. We provide our shareholders and investors with information on a regular basis in a transparent and non-discriminatory manner.

Towards Public Authorities and Regulators

We respect powers and competences of all relevant public authorities and regulators (including the respective stock exchanges), and their rules, decrees, decisions and other acts. We provide them with due and appropriate cooperation and information.

Towards Communities and Society as a Whole

We strive to contribute to friendly and peaceful cohabitation within our communities. We are 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 these policies. Our environmental policy is to comply with applicable laws, while pursuing energy-efficient solutions wherever possible.

Involvement of stakeholders GSG-HOF Geneststraße, Berlin, Germany photo: © Thomas Rosenthal

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Compliance with applicable laws, industry standards and best practices – In all countries where we operate, our primary concern is to comply with applicable laws, industry standards and best practices. Therefore, we prevent conflict of interest, money laundering and terrorist financing and neither support, nor tolerate any insider trading, sanctions circumventing, bribery, corruption or fraud, anti-competitive conduct, discrimination or harassment. We protect the environment and support sound social values and good relationships with our employees, shareholders, investors, customers, business partners and stakeholders.

  • Fairness, Integrity and Professionalism We promote the highest standards of integrity by always conducting our affairs in an honest and ethical manner. Each of us makes a commitment not to allow any kind of situation to undermine our standards for fairness and integrity in dealing with employees, shareholders, investors, customers and other business partners, public authorities, communities and other stakeholders. We always keep the highest standards of professional correctness and courtesy in any interaction and communication with our employees, shareholders, investors, customers and other business partners, public authorities, communities and other stakeholders.
  • Experience, Quality and Entrepreneurship We have excellent knowhow in our field of expertise, understand our business thoroughly and intend to deliver solely top-quality performance to our customers. We actively support a culture of empowerment and accountability, in which our employees can thrive personally and professionally, enhancing creativity in every discipline of the Group.
  • Pro-Active Approach and Teamwork Each of us is committed to take a pro-active approach in relation to our shareholders, investors, customers and other business partners, public authorities and communities, as well as our fellow employees. We try to satisfy wishes and needs of other people, and to recognize and understand their problems. The Group is proud to comprise a Europe-wide team of people who are aligned, motivated and rewarded for contributing to the team and to the long-term value of the Group.
  • Stability We are a strong, successful and stable Group, standing as a symbol of reliability to our employees, shareholders, investors, customers and other business partners and stakeholders.
  • Safety We are committed to a healthy and injury-free workplace and to the safety of our employees, contractors, visitors and communities in which we operate. Safety is fundamental to our overall operational and managerial excellence.
  • Community As our corporate culture is centred around respect and professionalism, we believe in giving back to our communities. We contribute to the sustainable economic, social and environmental development of our communities.

It is our policy to comply with the applicable laws of each country where we operate. Our Representatives* shall be aware of applicable laws that impact our business, comply therewith and refrain from any activity which is unethical, illegal or would endanger the safety of others. Our Representatives shall also ensure that their actions cannot be interpreted as being, in any way, in violation of applicable laws. The Group will not condone any activity of any Representative who achieves results through violation of applicable law or through non-ethical business dealings.

Conflicts of Interest

A conflict of interest may arise when a Representative's personal interests (or personal interests of his/her family members) interfere or appear to interfere with his/her ability to act in the best interest of the Group.

We respect the rights of our Representatives to manage their personal affairs and investments, and we do not wish to impinge on their personal lives. However, any activities that create or may create a conflict of interest are prohibited, unless specifically approved in compliance with applicable laws and the Group's internal rules. In turn, our Representatives may not engage in transactions directly or indirectly which lead to or could lead to a conflict of interest.

Even the appearance of a conflict of interest, where none exists, can be detrimental to the Group and shall be avoided. This also means that, as in all other areas of their duties, Representatives working with customers, business partners, competitors or any other persons cooperating with the Group shall act in the best interests of the Group to exclude consideration of personal preferences or benefits.

We expect our Representatives to be free from influences that conflict with the best interests of the Group or might deprive the Group of their undivided loyalty in business dealings. Our Representatives are required to refuse any intervention, coercion or influence that could jeopardize the impartiality of their decision-making relating to our business affairs and, at the same time, to inform their supervisor and the Compliance Officer of the Group (the "Compliance Officer"). The same notification duty applies if such Representative is uncertain whether a conflict of interest exists or will exist. Members of the Group's corporate bodies and management shall in such cases report to, and consult with, the Audit Committee of CPIPG.

Whistle-blowing

We expect our Representatives, as well as shareholders, investors, customers and other business partners and stakeholders to speak out if they have any concerns about breaches of applicable laws, the Code of Ethics, the Group's internal rules or any other illegal or unethical matters.

The Group has set up an Ethics Line to ensure full compliance with the EU Whistleblower Directive (the "Ethics Line"). The Ethics Line is a confidential, 24-hours-a-day, 365-days-a-year service, which is operated by an independent provider. The Ethics Line is available to all Representatives, as well as to the business partners, who wish to report any concern. Anyone using the Ethics Line can remain anonymous, except where specifically imposed by local law. No person making a report will be subject to discrimination or adverse treatment by virtue of making that report.

The Group aims to encourage all Representatives to speak out, if they have concerns on possible improprieties of any kind or risk of the improper conduct, including, but not limited to:

The Code of Ethics explains our core values

  • Conduct, which is an offence or breach of applicable laws, the Group's Code of Business Ethics and Conduct or other Group's internal rules;
  • Alleged miscarriage of justice;
  • Any Improper Conduct concerning health and safety risks;
  • Unauthorised use of public funds;
  • Possible fraud, corruption or bribery;
  • Sexual, physical or verbal harassment;
  • Bullying or intimidation of employees, customers or other persons;
  • Abuse of authority; or
  • Other illegal or non-ethical conduct.

Under the whistle-blowing procedure, arrangements are in place for independent investigations and for appropriate follow-up actions to be taken.

The Group is dedicated to continually enhance its whistle-blowing procedure, offering extensive protection to whistle-blowers and conduct thorough investigations into the reported concerns. Additionally, due to delayed transposition of the EU Whistleblower Directive into local legislations, the Group is systematically working on updating its whistle-blowing system across all jurisdictions to ensure its alignment with respective local laws. This secures not only compliance with local legislations but also reinforces the Group's commitment to promoting open communication and responsible conduct towards its stakeholders.

Prohibition of Corruption, Bribery and Fraud

We do not tolerate corruption, bribery or fraud in any form. Regardless of our geographic location, the Group and its Representatives shall comply with applicable anti-corruption, anti-bribery and anti-fraud laws (including the UK Bribery Act of 2010 and US Foreign Corrupt Practices Act of 1977). No Representative shall directly or indirectly:

  • Offer, make, promise or authorise the transfer of anything of value to a public official (or his/her family member) to obtain or retain a business advantage or to influence any decision by such official in his/her official capacity, unless authorised by applicable laws;
  • Offer, make, promise or authorise the transfer of anything of value to any private person or entity to improperly influence that person in the legitimate performance of his/her expected duties and obligations; and
  • Accept or receive anything of value from any person, where such a thing is offered, promised or given with the intention of improperly influencing that Representative to obtain or retain business for the Group or secure an improper business advantage.

Our Representatives are required to report any actual or suspected corruption, bribery or fraud to the Compliance Officer or through the whistle-blowing procedure. For the purposes of combating corruption, our employees have an anti-corruption clause in their employment contracts. Any violation of the above rules is considered a gross violation of work discipline.

Further, as giving gifts or entertainment to public officials is highly regulated and very often prohibited, each Representative shall avoid any activity that may be construed as a bribe, corruption or improper payment. In such cases, the Representatives shall always obtain relevant approval within the Group, and never offer gifts or entertainment to public officials without first checking with the Compliance Officer.

Procurement within the Group shall be conducted in a cost-effective, transparent and non-discriminatory manner and in compliance with applicable laws. Therefore, we expect our suppliers and other business partners to compete fairly and vigorously for our business and endorse the principles of the Code of Ethics and other relevant Group's internal rules. We select our suppliers and other business partners strictly on merit, rather than on improper benefits given or offered. Our Representatives may neither give to, nor accept from, anyone who conducts or seeks to conduct business with the Group, any gift, service or special treatment of any kind, unless:

  • It is permitted by applicable laws and the Group's internal rules; • It is permitted by the counterparty's own business policies;
  • It is of value not exceeding normal business practices, not in the form of cash payment and cannot be interpreted as a bribe or reward;
  • Potential publicising the information on providing such gift, service or special treatment of any kind would not be detrimental to the Group's reputation; and

  • It is provided with good intentions and for legitimate business purposes;

  • It is consistent with good business practices and ethical standards;
  • There is no expectation that such special treatment will follow;
  • It does not create an appearance of impropriety;
  • Providing such gift, service or special treatment of any kind was approved within the Group, if required.
  • We always treat our customers honestly, fairly and objectively. Our Representatives may provide gifts or entertainment to, or receive gifts or entertainment from, existing or potential customers only if conditions set out in the preceding paragraph are met.

Otherwise, our Representatives are obliged to refuse any such gift, entertainment, service or special treatment of any kind, warn the counterparty of the inadmissibility of such conduct and inform the Compliance Officer. If a Representative cannot avoid accepting such gift, entertainment, service or special treatment of any kind above the value of normal business practices, he/she must report it to the Compliance Officer, who will decide on further steps and measures to be taken.

Finally, any Representative may never try to induce by any means any business partner to give him/her any gift, entertainment, service or special treatment of any kind.

Anti-Money Laundering and Counter-Terrorism Financing

The Group's business activities are to be conducted in accordance, and all Representatives shall at all times comply, with applicable laws on the prohibition and prevention of money laundering and terrorism financing. This means, among others, that we must always have thorough knowledge of the business partners we do business with. In addition, we take steps and measures to prevent misusing our services for money laundering and terrorism financing.

Prohibition of Securities Fraud and Insider Trading

The Group's equity and debt securities are listed on several regulated exchanges, including Frankfurt, Luxembourg, Dublin, Tokyo, Warsaw, Vienna, and Budapest. In each listing venue, the Group must also comply with applicable disclosure and governance rules. Accordingly, preventing security fraud and insider trading is of paramount interest.

In particular, our Representatives may have access to material information that is not public and that would be likely to have a significant effect on the price of those instruments, if it were made public. As we comply with applicable laws on prohibition of securities fraud and insider trading, neither the Group, nor its Representatives may trade in the shares or other securities of any company in question, either directly or through another person, as long as such information has not been made public, and may not disclose such information, other than in the normal course of business.

In addition, within the Group any inside information shall only be disseminated to other Representatives on a need-to-know basis, such as a business purpose, and each Representative shall exercise care to keep such information secure from unnecessary or unintended disclosure, including disposal of documents containing such information.

International Sanctions and Export Controls

A number of countries have adopted laws regulating the import and export of goods, services, software and technology. Failure to comply with foreign economic and trade sanctions, export controls, embargoes and international boycotts of any type may constitute a crime and the sanctions for noncompliance can include fines and imprisonment. An entity that does not comply may also be denied the right to participate in foreign trade with the state whose laws were breached.

Therefore, the Group and its Representatives comply with applicable laws of the European Union, USA, United Kingdom and other countries concerning the import and export of goods, services, software and technology, foreign economic and trade sanctions, export controls, embargoes and international boycotts of any type.

Participation in Public Procurement and Public Tenders

We comply with laws on public procurement and public tenders, if applicable to us. We have a zero-tolerance policy in respect of any illegal or unethical practices relating to public procurement and public tenders, including bribery, corruption and fraud.

Prohibition of Cartels and Anti-Competitive Practices

Our policy is to conduct business honestly and fairly, and to comply with applicable competition and antitrust laws. This means that (i) the Group utilises competitive advantages while treating competitors appropriately, (ii) neither the Group, nor any of its Representatives may participate in illegal anti-competitive acts, including abuse of dominance or agreements to fix prices, manipulate or divide markets, limit production or otherwise unfairly restrict competition, and (ii) neither the Group nor any of its Representatives may exchange any commercially sensitive information with the Group's competitors.

Violations of competition and antitrust laws may result in severe penalties and significant fines against the Group. There may also be sanctions against individual Representatives, including substantial fines and prison sentences.

Protection of Intellectual Property

We recognise and respect the intellectual property rights of other persons and entities and fulfil all ethical and legal obligations concerning use of intellectual property.

The Group requires Representatives to respect copyrights, trademarks, patents and other intellectual property rights of all persons and entities to any material (including material downloaded from the internet and computer software), through:

  • Using all proprietary information, property and rights only for the purposes for which they are intended and approved for use; and
  • Avoiding copying, improper use or distribution of any work subject to intellectual property rights without the owner's prior permission, as violations of the above may result in civil or criminal liability for the Group or the Representatives.

Additionally, software purchases on behalf of the Group are permitted only with the appropriate approval granted within the Group, and any software shall be installed only by employees designated by the Information Technology department of the Group or through processes and resources dedicated by the Information Technology department of the Group. In the majority of cases, computer software is licensed to the Group by the software developer, thus such software and related documentation is not owned by the Group. Unless authorised by the software developer, neither the Group, nor any Representative have the right to reproduce or copy the software or related documentation.

On the other hand, the Group reserves all rights to any intellectual property, including patents, trademarks and copyrights, developed by the Representatives on the Group's time or utilising the Group's resources during the course of their relationship to the Group.

Protection of Confidential Information

One of our most important assets is confidential (or otherwise privileged) information, including our internal information and trade secrets. Such information, whether developed by us or provided to us by our customers, suppliers or other business partners, may include the list of current and prospective customers, suppliers or assets of the Group, financial and technical information concerning the Group's assets (e.g., period of renewal of leases, rents and expenses, financial projections, maintenance level of buildings and projects, or information relating to future disposals or acquisitions of assets), as well as training and organisational documents.

Each Representative shall comply with applicable information protection laws, which implies that each Representative has a duty to refrain from disclosing confidential information, unless and until such information is released to the public through approved channels, or unless he/she obtained the approval of the responsible member of the Group's management to disclose the confidential information. Additionally, before disclosing such information, the individual or entity receiving the information shall enter into a confidentiality or non-disclosure agreement with the Group. The aforesaid also requires that Representatives shall refrain from discussing confidential information with outsiders and even with other Representatives, unless those fellow Representatives have a legitimate need to know the information in order to perform their duties.

Unauthorised posting or discussion of any confidential information concerning the Group's business or prospects on the internet is prohibited, and all e-mails, voice mails and other communications within the Group are presumed confidential and shall not be forwarded or otherwise disseminated outside the Group, except where required for legitimate business purposes. Representatives leaving the Group shall return to the Group all confidential information in their possession as unauthorised keeping, use or distribution of such information could be illegal and result in civil liability and/or criminal penalties.

Finally, the Representatives shall take care not to inadvertently disclose confidential information. For this reason, all materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers shall be stored securely.

Protection of Personal Data

We comply with applicable laws on privacy and data protection, including Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).

We collect and retain personal data only to the minimum extent and for proper purposes as required by applicable laws and the Group's operational requirements. We also take all necessary or appropriate steps and measures to comply with applicable laws to safeguard and fairly process personal data, to maintain the confidentiality of personal data and prevent any accidental destruction, alteration, modification, loss, misuse, unlawful use or processing of, or unauthorised access to, personal data.

Certain Group companies have appointed Data Protection Officers with the functional and organisational responsibility for compliance with applicable laws and the Group's internal rules on personal data protection. The Group companies and their Representatives shall report any alleged breach of applicable laws or the Group's internal rules on personal data security to the relevant Data Protection Officer.

Use of Group's Assets

The Group's assets, facilities and services provided to the Representatives are for professional use only. Without prior authorisation, it is forbidden to take possession of or use the Group's assets for personal gain or advantage, to alter, remove or destroy the Group's assets, or to use the Group's services or equipment for personal purposes. Also, the Group's landlines and cell phones, e-mail services, internet access and other equipment and subscriptions must be used primarily for professional purposes. Concerning access to the internet, it is forbidden to download non-professional data or to visit websites whose content is unlawful or could be otherwise detrimental to the Group's reputation.

Use of Agents Honesty and integrity are key standards for the selection and retention of those who represent, or act on behalf of, the Group. Our policy is that agents acting on our behalf must be willing to certify their compliance with our internal rules and procedures, including the Code of Ethics, and may never be retained to circumvent our ethical and business standards.

Responsible procurement policy

The Group introduced a procurement policy, the aim of which is to set out universal standards for Group procurement processes, so that all procurement within the Group is conducted in a cost-effective, transparent and nondiscriminatory manner and in compliance with applicable laws, and to ensure that the Representatives understand all their responsibilities relating to the procurement and procurement processes.

The main principles in relation to procurement within the Group are the following:

Legality: The procurement and procurement processes shall be conducted in accordance with applicable laws and the Group's internal rules.

Non-Discrimination: The procurement and procurement processes shall be conducted in a non-discriminatory manner, and all current and potential suppliers shall be treated equally and without any special preference. The suppliers may be placed upon the black list for material reasons only.

Transparency: The procurement and procurement processes shall be conducted in a transparent manner. All relevant processes, qualifications, evaluations and communications shall be conducted in a way which does not raise doubts about proper selection of the most suitable supplier for the Group. The relevant documentation must be properly archived to allow subsequent reconstruction of each procurement process.

Cost-Efficiency: The purpose of the procurement shall be to optimise valuefor-money, i.e., to determine which supplier can provide the Group with the life cycle best price, quality and added value.

Binding Nature: The procurement policy or the principles relating to the procurement and procurement processes, as the case may be, shall not be circumvented. The Representatives are prohibited to split or manipulate any relevant documents (including orders or invoices) or in any other way distort the processes prescribed herein in order to avoid application of procurement policy or the principles relating to the procurement and procurement processes, as the case may be.

Confidentiality: The Representatives are prohibited to provide any third party with information related to specific terms and conditions, especially prices, under which the Group procures or intends to procure goods or services from its suppliers or potential suppliers.

CPIPG expects suppliers and business partners to meet the same ethical, social and environmental standards as the Group. Relationships with business partners are governed by the Group's suppliers' and tenants' codes of conduct and the procurement policy. Compliance with these policies is monitored through on-site visits and periodic reviews of suppliers. The Group reserves the right to exclude suppliers from new projects if breaches of policy are identified. The Code of Conduct for Suppliers was updated in 2023, in particular to reinforce the Group's commitment to responsible business practices throughout its supply chain.

Ensuring business ethics

At CPIPG, ethical practice is a core component of our corporate philosophy and we are committed to transparency in our management structure, corporate reporting and internal procedures and rules. We believe that this supports a corporate culture that is balanced between entrepreneurial spirit and core ethical values. An ethical approach combined with proper corporate governance enables us to conduct our European-wide business with the highest ethical and legal standards, which we owe to our stakeholders, communities and public authorities.

The Group's essential tenet is to comply with applicable laws, industry standards and best practices. Therefore, we obey applicable laws, both in letter and in spirit, and continually review and implement industry standards and best practices, including those relating to Corporate Governance and Compliance. This approach ensures that our internal procedures and rules comprise all pivotal pillars of Corporate Governance and Compliance, including environmental issues, conduct of employees, suppliers and tenants, sanctions and export controls, whistle-blowing, procurement, data and information protection, conflict of interests, as well as prevention of insider trading, bribery, corruption, fraud, money laundering, terrorist financing and anti-competitive practices. The Group also endorses principles of the UN Global Compact.

The Code of Ethics, as an integral part of our internal rules, together with our Group policies, form a framework for our Corporate Governance and Compliance. The Code of Ethics sets basic standards of conduct for all employees and agents acting on behalf of the Group, as well as for all Representatives, and is intended to prevent illegal, unethical or otherwise socially improper conduct.

We also expect our shareholders, investors, customers, and other business partners to comply with the Code of Ethics.

Political Involvement, Lobbying and Public Policy

The Group holds political neutrality and does not support any political groups, parties or activities through donations or otherwise, even if permitted by applicable laws. The Group also respects Representatives' freedom of political participation and encourage its Representatives to become involved in civic affairs and to participate in the political process. This way, we can all practice good citizenship and make meaningful contributions to our communities. However, any political activity on the Representative's own behalf must occur strictly in an individual and private capacity, not on behalf of the Group, strictly in the Representative's own time and may not be detrimental to the reputation of the Group.

Moreover, use of the Group's resources or funds to campaign for an elected position or make a contribution to a political party or candidate is strictly prohibited. The Representatives interested in serving in an elected or appointed public position shall advise the Compliance Officer to ensure understanding of the Group's Political Involvement Policy rules and other internal rules and possible legal ramifications and to manage possible conflicts of interest, including anti-bribery and anti-corruption compliance requirements.

Any lobbying activities on behalf of the Group are prohibited unless pursued by persons duly authorised thereto by the Remuneration, Nomination, and Related Party Transaction Committee. Any such activities may never be detrimental to the reputation of the Group or conflict with rules concerning the prohibition of corruption, bribery and fraud (as specified in the above section on Prohibition of Corruption, Bribery and Fraud).

Protecting Our Reputation

In order to avoid inappropriate or inaccurate publicity related to the Group, we disclose information concerning the Group and its work to the media (whether printed, broadcasted or on the internet) or otherwise to the public only through authorised persons and specific limited channels. We disclose only true, accurate and not misleading information. We also use only decent and ethical marketing and advertising. Representatives may not provide any information to the media or public about the Group on or off-the-record, for background only, confidentially or secretly. All inquiries or calls from the press shall be referred to the PR and Marketing Director of the Group.

Accounts on social networks under the Group's brand can be established only with prior consent of the Group. Information published by Representatives on social networks via their private accounts may not be detrimental to the Group's reputation.

Rules for Gifts and Hospitality

Giving gifts to or accepting gifts from, as well as providing hospitality to or accepting hospitality from, individuals or entities that we do business with may be a valuable way for the Group to establish and maintain good business relationships. However, it may never conflict with rules concerning prohibition of corruption, bribery and fraud (as specified in the above section on Prohibition of Corruption, Bribery and Fraud).

Rules for Charity and Sponsorship

We believe that charity and sponsorship are important to the communities where we operate. We respect our local communities and do our best to broaden recognition of the Group's capabilities and improve community relations. We provide financial support to specific sport, cultural, charitable and social projects and activities; however, never in order to obtain illegal or unethical benefit or advantage. We always keep an apolitical position and never provide financial or other support to political parties or movements.

Diversity and Non-Discrimination

We are committed to creating an environment of respect for and appreciation of individual differences that is free from direct or indirect discrimination, harassment, retaliation and/or sexual assault. The Group rejects any form of discrimination and harassment based on sex, sexual orientation, race, gender or gender identity or expression, colour, creed, religion, age, national origin, ethnicity, disability, ancestry, veteran or military status, pregnancy, genetic information, marital status, citizenship status, philosophical, religious or political beliefs, wealth, social background, state of health, and any other characteristic protected by law. Any such discrimination is not tolerated.

Diversity and inclusion initiatives are being applied across all HR functions, including, but not limited to, recruitment and selection, compensation and benefits, mobility, professional development, training and terminations. The Group seeks to ensure that all employees are paid fairly reflecting their capabilities and performance and that gender or other irrelevant characteristics are never a factor. The Group provides reasonable accommodation to the known physical or mental limitations of qualified individuals with disabilities.

Zlatý Anděl, Prague, Czech Republic

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 as follows.

(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 8,619,522,791 ordinary shares of one class, out of which 112,135,971 shares (approximately 1.30% of the total number of shares outstanding), registered under ISIN code LU0251710041, are admitted to trading on the regulated market of the Frankfurt Stock Exchange in the General Standard segment. The remaining 8,507,386,820 Company shares (approximately 98.70% of the total number of shares outstanding) are currently not listed and are non-tradeable on a regulated market.

(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 are no restrictions on the transfer of Company's shares or other securities issued by the Company. However, final terms of certain series of the notes issued under Company's Euro Medium Term Note (EMTN) Programme include a 'Prohibition of Sales to EEA Retail Investors' legend. In such case these notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA, within the meaning of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

(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:

Based on the latest shareholders' declarations received as at 31 December 2024, the following table sets out information regarding the ownership of the Company's shares:

Radovan Vítek
(Vitek Trusts)
7,408,482,784 85.95%
Clerius Properties
(affiliate of Apollo Funds)
254,130,754 2.95%
Others 706,990,487 8.20%
Treasury shares 249,918,766 2.90%
CPIPG total shares
outstanding
8,619,522,791 100%

(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. The Company respect the rights of its shareholders and ensure they receive equitable treatment. The Company has established a policy of active communication with the shareholders.

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

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 are no restrictions on voting rights of the securities issued by the Company, except for the own shares held by the Company, where the voting rights are suspended under law.

(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:

The Company was notified about an agreement between Mr. Vítek and Apollo relating to the governance of the Company.

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

The Company is managed by a Board of Directors appointed as a collegiate body by the general meeting of shareholders. The Board of Directors shall be composed of the number of members determined by the general meeting of the shareholders and shall amount to at least three members. The Directors are elected by the general meeting of shareholders for a period of maximum six years. The directors are eligible for re-election and may be removed with or without cause at any time by decision of the general meeting of shareholders by simple majority vote. In the event of a vacancy in the Board of Directors, the remaining members may co-opt a new member. The Directors may be either natural persons or legal entities. The articles of association may be modified by an extraordinary general meeting of the shareholders, deliberating with a quorum of at least half of the corporate capital and deciding by a vote of at least a two-thirds majority of the votes cast.

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

The Board of Directors is empowered to perform any acts necessary or useful in achieving the Company's objectives. All matters not expressly reserved to the general meeting by law or by Company's articles of association are within the competence of the Board of Directors. In particular, the Board of Directors has the following tasks and competencies, without such list being exhaustive:

  • Setting the objectives and management policies of the Company;
  • Preparing the annual operating and financing plans;
  • Managing the Company's business affairs and performing all the acts and operations relating to the corporate purpose that do not fall within the duties attributed to other bodies of the Company;
  • Representing the Company in or out of court;
  • Acquiring or selling real estate;
  • Incorporating companies;
  • Adopting resolutions regarding the issuance of bonds, or borrowings;
  • Approving issuance of new shares pursuant to the authorised share capital.

As at 31 December 2024, the Company has also an authorised, but unissued and unsubscribed share capital set at €3,885,714,285.70 consisting of up to 38,857,142,857 new ordinary shares in addition to the shares currently outstanding.

-

As at 31 December 2024, the Company is authorised to redeem/ repurchase up to 731,753,766 own shares under the buy-back programme approved in 2023. For more details on the authorised share capital and the buyback please refer to Note 6.13 of the Consolidated financial statements as of 31 December 2024.

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:

The base prospectus dated 24 April 2024, prepared in connection with the Company's Euro Medium Term Note Programme, as amended (the 'Programme') contains a change of control put clause, i.e., redemption at the option of the noteholders upon a change of control, provided certain other criteria defined in the Programme occur. Change of control event pursuant to the Programme occurs in case any person or any persons acting in concert (other than Mr. Radovan Vítek, any member of his immediate family or any entity directly or indirectly controlled by him or them) shall acquire a controlling interest in (A) more than 50 per cent., of the issued or allotted ordinary share capital of the Issuer or (B) shares in the issued or allotted ordinary share capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, subject to further conditions. For exact terms please refer to Condition 7.6. of the base prospectus of the Programme. Changes of control provisions are stipulated in the Revolving Credit Facility and Schuldschein agreements entered into by the Company. Certain credit facility documentation with financing banks of the Group contains market standard change of control.

(j) 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.

Not applicable as of 31 December 2024.

Required information

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DECLARATION LETTER

FINANCIAL REPORT

AS AT 31 DECEMBER 2024

1.1. Person responsible for the Annual Financial Report

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

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

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

  • the consolidated financial statements of the Company as at 31 December 2024, 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 result of the Company and its subsidiaries included in the consolidation taken as a whole; and
  • the Management report as at 31 December 2024, 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, 31 March 2025

Mr. David Greenbaum

CEO & Managing Director

CPI PROPERTY GROUP

CONSOLIDATED FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2024 AND FOR THE YEAR THEN ENDED

Consolidated statement of comprehensive income

The accompanying notes form an integral part of these consolidated financial statements.

Year–ended
Note 31 December 2024 31 December 2023
Gross rental income 5.1 925.5 934.1
Service charge and other income 5.2 416.7 426.7
Cost of service and other charges 5.2 (381.2) (396.7)
Property operating expenses 5.3 (165.8) (168.6)
Net rental income 795.2 795.5
Development sales 71.0
Development operating expenses (67.4)
Net development income 3.6
Hotel revenue 5.4 149.6 248.0
Hotel operating expenses 5.4 (106.0) (172.2)
Net hotel income 43.6 75.8
Other business revenue 5.5 63.7 85.0
Other business operating expenses 5.5 (63.6) (82.1)
Net other business income 0.1 2.9
Total revenues 1,626.5 1,693.8
Total direct business operating expenses (784.0) (819.6)
Net business income 842.5 874.2
Net valuation loss 5.6 (348.8) (1,144.8)
Net loss on the disposal of investment property and subsidiaries 5.7 (12.8) (34.4)
Amortisation, depreciation and impairment 5.9 (52.7) (27.9)
Administrative expenses 5.8 (136.6) (138.0)
Other operating income 17.4 12.1
Other operating expenses (25.2) (28.1)
Operating result 283.9 (486.9)
Interest income 46.0 39.0
Interest expense 5.10 (362.1) (348.0)
Other net financial result 5.11 (67.8) (70.7)
Net finance costs (383.9) (379.7)
Share of loss of equity-accounted investees (net of tax) (14.9) (20.2)
Profit before income tax (114.9) (886.8)
Income tax expense 5.12 (82.6) 9.3
Net profit from continuing operations (197.5) (877.5)
Items that may or are reclassified subsequently to profit or loss
Translation difference 6.13 (75.3) (18.9)
Cash flow hedges (57.5) (88.9)
Income tax on other comprehensive income items 12.9 7.0
Items that will not be reclassified subsequently to profit or loss
Revaluation of property, plant and equipment 6.3 16.6 66.2
Income tax on other comprehensive income items (3.8) (14.0)
Other comprehensive income for the period, net of tax (107.1) (48.6)
Total comprehensive income for the year (304.6) (926.1)
Net profit attributable to:
Owners of the parent (265.5) (899.9)
Non-controlling interests (5.1) (53.6)
Perpetual notes holders 73.1 76.0
Profit for the year (197.5) (877.5)
Total comprehensive income attributable to:
Owners of the parent (372.6) (948.5)
Non-controlling interests (5.1) (53.6)
Perpetual notes holders 73.1 76.0
Total comprehensive income for the year (304.6) (926.1)
Earnings per share
Basic earnings in EUR per share 6.13 (0.03) (0.10)
Diluted earnings in EUR per share 6.13 (0.03) (0.10)

Consolidated statement of financial position

The accompanying notes form an integral part of these consolidated financial statements.

Note 31 December 2024 31 December 2023
Non-current assets
Intangible assets and goodwill 6.1 85.6 129.8
Investment property 6.2 16,411.9 17,262.7
Property, plant and equipment 6.3 374.2 866.5
Hotels 6.3 277.6 781.5
Other property, plant and equipment 6.3 96.6 85.0
Biological assets 8.3 8.9
Equity accounted investees 6.4 797.7 717.2
Other financial assets 6.5 253.5 264.1
Loans provided 6.6 269.8 179.1
Deferred tax assets 5.13 80.6 118.2
18,281.6 19,546.5
Current asset
Inventories 6.7 48.7 73.5
Biological assets 3.2 3.1
Income tax receivables 33.0 27.2
Trade receivables 6.8 207.6 227.7
Loans provided 6.6 32.8 22.0
Cash and cash equivalents 6.9 1,082.0 1,022.6
Other financial assets 6.10 84.8 135.3
Other non-financial assets 6.11 152.9 149.7
Assets linked to assets held for sale 6.12 637.1 722.7
2,282.1 2,383.8
Total assets 20,563.7 21,930.3
Equity
Equity attributable to owners of the parent 6.13 4,950.2 5,567.6
Share capital 6.13.1 85.3 855.3
Share premium 6.13.1 775.2 920.2
Other reserves 6.13.3 299.8 434.2
Retained earnings 6.13.4 3,789.9 3,357.9
Perpetual notes 6.13.5 1,580.0 1,585.2
Non-controlling interests 6.13.6 1,289.7 1,104.5
7,819.9 8,257.3
Non-current liabilities
Bonds issued 6.14 4,870.5 4,274.1
Financial debts 6.15 4,884.2 6,325.7
Deferred tax liability 5.13 1,456.4 1,547.7
Provisions 6.17 69.7 35.7
Other financial liabilities 6.18 170.7 188.0
11,451.5 12,371.2
Current liabilities
1,292.3 1,301.8
Liabilities linked to assets held for sale 6.12 112.6 104.9
Other non-financial liabilities 51.1 58.3
Other financial liabilities 6.20 489.0 235.9
Income tax liabilities 80.9 63.0
Trade payables 6.19 184.3 218.3
Financial debts 6.15 267.2 412.2
Bonds issued 6.14 107.2 209.2
Total equity and liabilities
20,563.7
21,930.3
------------------------------------------------------

Consolidated statement of changes in equity

The accompanying notes form an integral part of these consolidated financial statements.

Note Share
capital
Share
premium
Translation
reserve
Legal
reserve
Hedging
reserve
Revaluation
reserve
Retained
earnings
Equity
attributable to
owners of the
parent
Perpetual
notes
Non
controlling
interests
Total
equity
As at 1 January 2024 855.3 920.2 101.5 5.8 (45.7) 372.6 3,357.9 5,567.6 1,585.2 1,104.5 8,257.3
Profit for the period (265.5) (265.5) 73.1 (5.1) (197.5)
Total other comprehensive expense (75.3) (44.6) 12.8 (107.1) (107.1)
Total comprehensive income for the year (75.3) (44.6) 12.8 (265.5) (372.6) 73.1 (5.1) (304.6)
Share buy-back 6.13 (0.3) (145.0) (145.3) (145.3)
Decrease of share capital 6.13 (769.7) 769.7
Dividend paid to minority shareholders (23.9) (23.9)
Additional purchase of NCI 6.13 (3.7) (3.7) (112.0) (115.7)
Sale of NCI 6.13 (92.3) (92.3) 333.3 241.0
Amount paid to perpetual notes holders 6.13 (78.3) (78.3)
Disposal of subsidiaries and other 6.13 (27.3) 23.8 (3.5) (7.1) (10.6)
Total other movements 6.13 (770.0) (145.0) (27.3) 697.5 (244.8) (78.3) 190.3 (132.8)
As at 31 December 2024 85.3 775.2 26.2 5.8 (90.3) 358.1 3,789.9 4,950.2 1,580.0 1,289.7 7,819.9
Note Share
capital
Share
premium
Translation
reserve
Legal
reserve
Hedging
reserve
Revaluation
reserve
Retained
earnings
Equity
attributable to
owners of the
parent
Perpetual
notes
Non-controlling
interests
Total
equity
As at 1 January 2023 863.8 991.2 120.4 5.8 36.2 320.4 4,242.0 6,579.8 1,584.4 1,098.8 9,263.0
Profit for the period (899.9) (899.9) 76.0 (53.6) (877.5)
Total other comprehensive income (18.9) (81.9) 52.2 (48.6) (48.6)
Total comprehensive income for the year (18.9) (81.9) 52.2 (899.9) (948.5) 76.0 (53.6) (926.1)
Share buy-back 6.13 (8.5) (71.0) (79.5) (79.5)
Additional purchase of NCI 6.13 (1.7) (1.7)
Amount paid to perpetual note holders 6.13 (75.2) (75.2)
Capital increases 6.13 24.9 24.9 24.9
Sale of NCI 6.13 (9.1) (9.1) 61.0 51.9
Total other movements 6.13 (8.5) (71.0) 15.8 (63.7) (75.2) 59.3 (79.6)
As at 31 December 2023 855.3 920.2 101.5 5.8 (45.7) 372.6 3,357.9 5,567.6 1,585.2 1,104.5 8,257.3

Consolidated cash flow statement

The accompanying notes form an integral part of these consolidated financial statements.

Year-ended
Note 31 December 2024 31 December 2023
Profit before income tax (114.9) (886.8)
Adjusted by:
Net valuation loss 5.6 348.8 1,144.8
Net gain on the disposal of investment property and subsidiaries 5.7 12.8 34.4
Depreciation and amortization 5.9 29.6 47.2
Impairment of assets 5.9 23.1 (27.7)
Net interest expense 316.1 309.0
Net gain on revaluation of financial derivatives 5.11 51.6 92.6
Share of profit of equity accounted investees 14.9 20.2
Unrealised exchange rate differences and other non-cash transactions 16.3 (28.3)
Profit before changes in working capital and provisions 698.3 705.4
(Increase)/ decrease in inventories 24.9 (18.9)
Decrease in trade and other receivables 39.2 63.4
Increase/ (decrease) in trade and other payables 45.7 (17.2)
Change in provisions 34.0 (0.6)
Income tax paid (109.7) (62.6)
Net cash from operating activities 732.4 669.5
Acquisition of subsidiaries, net of cash acquired 3.2, 3.3 (1.8) (1.2)
Proceeds from deconsolidation of hotel subsidiaries 138.0
Acquisition of non-controlling interest 6.13 (117.3) (10.8)
Acquisition of other financial investments (67.7) (10.4)
Proceeds from sale of non-controlling interest 6.13 240.9 61.0
Proceeds from disposals of subsidiaries, net of cash disposed 390.4 313.9
Advance payment received on sales of subsidiaries 263.3 -
Purchase and expenditures on investment property 6.2 (363.6) (362.9)
Purchase and expenditures on property, plant and equipment 6.3 (49.3) (47.2)
Purchase of intangible assets 6.1 (11.5) (9.0)
Purchase of biological assets (3.2)
Proceeds from sale of investment property 441.5 370.0
Proceeds from sale of property, plant and equipment 56.8 8.9
Proceeds from sale of biological assets 1.5
Proceeds from sale of other investments 5.3
Loans provided 6.6 (398.2) (449.1)
Loans repaid 6.6 414.9 211.0
Interest received 22.1 3.0
Dividends received 7.9
Net cash used in investing activities 971.7 75.5
Share buyback 6.13 (145.2) (79.5)
Payment to perpetual note holders including repayment of perpetual bonds 6.13 (78.3) (75.2)
Proceeds from bonds issued 6.14 1,306.5 75.0
Repayment of bonds issued 6.14 (852.3) (588.6)
Interest paid 6.14 (339.0) (386.9)
Drawings of loans and borrowings 6.14 967.0 2,970.4
Repayments of loans and borrowings 6.14 (2,471.2) (2,650.5)
Net drawings of lease liabilities 6.14 (0.4) (5.8)
Dividends paid (24.0)
Net cash from/ (used in) financing activities (1,636.9) (741.1)
Net increase/ (decrease) in cash 67.3 3.9
Cash and cash equivalents at the beginning of the period 6.9 1,022.6 1,033.2
Less: Cash and cash equivalents reclassified from/ (to) assets held for sale
sale sasasale
(7.9) (14.5)
Cash and cash equivalents at the end of the period 1,082.0 1,022.6

Notes to the consolidated financial statements

1 General information

CPI PROPERTY GROUP S.A. (hereinafter also the "Company" or "CPIPG", and together with its subsidiaries as the "Group") is a real estate group founded in 2004 as ORCO Germany S.A. Since its foundation the Group has been operating in Germany and concentrated mainly on commercial property, project development and asset management, principally in Berlin. With its subsidiary Gewerbesiedlungs-Gesellschaft ("GSG"), the Group is the largest lessor of commercial property in the Berlin area. After the incorporation into Czech Property Investments a.s. in 2014, the Group expanded to a number of CEE countries, primarily the Czech Republic. In 2022, the Group completed two significant acquisitions of Austrian real estate group CPI EUROPE AG ("CPI EUROPE", formerly IMMOFINANZ AG, renamed in March 2025) and SIMMO AG ("SIMMO").

The Group is primarily focused on investment properties, as well as development and asset management for third parties.

CPI PROPERTY GROUP S.A. is the parent company of the Group. The Company is a Luxembourg 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.

The registered office of the Company is located at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg.

Description of the ownership structure

As at 31 December 2024, Radovan Vítek (Vitek Trusts) is the primary shareholder of the Company controls 88.52% of the Company shares.

For the list of shareholders as at 31 December 2024, refer to note 6.13.

Board of Directors

As at 31 December 2024, the Board of Directors consists of the following directors:

Chairman: Edward Hughes
Executive members: David Greenbaum, Chief Executive Officer and Managing Director
Zdeněk Havelka, Chief Operating Officer and Managing Director
Non-executive members: Edward Hughes
Philippe Magistretti
Jonathan Lewis
Omar Sattar
Tim Scoble
Mirela Covasa

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.

The consolidated financial statements were authorised for issue by the Board of Directors on 31 March 2025. All the figures are presented in millions of Euros, except if explicitly indicated otherwise.

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

(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 2024. The amendments and interpretations apply for the first time in 2024, 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.

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

The amendments in IFRS 16 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 had no impact on the Group's financial statements.

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures 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 had no impact on the Group's financial statements.

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

The amendments to IAS 1 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
  • 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, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.

The amendments have no impact on the Group.

The amendments that are not yet effective and have not yet been endorsed by the European Union

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments)

In May 2024, the IASB issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted.

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments)

In December 2024, the IASB issued targeted amendments for a better reflection of Contracts Referencing Nature-dependent Electricity, which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted.

The amendments have no impact on the Group.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and expenses within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued operations. These categories are complemented by the requirements to present subtotals and totals for 'operating profit or loss', 'profit or loss before financing and income taxes' and 'profit or loss'. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for reporting periods beginning on or after January 1, 2027, with earlier application permitted. Retrospective application is required in both annual and interim financial statements. The standard has not yet been endorsed by the EU. The Group analyses impact of the IFRS 18 on its consolidated financial statements.

(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:

  • 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.

(d) Functional and presentation currency

These consolidated financial statements are presented in Euro, which is the Company's functional currency. All financial information presented in Euro (EUR) has been rounded to the nearest million, 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 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 (a) Contingent consideration;
  • Note 2.2 (c) Classification of investment property;
  • Note 2.2 (n) Service charges: Gross versus net revenue recognition.

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

  • Note 2.2 (j) Impairment test;
  • Note 2.3 (b) Determination of fair value;
  • Note 5.13 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

The Group uses the direct method of consolidation, under which the financial statements of consolidated subsidiaries are translated directly into the presentation currency of the Group, which is the Euro. Subsidiaries are fully consolidated from the date of the acquisition, being the date on which the Group obtains control, and continues 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.

(i) Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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.

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 acquiree 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 an 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. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in joint venture are accounted for using the equity method.

The financial statements of the equity accounted investees are prepared for the same reporting period as the Group. The accounting policies are aligned with those of the Group. Therefore, no adjustments are made when measuring and recognising the Group's share of the profit or loss of the investees after the date of acquisition.

The Group's investment in joint venture are accounted for using the equity method. The aggregate of the Group's share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non[1]controlling interests in joint venture. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of joint venture since the acquisition date. Goodwill relating to joint venture is included in the carrying amount of the investment and is not tested for impairment separately. The cost of the investment includes transaction costs. The statement of profit or loss reflects the Group's share of the results of operations of joint venture. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognised directly in the equity of joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in joint venture.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of joint venture and its carrying value, and then recognises the loss within 'Share of profit of an associate and a joint venture' in the statement of profit or loss.

Upon loss of significant influence over joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

(v) Property asset acquisition

A transaction that does not represent a business combination, because the acquired entity does not constitute a business in accordance with the IFRS 3, is 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 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 entities in different countries that have non-EUR functional currency:

Country Functional currency
Bulgaria BGN
Croatia EUR
Czech Republic* CZK
Hungary* HUF
Poland* PLN
Romania* RON
Russia RUB
Serbia RSD
Switzerland CHF
Turkey TRY
United Arab Emirates AED
United Kingdom GBP

* Except for CPI EUROPE and SIMMO subsidiaries which have EUR as a functional currency.

(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 selfconstructed investment property includes the 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 2024 and 2023 respectively.

Property that is being constructed or developed for future use and 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) Right of use assets (leased assets)

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-ofuse 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 assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term 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 either at cost less accumulated depreciation (see below) and impairment losses (see note 2.2(j)), or at revaluated amounts.

(ia) Hotels and resorts

Hotels are stated at revalued amounts that are fair values based on appraisals prepared by external professional valuers each year or more frequently if market factors indicate a material change in fair value. Revaluation shall be made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. When an item of property, plant and equipment is revalued, any accumulated depreciation at the date of the revaluation is eliminated against the gross carrying amount of the asset and the net amount restated to the revalued amount of the asset.

An increase in carrying value of an asset as a result of revaluation is recognised in OCI and accumulated in equity under the heading of revaluation surplus. However, the increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss.

A decrease in carrying value of an asset as a result of revaluation is recognised in profit or loss. However, the decrease shall be recognised in OCI to the extent of any credit balance existing in the revaluation surplus in respect of that asset. The decrease recognised in OCI reduces the amount accumulated in equity under the heading of revaluation surplus.

(ib) Other items of property, plant and equipment

Other items of property, plant and equipment (except hotels and resorts) 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 as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

(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 are 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. 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
2024
2023
Property 30 – 50 years 30 – 50 years
Equipment 5 – 10 years 5 – 10 years
Motor vehicles 5 years 5 years
Fittings 3 – 5 years 3 – 5 years
Computers 3 years 3 years

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

(f) Intangible assets

(i) Goodwill

Business combinations are accounted for by applying the acquisition method. For the measurement of goodwill at initial recognition, see note 2.2(a).

Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested for impairment annually (see accounting policy 2.2(j)).

(ii) 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 below) and accumulated impairment losses (see accounting policy 2.2(j)).

(iii) Subsequent expenditure

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

(iv) Trademarks

Acquired trademarks are shown at cost less accumulated impairment losses. When they have indefinite useful life, trademarks are tested for impairment annually or when there is an indication of impairment.

(v) Amortisation

Except for goodwill, 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.

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

Assets 2024 2023
Software 3 – 8 years 3 – 8 years
Other intangible assets 3 – 5 years 3 – 5 years

Amortisation 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) Biological assets

Biological assets are measured at fair value less costs to sell, with any change therein recognised in profit or loss.

The Group recognises a biological asset or agriculture produce only when the entity controls the asset as a result of past events, it is probable that future economic benefits will flow to the entity, and the fair value or cost of the asset can be measured reliably. Biological assets within the scope of IAS 41 are measured on initial recognition and at subsequent reporting dates at fair value less estimated costs to sell, unless fair value cannot be reliably measured, in which case they are valued at cost. The gain on initial recognition of biological assets at fair value less costs to sell, and changes in fair value less costs to sell of biological assets during a period, are included in profit or loss.

All costs related to biological assets that are measured at fair value, except for the acquisition costs, are recognised as expenses when incurred.

(i) 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.

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 rate (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 unless they 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.

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(j)).

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 recoverable amount of the Group's provided loans is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e., the effective interest rate calculated at initial recognition of these financial assets).

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(j)).

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 shortterm 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 equivalents for 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.

Cash accounts restricted from use are classified as other receivables. If use of these accounts is subject to the respective bank approval only, the accounts are classified as cash and cash equivalents.

(ii) Non-derivative financial liabilities

Non-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 as the 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 recognised 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 uses the 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 liabilities is remeasured 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.

(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.

Treasury shares

Treasury shares represent shares of the Company which were acquired by the Group. The cost of treasury shares is deducted from equity. When treasury shares are sold or reissued, the amount received is recognised as an increase in equity.

(iv) Derivative financial instruments and hedge accounting

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred.

The Group holds derivative financial instruments to hedge its interest rate and foreign currency risk exposures.

Cash flow hedges

On initial designation of the derivative as a hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that ultimately could affect reported profit or loss.

The effective portion of changes in the fair value of derivative hedging instruments designated as a cash flow hedge are recognised in OCI and in the cash flow hedge reserve. To the extent that the hedge is ineffective, changes in the fair value of the derivative are recognised in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, or if it expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in equity remains there until the anticipated transaction takes place, upon which it is reclassified in the profit and loss.

For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss.

Other non-hedging derivatives

When a derivative financial instrument is not designated in a qualifying hedge relationship, all changes in its fair value are recognised immediately in profit or loss.

(v) Perpetual bonds

The Group analyses the bonds issued if it holds unconditional rights to avoid delivering cash in respect of both, the principal and related interests. The bonds are classified as an equity instrument and classified separately as equity attributable to perpetual bond holders if the Group has an unconditional right to avoid delivering cash (or another financial instrument

(j) 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. Determination of ECL for loans provided to the majority shareholder or entities controlled by majority shareholder considers the Group's credit rating.

(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(q)), 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.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which the goodwill is monitored. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. Impairment losses relating to goodwill cannot be reversed in future periods.

(k) 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 risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(l) Post-employment obligations

(i) Defined benefit plan

The Group has entered into defined benefit plans defined as an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the consolidated statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the net defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability.

Remeasurements of the net defined liability which comprise actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, the return of plan assets (excluding interest) and the effect of the asset ceiling (if any), are charged or credited to OCI in the period in which they arise. Net interest expense and other expenses related to the defined benefit plans are recognised in the statement of comprehensive income.

The valuation of the pension obligation is performed by an independent actuary.

(ii) Defined contribution plans

Contributions are made to the Government's health, retirement benefit and unemployment plan at statutory rates applicable during the period and are based on gross salary payments. The arrangements of the Government's health, retirement benefit and unemployment plans qualify as defined contribution plans. The Group has no further payment obligations once the contributions have been paid. The expense for the contributions is charged to profit and loss in the same period as the related salary expense.

(m) 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.

(n) 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) Service charges and other income

Income arising from expenses recharged to tenants is recognised 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 acts rather as a principal in these arrangements.

Other income is recognised in profit or loss when the tenant obtains control of the goods or services.

(iii) Hotel revenue

Represents revenues derived from hotel operations, including room rentals, food and beverage sales and other ancillary goods and services. Revenue is recognised immediately when the customer obtains control of the goods or services.

(iv) Development sales

A sale of self-constructed trading property is generally a single performance obligation and the Group has determined that this is satisfied at the point in time when control transfers. Revenue is recognised immediately when the customer obtains control of the property.

(v) Other business revenue

Other business is represented by mountain resort and agriculture operations. Other business revenue is recognised in profit or loss when the customer obtains control of the goods or services.

(vi) Government grants

The Group recognises an unconditional government grant related to a biological asset in profit or loss as other business revenue when the grant becomes receivable. Other government grants are recognised where there is reasonable assurance that the grant will be received and all conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

(vii) Sale of investment 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 is recognised 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.

(o) 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.

(p) 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.

(q) Income tax

(i) 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 for the period and an estimate of nondeductible 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.

(ii) 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 rates that 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.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

(r) 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.

(s) Segment reporting

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

The Group reports five operating segments: Czech Republic, Berlin, Poland, Hotels and resorts and Complementary assets.

Segment results that are reported to the Board of Directors include items directly attributable to a segment or items that can be allocated on a reasonable basis. Unallocated items comprise primarily head office expenses, financing and income tax assets and liabilities.

The operating segments are determined based on the Group's management and internal reporting structure.

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.

Inter-segment pricing is determined on an arm's length basis.

(t) 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 Board of Directors and the senior executives of the Group.

2.3 Determination of fair value

(a) Investment property and Property, plant and equipment

Investment properties are stated at fair value as at 31 December 2024 and 2023 based on external valuations prepared by professionally qualified valuers, except for an insignificant part of the portfolio valued by an internal expert (see note 6.2). The Group's property portfolio in the Czech Republic is valued mainly by iO Partners (formerly Jones Lang LaSalle, who transferred their business in Czechia, Slovakia, Romania & Hungary to iO Partners), Cushman & Wakefield and CBRE, while selected properties are also valued by RSM, Savills and Statikum. The property portfolios in Slovakia and Romania are valued by CBRE. Assets in Poland we valued by Jones Lang LaSalle. Hospitality in Poland & Hungary is valued by Cushman & Wakefield. The remaining assets in Hungary are valued by iO Partners. The valuation of the Berlin portfolio is undertaken by Savills as well as in France. The Group also uses its valuation department for providing internal valuations of selected assets, assets part of the Czech Republic residential portfolio, land bank assets, and certain Czech Republic retail assets. A portfolio in the United Kingdom is valued by Cushman & Wakefield, and a single asset by Savills. The portfolio in Italy is valued by Colliers and a smaller part by RINA Prime Value Services.CPI EUROPE

Investment properties are stated at fair value as at 31 December 2024 based on external valuation prepared by CBRE for portfolio located in Austria, Germany, Romania, Serbia, Slovenia, Croatia, Italy, Slovakia and partly in Czechia. Poland is valued by Jones Lang La Salle and Hungarian portfolio by iO Partners (former JLL). Internally is valued landbank portfolio in Croatia, part of assets are set on the level of expected disposal price .

SIMMO

Investment properties are stated at fair value as at 31 December 2024 based on external valuation prepared by CBRE for portfolios located in Austria, Germany, Slovakia and partly in Czechia. The Hungarian portfolio and part of Czech Republic portfolio by iO Partners (former JLL).

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 consider the results of current and prior external valuations and information from comparable selling and purchase transactions.

Valuations reflect, where appropriate, the type of tenants 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 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 rather rare. Due to the need to use the market knowledge and professional judgements of the valuers to a greater extent, there is a higher degree of uncertainty than which would exist in more developed and active markets.

The following valuation methods of investment property were used:

For a breakdown of assumptions used by valuers refer to 7.5.

(i) Retail, Office, Industry and Logistics properties

Retail, office, industry and logistics properties have been valued using predominantly income capitalization and discounted cash flow (DCF) valuation methods.

DCF is a valuation of estimated income considering costs of ownership and operation of the property. The estimated cash flows are discounted using a discount rate reflecting the level of income risk and time value of money.

The income capitalisation method is based on the capitalisation of the net annual income the property generates or is potentially able to generate. On lease expiry, future income flows have been capitalised into perpetuity at the estimated rental value, taking into account expiry voids and rent free periods. The net income is the total rental income reduced by the costs which are not recovered from 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 selected less significant retail assets in the Czech Republic.

(ii) Residential properties

Residential properties have been valued primarily using the direct comparison method based on data from comparable transactions. The data was obtained from Cadastral offices or purchase agreements, except for related party transactions.

(iii) 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. A comparison was performed with other similarly located and zoned plots of land or buildings that are currently on the market.

The sales price 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.

(iv) Hotels

Hotels have been valued primarily using the DCF valuation method.

(v) Investment property under development

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 valuer 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.

(vi) Agriculture properties

Agriculture properties have been valued using the direct comparison method of valuation.

(b) Biological assets

Biological assets are stated at fair value less cost to sell based on internal valuations performed by the Group.

Valuation of livestock is measured at fair value. The livestock has been divided into categories according to the species and age, e.g. vealer 0 – 6 month, heifer 6 – 24 month, chicken etc. Each category has been valued using the sales price per kilogram for specific category of livestock and the average weight (in kg) per head of cattle. The average weight represents Group management's best estimate.

The sales prices are derived from the average of actual sales price on different markets as the Group sells its products on several European markets.

3 The Group structure

CPIPG is the Group's ultimate parent company. As at 31 December 2024, the Group comprises its parent company and 628 subsidiaries (676 as at 31 December 2023), 28 joint ventures and 14 associates. For list of subsidiaries, refer to Appendix I.

3.1 Changes in the Group in 2024

In 2024, the Group acquired, founded or demerged (within the Group) the following subsidiaries:

Entity Change Share owned Since
CPI Solar Slovakia ONE, s.r.o. Founded 100.00% 17 January 2024
CPI Smart Power Slovakia, s.r.o. Founded 100.00% 20 February 2024
FVE Radkyně, s.r.o. Acquisition 100.00% 8 March 2024
Statek Bukovka, s.r.o. Founded 100.00% 18 March 2024
CPI Solar THREE, a.s. Founded 100.00% 4 April 2024
CPI Solar FOUR, a.s. Founded 100.00% 4 April 2024
Brno Property Invest I., s.r.o. Founded 100.00% 17 June 2024
Brno Property Invest II., s.r.o. Founded 100.00% 17 June 2024
CPI Amber, a.s. Founded 100.00% 18 June 2024
CPI Scarlet, a.s. Founded 100.00% 18 June 2024
CPI Azure, a.s. Founded 50.00% 18 June 2024
CPIPG Retails Holding Founded 100.00% 3 June 2024
Závodiště Chuchle, a.s Founded 78.43% 1 October 2024
Kabusto, s.r.o. Founded 100.00% 13 November 2024
CPI Magenta, s.r.o. Founded 100.00% 13 November 2024
Entity Change Share owned Since
Pyrolia, a.s. Founded 100.00% 13 November 2024
CPI Maize, a.s. Founded 100.00% 13 November 2024
MORIZZ, s.r.o. Founded 100.00% 15 November 2024
NZ CUBICUM, s.r.o. Founded 100.00% 15 November 2024
Projekt RDSF GmbH & Co KG Founded 100.00% 30 October 2024
Okerstraße 18-19 GmbH & Co. KG Founded 100.00% 5 September 2024

In 2024, the Group disposed or liquidated the following subsidiaries:

Entity Change Share owned Since
PTR PRIME TOURIST RE SORTS (CYPRUS) LIMITED Liquidation 100.00% 16 February 2024
Grand Centar d.o.o. Disposal 100.00% 29 February 2024
CZ Hotel Properties JV, s.r.o. Disposal 50.00% 11 March 2024
Remontées Mécaniques Crans Montana Aminona (CMA) SA Disposal 100.00% 2 May 2024
Zerodix Sàrl Disposal 100.00% 2 May 2024
S. MARIA DELLA GUARDIA S.R.L Disposal 100.00% 15 May 2024
C.E.CO.S. COMPLETAMENTO EDILIZIO CORSO SICILIA - S.p.A Disposal 100.00% 15 May 2024
ISTITUTO IMMOBILIARE DI CATANIA S.P.A. Disposal 100.00% 15 May 2024
Istituto per l´edilizia popolare di San Berillo S.r.l. in liquidazione Disposal 100.00% 15 May 2024
CPI Project Invest and Finance, a.s Disposal 49.00% 27 June 2024
IS Nyír Kft. Disposal 100.00% 12 June 2024
IS Zala Kft. Disposal 100.00% 12 June 2024
Savska 32 d.o.o. Disposal 100.00% 11 July 2024
CPI Azure, a.s. Disposal 50.00% 26 July 2024
Hofnetz und IT Services GmbH Disposal 51.00% 29 July 2024
Zagrebtower d.o.o. Disposal 100.00% 28 August 2024
WXZ1 a.s. Liquidation 100.00% 4 September 2024
CEE Immobilien GmbH Liquidation 100.00% 27 September 2024
Geiselbergstraße 30-32 Immobilienbewirtschaftungsgesellschaft m.b.H. Liquidation 100.00% 30 September 2024

3.2 Disposal of CZ Hotel Properties JV, s.r.o.

On 11 March 2024, the Group sold 50% share in CZ Hotel Properties JV, s.r.o. to BHP CZ hotels s.r.o. Since the transaction, the Group and BHP CZ hotels s.r.o. jointly control CZ Hotel Properties JV and the Group´s share in the joint venture is classified as equity accounted investee. The entity holds the following subsidiaries CPI Hotels, a.s., Best Properties South, a.s., CPI – Real Estate, a.s., Olomouc Building, a.s., CPI Hotels Properties, a.s., Kerina, a.s., MUXUM, a.s., Lockhart, a.s., Tyršova 6, a.s., Hotel Lucemburská, s.r.o., Statek Blatiny, s.r.o., Labská Property, s.r.o., CPI Hotels Catering, s.r.o., CPI Hotels Hungary Kft., CPI Hotels Europeum Kft., CPI Hotels Poland Sp. z o.o., CPI Hotels Slovakia, s.r.o.. Through these subsidiaries, the Group owned and operated majority of its hotel´s portfolio. For more details on the transaction, please refer to note 6.4.2.

3.3 Changes in the Group in 2023

In 2023, the Group acquired, founded or demerged (within the Group) the following subsidiaries:

Entity Change Share owned Since
ADELAIDE TAVERN LIMITED Acquisition 100.00% 1 February 2023
Nergal Immobilienverwertungs GmbH E58 & Co KG Founded 75.87% 22 February 2023
Nergal Immobilienverwertungs GmbH F3 & Co KG Founded 75.87% 22 February 2023
Nergal Immobilienverwertungs GmbH M3 & Co KG Founded 75.87% 22 February 2023
MACKWORTH PROPERTIES LIMITED Founded 100.00% 27 February 2023
Eclair Aviation s.r.o. Acquisition 100.00% 30 January 2023
CPI FIM WHITE, a.s. Acquisition 97.31% 21 March 2023
CPI FIM GOLD, a.s. Acquisition 97.31% 21 March 2023
CPI Smart Power, a.s. Acquisition 100.00% 21 March 2023
FVE roofs & grounds, s.r.o. Founded 100.00% 21 March 2023
JAVO IMOBILIARE S.R.L Acquisition 75.00% 8 May 2023
BD Malostranská, a.s. Demerger 97.31% 1 July 2023
Pinsirot, s.r.o. Founded 100.00% 11 July 2023
Rizeros, a.s. Founded 100.00% 11 July 2023
SC Czech AHG, s.r.o. Acquisition 75.87% 11 October 2023
SC Czech AGL, s.r.o. Acquisition 75.00% 11 October 2023
Sentreta, a.s. Founded 100.00% 3 November 2023
Tretarta, a.s. Founded 100.00% 3 November 2023
Fenekina, a.s. Founded 100.00% 3 November 2023
Entity Change Share owned Since
CPI Solar TWO, a.s. Founded 100.00% 3 November 2023
CPI Solar ONE, a.s. Founded 100.00% 3 November 2023
Blazika, a.s. Founded 100.00% 3 November 2023
Vulpixo, s.r.o. Founded 100.00% 6 November 2023
Venonata, s.r.o. Founded 100.00% 6 November 2023
Nidorino, s.r.o. Founded 100.00% 6 November 2023
CPI Septima, s.r.o. Founded 100.00% 6 November 2023
CPI Oktáva, s.r.o. Founded 100.00% 6 November 2023
FVE Dělouš, s.r.o. Acquisition 100.00% 21 November 2023
Stogetic, a.s. Acquisition 80.00% 24 November 2023
Galopota, a.s. Acquisition 80.00% 24 November 2023
Marcano, a.s. Acquisition 80.00% 27 November 2023
Chuchle Arena Praha, s.r.o. Acquisition 80.00% 27 November 2023
Turf Holding, a.s. Acquisition 74.88% 27 November 2023
Turf Praha, a.s. Acquisition 67.20% 27 November 2023
TMM s.r.o. Acquisition 67.20% 27 November 2023
TOTO CZ a.s. Acquisition 67.20% 27 November 2023
RISING FALCON HOLDING LIMITED Acquisition 100.00% 29 December 2023

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

Entity Change Share owned Since
SCP NEW BLUE BIRD Liquidation 100.00% 14 February 2023
SIAG Berlin Wohnimmobilien GmbH Disposal 75.87% 31 March 2023
Maalkaf BV Liquidation 75.00% 1 April 2023
IMAK CEE N.V. Liquidation 75.00% 1 April 2023
Anadolu Gayrimenkul Yatirimciligi ve Ticaret A.S. Disposal 75.00% 27 April 2023
WASHINGTON PROEKT EOOD Disposal 75.87% 2 May 2023
Immobilia L Liegenschafts Vermietungs GmbH Disposal 75.00% 24 May 2023
CPI REAL ESTATE ITALY S.R.L. Disposal 100.00% 28 June 2023
SIMMO Berlin IV GmbH Disposal 70.56% 30 June 2023
Orco Project sp. z o.o. w upadłości likwidacyjnej Liquidation 97.31% 31 July 2023
Camposota, s.r.o. Disposal 100.00% 26 September 2023
myhive offices sp. z o.o. Liquidation 75.00% 30 September 2023
SCP Kandler Liquidation 100.00% 18 October 2023
Karnosota, a.s. Disposal 100.00% 26 October 2023
SCT s.r.o. Disposal 75.00% 14 November 2023
Blazika, a.s. Disposal 100.00% 30 November 2023
EUROCENTER d.o.o Disposal 75.87% 30 November 2023
U svatého Michala, a.s. Disposal 100.00% 1 December 2023
Ceratopsia, a.s. Disposal 100.00% 13 December 2023
SIMMO Immobilien Investitions GmbH Liquidation 75.87% 21 December 2023
Notosoaria, s.r.o. Disposal 100.00% 28 December 2023

3.4 Property asset acquisitions in 2023

RISING FALCON HOLDING LIMITED

On 29 December 2023, the Group acquired 100% share in RISING FALCON HOLDING LIMITED holding luxury residential projects in Dubai, United Arab Emirates. The portfolio includes 20 apartment units or villas, of which 3 are completed, and 17 are in various stages of development. The total fair value of these residential projects was EUR 297.8 million as of the date of transaction. The Group holds the company for capital appreciation of its projects.

Since the Group acquired all shares from its majority shareholder, the acquisition represents a common control transaction. The acquisition was recognised as a property asset acquisition as the company does not represent a business as defined by IFRS 3.

The RISING FALCON HOLDING LIMITED was acquired from the Group's majority shareholder for consideration of EUR 273.0 million. The consideration was offset against loans provided to Senales Invest, an entity owned by the Group's majority shareholder.

The Group applied acquisition method and recognised the transaction at the fair value of the acquired properties of EUR 297.8 million with the difference between the fair value of the consideration transferred and the fair value of the acquired assets as a contribution of EUR 24.9 million to retained earnings of the Group.

Net identifiable assets of the company acquired at the date of acquisition amounted to EUR 297.8 million and is fully allocated to investment property by the Group. The net cash outflow connected with the acquisition amounted to EUR 0 million as the consideration of EUR 273.0 million was off-set with loans provided by the Group to Senales Invest, an entity fully owned by the Group'smain shareholders.

3.5 Business combinations in 2023

Galopota, a.s. Group

On 24 November 2023, the Group acquired 80% stake in Galopota, a.s. group an owner of a sport complex in Prague, Czech Republic. Galopota controls subsidiaries Marcano, a.s., Chuchle Arena Praha, s.r.o., Turf Holding, a.s., Turf Praha, a.s., TMM s.r.o. and TOTO CZ a.s. all located in the Czech Republic. Apart from sport complex building classified as investment property, the group also owns certain biological assets and property, plant and equipment. Galopota group does not earn any significant revenue but is held for capital appreciation by the Group.

The Galopota group was acquired from the Group's majority shareholder for consideration of EUR 1.

The acquisition is treated as a business combination under IFRS 3 with acquisition date of 24 November 2023.

The fair value of the identifiable assets and liabilities as at the date of acquisition was as follows:

Fair value
Investment property 14.5
Property, plant and equipment 2.9
Biological assets 5.4
Cash and cash equivalents 0.2
Other current assets 2.0
Financial debts (24.5)
Current liabilities (0.5)
Net identifiable assets acquired

The net cash inflow connected with the acquisition amounted to EUR 0.2 million.

3.6 Disposal of subsidiaries in 2023

  • The Group disposed the following subsidiaries (which were considered as a non–core assets):
  • SIAG Berlin Wohnimmobilien GmbH was sold on 11 April 2023
  • SIMMO Berlin IV GmbH was sold on 30 June 2023
  • CPI REAL ESTATE ITALY S.R.L. was sold on 26 July 2023
  • Anadolu Gayrimenkul Yatirmciligi ve Ticaret A.S. was sold on 30 August 2023
  • WASHINGTON PROEKT EOOD was sold on 30 August 2023
  • Camposota, s.r.o. was sold on 30 October 2023
  • Karnosota, a.s. was sold on 30 October 2023
  • EUROCENTER d.o.o. was sold on 30 November 2023
  • U svatého Michala, a.s.was sold on 13 December 2023
  • Ceratopsia, a.s. was sold on 13 December 2023
  • Notosoaria, s.r.o. was sold on 28 December 2023

4 Segment reporting

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. The Board of Directors, which is the chief operating decision maker, also reviews the Segment adjusted EBITDA. Segment adjusted EBITDA is segment business income after administrative expenses. Segment adjusted EBITDA is one of the key metrics used to evaluate and manage operating segments as it is an important economic indicator showing operating efficiency. Segment adjusted EBITDA is not defined or recognised under IFRS and is considered as a non-IFRS financial measure used to evaluate current business performance.

For management purposes, the Group is structured into five operating segments corresponding primarily to geographic regions: Czech Republic, Berlin, Poland, Hotels and resorts (including those in the Czech Republic and Poland) and Complementary assets. As at 31 December 2024 and 2023, CPI EUROPE and SIMMO are also operated and managed as individual segments with separate internal reporting structure.

The Group engages in the following business activities:

  • The Group owns retail, office and residential and landbank portfolios and operates agricultural farms in the Czech Republic;
  • The Group is a leading office provider in Berlin, Germany and Warsaw, Poland;
  • The Group operates certain hotels in the CEE region cities;
  • Group's complementary assets portfolio primarily consists of the retail, office, residential and landbank portfolios in Italy, Hungary and the United Kingdom;
  • CPI EUROPE operates primarily retail and office portfolio in Austria, the Czech Republic, Poland, Hungary, Romania, Germany and other countries;
  • SIMMO owns primarily retail, office and portfolios (and several hotels) in Austria, Germany, Hungary, Romania, Croatia and other countries.

4.1 Income statement per operating segments

2024

Czech
Republic
Berlin Poland CPI EUROPE SIMMO Hotels Complementary
assets
Corporate
and not
attributable
Total
Gross rental income 93.2 103.5 72.0 332.6 240.3 83.9 925.5
– Office portfolio 8.6 102.1 61.3 98.2 158.2 19.2 447.6
– Retail portfolio 31.7 9.3 232.5 61.4 55.6 390.5
– Residential portfolio 38.2 8.1 3.2 49.5
– Other 14.7 1.4 1.4 1.9 12.6 5.9 37.9
Service charge and other
income
63.5 39.7 37.4 147.1 83.0 46.0 416.7
Cost of service and other
charges
(60.5) (20.3) (39.5) (128.2) (86.2) (46.5) (381.2)
Property operating expenses (20.1) (22.9) (15.3) (45.7) (29.1) (32.7) (165.8)
Net rental income 76.1 100.0 54.6 305.8 208.1 50.7 795.3
– Office portfolio 6.1 100.8 45.1 10.3 162.3
– Retail portfolio 28.4 9.1 39.4 76.9
– Residential portfolio 30.0 (1.9) 28.1
– CPI EUROPE 305.8 305.8
– SIMMO 208.1 208.1
– Other 11.6 (0.8) 0.4 2.9 14.1
Development sales 71.0 - - 71.0
Development operating
expenses
(66.0) 0.8 - (2.2) (67.4)
Net development income 2.8 0.8 - - 3.6
Hotel revenue 76.3 73.3 149.6
Hotel operating expenses (55.6) (50.4) (106.0)
Net hotel income 20.7 22,9 43.6
Other business revenue 37.3 26.4 63.7
Other business operating
expenses
(41.8) (21.4) (0.4) (63.6)
Net other business income (4.5) 5.0 (0.4) 0.1
Total revenues 265.0 143.2 109.4 479.7 399.7 99.7 129.9 1,626.5
Total direct business
operating expenses
(188.4) (43.2) (54.8) (173.1) (170.9) (74.0) (79.6) (784.0)
Net business income 74.4 100.0 54.6 306.6 228.8 27.9 50.3 842.6
Administrative expenses (34.7) (15.0) (0.4) (19.9) (17.6) 0.8 (15.0) (34.8) (136.6)
Segment adjusted EBITDA 41.9 85.0 54.2 286.7 211.2 26.5 35.3 (34.8) 706.0
Valuation gain 66.1 2.2 1.7 27.2 81.7 178.9
Valuation loss (142.6) (193.3) (36.5) (9.4) (50.3) (95.6) (527.7)
Net gain/ (loss) on disposal of
investment property and
subsidiaries
1.4 (0.2) (0.2) (13.8) (12.8)
Amortisation, depreciation and
impairments
(0.4) (2.0) (2.1) (2.7) (8.2) (29.0) (2.4) (5.9) (52.7)
Segment operating result (35.8) (108.1) 17.3 301.6 152.7 (0.5) 5.2 (40.7) 291.7
Other operating income 17.4 17.4
Other operating expenses (25.2) (25.2)
Operating result 283.9
Interest income 46.0 46.0
Interest expense (362.1) (362.1)
Other net financial result (67.8) (67.8)
Net finance costs (383.9) (383.9)
Share of loss of equity-accounted investees (net of tax) (14.9) (14.9)
Profit before income tax (114.9)
Income tax expense (82.6) (82.6)
Net profit from continuing operations (197.5)
Czech
Republic
Berlin Poland CPI EUROPE SIMMO Hotels Complementary
assets
Corporate
and not
attributable
Total
Gross rental income 163.1 101.1 72.1 320.7 198.7 78.4 934.1
– Office portfolio 38.7 99.8 63.2 115.9 137.4 15.2 470,2
– Retail portfolio 85.1 8.9 199.0 34.3 52.4 379.7
– Residential portfolio 35.2 16.7 10.1 62.0
– Other 4.1 1.3 5.8 10.3 0.7 22.2
Service charge and other
income
64.1 44.1 32.6 173.1 63.0 49.8 426.7
Cost of service and other
charges
(69.4) (28.0) (35.5) (141.7) (75.5) (46.6) (396.7)
Property operating
expenses
(4.5) (23.0) (9.6) (78.9) (22.3) (30.3) (168.6)
Net rental income 153.3 94.2 59.6 273.2 163.9 51.3 795.5
– Office portfolio 33.4 92.9 50.9 4.8 182.0
– Retail portfolio 84.4 8.8 41.9 135.1
– Residential portfolio 26.4 6.1 32.5
– CPI EUROPE 273.2 273.2
– SIMMO 163.9 163.9
– Other 9.1 1.3 (1.5) 8.9
Hotel revenue 71.3 176.7 248.0
Hotel operating expenses (52.9) (119.3) (172.2)
Net hotel income 18.4 57.4 75.8
Other business revenue 39.7 45.3 85.0
Other business operating
expenses
(44.9) (37.2) (82.1)
Net other business
income
(5.2) 8.1 2.9
Total revenues 266.9 145.2 104.7 493.8 333.0 222.0 128.2 1,693.8
Total direct business
operating expenses
(118.8) (51.0) (45.1) (220.6) (150.7) (156.5) (76.9) (819.6)
Net business income 148.1 94.2 59.6 273.2 182.3 65.5 51.3 874.2
Administrative expenses (33.6) (13.5) (0.9) (26.9) (20.7) (0.2) (15.1) (27.1) (138.0)
Segment adjusted
EBITDA
114.5 80.7 58.7 246.3 161.6 65.3 36.2 (27.1) 736.2
Valuation gain 173.1 3.7 52.0 11.6 240.4
Valuation loss (50.1) (516.1) (93.4) (376.0) (174.1) (175.5) (1,385.2)
Net gain/(loss) on
disposal of investment
property and subsidiaries
(19.5) 4.4 (0.7) (13.3) (0.2) (5.1) (34.4)
Amortisation,
depreciation and
impairments
(5.1) (9.2) (2.2) (7.7) (8.8) 17.1 (1.0) (11.0) (27.9)
Segment operating result 212.9 (440.2) (33.9) (98.7) (21.5) 82.4 (133.8) (38.1) (470.9)
Other operating income 12.1 12.1
Other operating
expenses
(28.1) (28.1)
Operating result (486.9)
Interest income 39.0 39.0
Interest expense (348.0) (348.0)
Other net financial result (70.7) (70.7)
Net finance costs (379.7) (379.7)
Share of loss of equity-accounted investees (net of tax) (20.2) (20.2)
Profit before income tax (886.8)
Income tax expense 9.3 9.3
Net profit from continuing operations (877.5)

4.2 Non-current assets by operating segments and countries

The following table presents investment property by operating segments and countries:

31 December 2024 31 December 2023
Amount In % Amount In %
By operating segments
Czech Republic 2,775.2 17% 3,244.9 19%
– Office portfolio 90.7 3% 363.8 11%
– Retail portfolio 374.6 14% 653.4 20%
– Residential portfolio 857.5 31% 923.9 28%
– Landbank and development 1,089.1 39% 1,081.4 34%
– Hotels rented 139.0 5% - 0%
– Other 224.3 8% 222.4 7%
Berlin 2,404.1 15% 2,538.0 15%
– Office portfolio 2,299.3 96% 2,450.2 97%
– Landbank and development 103.3 4% 85.5 3%
– Other 1.5 0% 2.3 0%
Poland 1,123.7 7% 1,115.2 6%
– Office portfolio 965.9 86% 1,003.6 90%
– Retail portfolio 102.9 9% 111.2 10%
– Landbank and development 31.2 3% 0.4 0%
– Hotels rented 23.7 2% - 0%
CPI EUROPE 4,589.8 28% 4,679.3 27%
– Office portfolio 1,707.3 37% 1,865.2 40%
– Retail portfolio 2,804.7 61% 2,669.5 57%
– Land bank and development 77.8 2% 144.6 3%
– Other 0% - 0%
SIMMO 3,130.8 19% 3,269.9 19%
– Office portfolio 2,149.7 69% 2,262.4 69%
– Retail portfolio 864.5 27% 639.4 20%
– Residential portfolio 8.5 0% 203.4 6%
– Land bank and development 19.0 1% 88.0 3%
– Hotels rented 89.1 3% 36.9 1%
– Hospitality - 0% 39.8 1%
Complementary assets 2,388.3 14% 2,415.4 14%
– Office portfolio 217.8 9% 238.7 10%
– Retail portfolio 673.4 28% 739.2 30%
– Landbank and development 1,119.4 47% 1,097.0 46%
– Residential portfolio 259.7 11% 297.1 12%
– Hotels rented 101.0 4% - 0%
– Hospitality - 0% 25.0 1%
– Other 17.0 1% 18.4 1%
Total 16,411.9 100% 17,262.7 100%
By countries
Czech Republic 4,884.7 30% 4,803.9 28%
Germany 2,865.6 18% 3,533.1 20%
Poland 2,088.1 13% 2,110.6 12%
Italy 1,375.3 8% 1,485.8 9%
Romania 1,181.8 7% 1,255.0 7%
Hungary 1,197.1 7% 1,149.2 7%
Austria 883.4 5% 978.0 6%
Other 1,935.9 12% 1,947.1 11%
Total 16,411.9 100% 17,262.7 100%

The following table presents property, plant and equipment by operating segments and countries:

31 December 2024 31 December 2023
Amount In % Amount In %
By operating segments
Hotels and resorts 42.2 11% 336.4 39%
SIMMO 240.0 64% 257.8 30%
Czech Republic 57.8 15% 173.8 20%
Berlin 5.9 2% 15.6 1%
CPI EUROPE 12.2 3% 10.0 1%
Complementary assets in Europe 16.1 5% 72.9 9%
Total 374.2 100% 866.5 100%
By countries
Czech Republic 58.0 15% 408.6 47%
Austria 252.2 67% 263.6 31%
Italy 43.8 12% 68.9 8%
Hungary 2.2 1% 64.2 7%
Switzerland 0.9 0% 0.9 0%
Other 17.1 5% 60.3 7%
Total 374.2 100% 866.5 100%

The following table presents goodwill by operating segments and countries:

31 December
2024
31 December
2023
Hotels - 52.1
Berlin 42.6 42.6
Complementary assets 2.0 1.9
Total 44.6 96.6

4.3 Revenues by countries

2024 2023
Amount In % Amount In %
Czech Republic 452.7 28% 438.9 26%
Poland 212.2 13% 208.4 12%
Hungary 193.1 12% 205.6 12%
Germany 183.0 11% 217.5 13%
Romania 164.4 10% 158.7 9%
Austria 118.9 7% 151.6 9%
Italy 93.2 6% 82.4 5%
Croatia 64.2 4% 63.3 4%
Switzerland 26.5 2% 41.0 2%
Other 118.3 7% 126.4 8%
Total 1,626.5 100% 1,693.8 100%

5 Consolidated statement of comprehensive income

5.1 Gross rental income

2024 2023
Gross rental income 925.5 934.1

IIn 2024, the decrease in gross rental income was driven by disposals in 2024 and 2023, partly compensated by the reclassification of hotel income to gross rental income as a result of the disposal of a hotel portfolio (for more detail, refer to note 6.4.2).

5.2 Net service charge and other income

2024 2023
Service charge income 342.5 362.2
Revenues from sales of utilities 74.2 64.5
Service charges and other income 416.7 426.7
Cost of service charges (319.2) (342.5)
Cost of utilities (62.0) (54.2)
Cost of service and other charges (381.2) (396.7)
Total net service charge income 35.6 30.0

In 2024 and 2023, the revenue from sales of utilities relates primarily to the sale of electricity.

5.3 Property operating expenses

2024 2023
Building maintenance (59.7) (62.2)
Real estate tax (15.5) (16.5)
Letting fee, other fees paid to real estate agents (5.3) (4.8)
Personnel expenses (5.3.1) (17.4) (16.5)
Facility management and other property related services (67.9) (68.6)
Total (165.8) (168.6)

The operating expenses arising from investment property that generate rental income in 2024 amounted to EUR 157.2 million (EUR 161.9 million in 2023). The operating expenses arising from investment property that did not generate rental income in 2024 amounted to EUR 8.6 million (EUR 6.7 million in 2023).

5.3.1 Personnel expenses

2024 2023
Wages and salaries (16.4) (15.4)
Social and health security contributions (0.9) (1.0)
Other social expenses (0.1) (0.1)
Total personnel operating expenses (note 5.3) (17.4) (16.5)
Wages and salaries (57.4) (58.7)
Social and health security contributions (10.4) (10.3)
Other social expenses (6.5) (2.0)
Total personnel administrative expenses (note 5.8) (74.3) (71.0)
Wages and salaries (39.4) (55.7)
Social and health security contributions (3.4) (8.9)
Other social expenses (0.1) (0.5)
Total personnel expenses – hotel operations (note 5.4) (42.9) (65.1)
Wages and salaries (14.0) (21.4)
Social and health security contributions (3.0) (3.9)
Other social expenses (0.4) (0.7)
Total personnel expenses – other business operations (note 5.5) (17.4) (26.0)
Total (152.0) (178.6)

As at 31 December 2024 and 2023, the Group had 2,325 and 4,243 employees (including temporary contracts), respectively. The decrease in the number of employees reflects the disposal of certain hotels and a mountain resort in Switzerland in 2024.

5.4 Net hotel income

Total 43.6 75.8
Hotel other operating expenses (63.1) (107.1)
Personnel expenses (5.3.1) (42.9) (65.1)
Hotel revenue 149.6 248.0
2024 2023

Net hotel income decreased primarily due to disposal of part of the Group´s hotel portfolio on 11 March 2024 (for more details refer to note 3.2 and 6.4.2).

5.5 Net other business income

2024 2023
Other business revenue 63.7 85.0
Personnel expenses (5.3.1) (17.4) (26.0)
Other business operating expenses (46.2) (56.1)
Total 0.1 2.9

In 2024 and 2023, the other business revenue includes state grants of EUR 9.1 million and EUR 7.5 million, respectively, obtained by the Group's agriculture business in the Czech Republic.

The decrease in other business revenue reflects the sale of a mountain resort in Switzerland in May 2024.

5.6 Net valuation loss

Czech Republic Berlin Poland CPI EUROPE SIMMO Complementary
assets
Total
2024
Valuation gain 66.1 2.2 1.7 27.2 81.7 178.9
Valuation loss (142.6) (193.3) (36.5) (9.4) (50.3) (95.6) (527.7)
Total (76.5) (191.1) (34.8) 17.8 (50.3) (13.9) (348.8)
2023
Valuation gain 173.1 3.7 52.0 11.6 240.4
Valuation loss (50.1) (516.1) (93.4) (376.0) (174.1) (175.5) (1,385.2)
Total 123.0 (516.1) (89.7) (324.0) (174.1) (163.9) (1,144.8)

In 2024, the most significant valuation losses were incurred by the Berlin office portfolio, EUR 193.3 million, the SIMMO portfolio, EUR 50.3 million, and the residential portfolio in the Czech Republic, EUR 65.6 million.

In 2023, the most significant valuation gains realised in the Czech Republic related to the revaluation of the residential portfolio (EUR 74.2 million) and several landbanks (in total EUR 48.6 million).

In 2023, the Berlin office portfolio recognised a valuation loss of EUR 516.1 million, CPI EUROPE and SIMMO net valuation loss of EUR 376.0 million and EUR 174.1 million, respectively.

For the assumptions used by the professional valuers in the preparation of appraisals as at 31 December 2024, refer to note 7.5.3.

5.7 Net loss on the disposal of investment property and subsidiaries

The following table summarises the effects of investment property disposals:

2024 2023
Proceeds from the disposal of investment property 259.7 265.0
Carrying value of investment property disposed of and related cost (253.6) (281.9)
Net gain on the disposal of investment property 6.1 (16.9)
Proceeds from the disposal of subsidiaries 362.0 61.5
Carrying value of subsidiaries disposed of (381.7) (74.8)
Net gain on the disposal of subsidiaries (19.7) (13.3)
Proceeds from the disposal of investment property and PPE classified as held for sale 219.7 474.9
Carrying value investment property and PPE classified as held for sale (218.9) (479.1)
Net gain on the disposal of investment property and PPE classified as held for sale 0.8 (4.2)
Total (12.8) (34.4)

In 2024, proceeds from the disposal of investment property related primarily to sales of SIMMO of EUR 216.0 million and sales of properties in Italy of EUR 18.9 million, one property in France of EUR 14.2 million and one unit in Dubai of EUR 6.2 million.

In 2024, proceeds from the disposal of subsidiaries were primarily related to sales of SIMMO of EUR 259.0 million, sales of two retail properties in Hungary of EUR 12.4 million and disposal of part of the Group´s hotel portfolio amounting to EUR 90.1 million. The Group generated loss of EUR 14.7 million form sale of certain land banks in Italy.

In 2024, proceeds from the disposal of investment property classified as held for sale were primarily related to sale of mountain resort in Switzerland of EUR 104.6 million, IMMOFINNANZ´s sales of EUR 92.3 million and SIMMO´s sales of EUR 22.0 million.

In 2023, proceeds from the disposal of investment property were primarily related to sale of office portfolio of SIMMO of EUR 199.1 million.

In 2023, proceeds from the disposal of subsidiaries related primarily to sales of the Group's portfolio in the Czech Republic.

In 2023, proceeds from the disposal of investment property classified as held for sale were primarily related to sale of selected German SIMMO residential portfolio of EUR 434.9 million and one land bank in Italy of EUR 40.0 million.

The following table summarises disposal effects of subsidiaries sold:

2024 2023
Intangible fixed assets 23.5 1.0
Investment property 245.4 110.8
Property, plant and equipment 109.4 0.3
Loans provided – non-current 25.1
Trade and other receivables – non-current 7.3 3.4
Deferred tax assets 1.3 0.5
Inventories 0.4
Other financial current assets 2.4
Other non-financial current assets 4.7 2.1
Cash and cash equivalents 11.9 15.5
Assets held for sale 98.3
Total disposed assets 529.7 133.6
Financial debts – non-current (117.8) (54.7)
Trade and other payables – non-current (1.7) (0.2)
Deferred tax liabilities (0.8)
Financial debts – current (3.4) (0.2)
Trade payables – current (8.0) (1.0)
Advance payments – current (2.4) (0.1)
Other financial current liabilities (8.4) (2.5)
Other non-financial current liabilities (5.5) (0.1)
Total disposed liabilities (148.0) (58.8)
Carrying value of subsidiaries disposed of 381.7 74.8

For details on the sale of subsidiaries in 2024 and 2023, refer to notes 3.2 and 3.7, respectively.

5.8 Administrative expenses

2024 2023
Personnel expenses (5.3.1) (74.3) (71.0)
Audit, tax and advisory services (13.9) (23.6)
Legal services (16.0) (12.2)
Marketing (5.8) (6.0)
Other administrative expenses (26.6) (25.2)
Total (136.6) (138.0)

In 2024, the audit, tax and advisory expenses also include the cost of services provided by the Group's auditor in total of EUR 4.7 million (EUR 3.8 million in 2023), of which EUR 3.8 million (EUR 3.5 million in 2023) related to audit services and EUR 0.9 million (EUR 0.3 million in 2023) to other assurance and advisory services.

5.9 Amortisation, depreciation and impairment

2024 2023
Depreciation and amortisation (29.6) (47.2)
Impairment/reversal of impairment of assets (17.9) 27.7
Write off loans provided and trade receivables (5.2) (8.4)
Total (52.7) (27.9)
2024 2023
Impairment/reversal of impairment of property, plant and equipment 6.1 44.4
Impairment/reversal of impairment of inventories 0.1 0.1
Impairment of trade receivables, loans provided and other (24.1) (16.8)
Total (17.9) 27.7

In 2024, the impairment of receivables, loans provided and other represented primarily doubtful debts in Switzerland.

In 2023, the impairment of receivables represented doubtful debts of CPI EUROPE amounting to EUR 15.0 million. Of the amount, EUR 12.9 million was related to doubtful receivables for the sale of the Russian portfolio. The Group does not hold any other receivables or assets (except for the fully impaired hotel in Moscow) in the Russian Federation.

5.10 Interest expense

2024 2023
Interest expense from bank and other loans (223.4) (241.7)
Interest expense on bonds issued (137.5) (104.8)
Interest expense related to leases (1.2) (1.5)
Total (362.1) (348.0)

In 2024, a decrease of interest expense related to bank and other loans and increase of interest expense on bonds issued was driven repayments of bank loans and issuance of new bonds in the period (refer to notes 6.14 and 6.15).

5.11 Other net financial result

2024 2023
Change in fair value and realised result on derivative instruments not used for hedging (51.6) (92.6)
Bank charges (16.5) (6.4)
Net foreign exchange gain/ (loss) on investment property 1.1 (72.9)
Other net foreign exchange gain/ (loss) (11.6) 36.3
Other net financial result 10.8 64.9
Total (67.8) (70.7)

Change in fair value and realised result on derivative instruments not used for hedging of EUR -50.7 million as at 31 December 2024 (EUR -92.6 million as at 31 December 2023) relates primarily to interest rate swap contracts for which hedge accounting is not applied and primarily relates to contracts of CPI EUROPE of EUR -30.8 million (EUR -55.5 million as at 31 December 2023) and SIMMO of EUR -15.8 million (EUR -28.8 million as at 31 December 2023).

The net foreign exchange gain on investment property of EUR 1.1 million in 2024 (net foreign exchange loss on investment property of EUR -72.9 million in 2023) reflects foreign retranslation of investment property valued in EUR and recognised by the Group's subsidiaries which use non-EUR functional currencies.

The other net foreign exchange loss in 2024 of EUR 11.6 million (the other net foreign exchange gain of EUR 36.3 million in 2023) relates primarily to retranslation of intra-group loans denominated in non-EUR currencies and retranslation of intra-group loans denominated in EUR but received by entities using non-EUR functional currencies.

The other net financial result in 2024 represents primarily bonds transaction costs and a discount in the total amount of EUR 75.4.million related to repurchase and cancellation of certain bonds issued (refer to note 6.14).

5.12 Income tax expense

2024 2023
Current year income tax expense (80.7) (98.7)
Current year income tax expense – provision for uncertain tax position (refer to note 6.17) (29.7) -
Adjustment for prior years 7.1 (2.3)
Total current year income tax expense (103.3) (101.0)
Temporary differences 20.7 110.3
Total deferred tax expense/ income 20.7 110.3
Total (82.6) 9.3

In 2024 and 2023, the Group's effective tax rate in respect of continuing operations was 14.4% (not including non-deductible expenses of EUR 38.3 million, one-off taxes in total of EUR 31.1 million and provision for tax risks of EUR 29.7 million) and 17.1% (not including primarily effects of changes in tax rates of EUR 59.6 million, tax non-deductible expenses and other one-off effects of of EUR 83.1 million), respectively.

Reconciliation of the effective tax rate

2024 2023
Profit for the period (197.5) (877.5)
Total income tax recognised in profit or loss 82.6 (9.3)
Profit before income tax (114.9) (886.8)
Domestic corporate income tax rate 24.94% 24.94%
Income tax expense using the domestic corporate income tax rate 28.7 221.2
Changes in income tax rate (4.2) (59.6)
Effect of tax rates in foreign jurisdictions (8.0) (26.5)
Non-deductible expense and tax-exempt income (38.3) (40.4)
Provision for tax risks (29.7) -
Other* (31.1) (85.4)
Total income tax recognised in profit or loss (82.6) 9.3

* Sales tax and tax effects of intra-group transactions in total of 88.6 and EUR 83.1 million in 2024 and 2023, respectively.

In 2024 and 2023, the tax-exempt income represents primarily net income from sales of subsidiaries and net unrealised foreign exchange gains recognised by the Luxembourg entities.

Pillar Two

On 23 May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements Qualified Domestic Minimum Topup Taxes. The Group has adopted these amendments. Using a transitional safe harbor rules, the Group evaluated impact of the OECD's global tax reform under Pillar II, which enforces a minimum global corporate tax rate of 15% and concluded no material impact on its tax position as at 31 December 2024.

The main tax rules imposed on the Group companies

Luxembourg: The 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. From 2025, the overall tax rate will decrease from 24.94% to 23.87%.

Czech Republic: The corporate income tax rate is 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.

Austria: At the level of the company, profits are taxed at the standard corporate income tax (CIT) rate of 24%, regardless of whether profits are retained or distributed. According to the Eco Social Tax Reform Act, the CIT rate was reduced from 24% to 23% in calendar year 2024. Losses may be carried forward without a time limit. In each following profit year only 75% of the profit can be compensated. This means that 24% of the profit is subject to tax even in case of existing loss carried forward.

Germany: Business profits are basically subject to two taxes, corporate income tax and trade tax. Corporate income tax and solidarity surcharge add up to a total of 15.825% rate. Trade tax rate varies by location. For Berlin, where the business of the Group is concentrated, it is 14.35%. Therefore, the nominal overall tax burden on profits earned in Berlin is 30.175%. Companies which only manage and let properties and capital assets may apply for a trade tax exemption of their property profits which is applicable on large parts of the Group's profits from German assets. Tax losses may be carried forward indefinitely and may be fully utilised against profit up to EUR 1 million and only 60% on the exceeding profits. A change in the ownership of corporations of more than 50% within five years result in complete forfeiture of the tax losses carried forward.

Hungary: The corporate income tax rate is 9%. Tax losses generated before 2015 may be carried forward until 2030, while tax losses generated after 2015 may be carried forward for 5 years. The utilisation of tax losses in each year is capped at 50% of the tax base. Energy sector tax is 41% on corporate income tax base. Local business tax is 2% on sales revenues less cost of goods sold, less material cost. Innovation tax is 0.3% on local business tax base.

Poland: The corporate income tax rate is 19%. Tax losses 2017-2018 may be carried forward for 5 years but the loss utilisation in each year is capped at 50% of the tax loss. The losses incurred during 2019-2022 can be utilised: a) in the next five consecutive tax years, provided that the amount of the utilisation in any of these years may not exceed 50% of the amount of this loss, 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 five-year period, provided that the amount of reduction in any of these years may not exceed 50% of the amount of this loss.

Slovakia: The corporate income tax rate is 21%. Tax losses incurred not earlier than on 1 January 2020 can be carried forward and utilised for a period of 5 subsequent tax periods, but only up to 50% of the tax base. The tax losses declared for tax periods ended in 2016 – 2019 or their unutilised portion can be utilised equally for 4 subsequent tax periods.

Romania: The corporate income tax rate is 16%. Tax losses may be carried forward for 7 years.

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 located. 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. Tax losses incurred during the first 3 years of new activity may be used to fully offset corporate taxable income. Utilisation of the tax losses carried forward is limited upon business reorganisations and a change of control. For IRAP purposes, tax losses may not be carried forward.

Croatia: The corporate income tax rate is 18%. Tax losses may be carried forward for 5 years, certain limitations apply in the case of change of control.

Recognised deferred tax assets and liabilities

Asset Liability Net
31 Dec 2024 31 Dec 2023
(restated)
31 Dec 2024 31 Dec 2023
(restated)
31 Dec 2024 31 Dec 2023
(restated)
Investment property 18.9 6.6 (1,488.9) (1,566.0) (1,470.0) (1,559.4)
Property, plant and equipment (22.9) (47.8) (22.9) (47.8)
Derivative instruments and intra-group loans 24.5 (53.8) (29.3)
Tax losses carried-forward* 320.5 386.6 320.5 386.6
Impairment of intra-group loans** (150.5) (149.9) (150.5) (149.9)
Derivative instruments and other 53.0 16.2 (106.0) (45.9) (53.0) (29.7)
Gross deferred tax asset/ (liability) 392.4 433.9 (1,768.3) (1,863.4) (1,375.9) (1,429.5)
Deferred tax offset by subsidiaries (311.8) (315.7) 311.8 315.7
Total 80.6 118.2 (1,456.5) (1,547.7) (1,375.9) (1,429.5)
Deferred tax linked to AHFS - 8.4 (30.6) (24.0) (30.6) (15.6)
Total including AHFS 80.6 126.6 (1,487.1) (1,571.7) (1,406.5) (1,445.1)

* The Group restated comparative information as at 31 December 2023 of deferred tax asset from tax losses carried-forward and disclosed deferred tax liability from impairments of intra-group loans separately in the amount EUR 149.9 million.

** The Group recognises the deferred tax asset from tax losses carried forward by CPI FIM Group in the amount of EUR 82.0 million as at 31 December 2024 (EUR 88.0 million as at 31 December 2023) and from tax losses carried forward by EUR 227.1 million (EUR 283.4 million as at 31 December 2023). The deferred tax asset is based on the future taxable profits that are expected to be generated. The major part can be carried forward indefinitely.

*** On the level of CPI EUROPE, the Group impaired significant intra-group loans resulting in deferred tax liability.

Unrecognised tax losses carried-forward

1 to 5 years More than 5 years Total
As at 31 December 2024 227.8 3,909.1 4,136.9
As at 31 December 2023 246.1 3,616.8 3,862.9

Expiry of unrecognised tax losses carried forward

2024 2023
Country Tax losses carried-forward Expiry 1-5 years Tax losses carried-forward
Italy 73.3 0.0
70.0
Romania 49.5 22.7
39.8
Poland 58.2 52.0
36.8
Monaco 3.0 0.0
0.0
Luxembourg 974.8 0.0
1,015.8
Hungary 101.6 58.1
83.5
France 27.2 0.0
26.6
Czech Republic 83.6 69.3
92.7
Austria 1,946.6 0.0
1,735.1
Germany 791.6 0.0
737.7
Slovakia 8.8 8.8
3.5
Croatia 0.2 0.2
0.0
Serbia 0.1 0.1
0.0
Bulgaria 16.4 16.4
19.8
Netherlands 2.0 0.2
1.6
Total 4,136.9 227.8
3,862.9

Movement in deferred tax

2024 2023
Net deferred tax liability as at 1 January (1,429.5) (1,551.1)
Recognised in profit or loss 20.7 110.3
Recognised in other comprehensive income 15.8 (7.0)
Disposal of subsidiaries
Transfers 30.6 15.6
Translation differences and other (13.5) 2.7
Net deferred tax liability as at 31 December (1,375.9) (1,429.5)
Deferred tax linked to AHFS as at 1 January (15.6) (48.1)
Transfers (30.6) (15.6)
Disposal of subsidiaries 15.6 48.1
Deferred tax linked to AHFS as at 31 December (30.6) (15.6)
Net deferred tax liability including AHFS as at 31 December (1,406.5) (1,445.1)

In 2024, EUR 19.4 million (EUR 89.6 million of deferred tax income in 2023) of deferred tax income recognised in profit or loss related to revaluation of investment property and property, plant and equipment (including related net foreign exchange impact).

6 Consolidated statement of financial position

6.1 Intangible assets and goodwill

Goodwill Software Other Total
Cost
As at 1 January 2024 118.8 34.1 14.6 167.5
Additions 11.0 0.5 11.5
Transfer to plant and equipment (1.1) (1.1)
Transfer between intangible assets 0.4 0.8 1.2
Other disposals (51.0) (1.4) (0.7) (53.1)
Currency adjustment (0.2) (0.5) (0.1) (0.8)
As at 31 December 2024 67.6 42.5 15.1 125.2
Amortisation and impairment losses
As at 1 January 2024 (22.2) (11.2) (4.3) (37.7)
Amortisation for the period (1.6) (0.9) (2.5)
Impairment loss/ (reversal of impairment loss) 0.8 0.8
Transfer between intangible assets (0.4) (0.8) (1.2)
Other disposals (0.9) 1.1 0.3 0.5
Currency adjustment 0.1 0.4 0.5
As at 31 December 2024 (23.0) (12.1) (4.5) (39.6)
Carrying amounts
As at 1 January 2024 96.6 22.9 10.3 129.8
As at 31 December 2024 44.6 30.4 10.6 85.6
Goodwill Software Other Total
Cost
As at 1 January 2023 121.1 27.8 13.9 162.3
Additions 8.0 1.2 9.2
Other disposals (1.3) (0.6) (1.4)
Effect of movements in exchange rates (2.3) (0.4) 0.1 (2.6)
As at 31 December 2023 118.8 34.1 14.6 167.5
Amortisation and impairment losses
As at 1 January 2023 (22.6) (10.1) (3.4) (36.1)
Amortisation for the period (1.3) (0.5) (1.8)
Effect of movements in exchange rates 0.4 0.2 (0.4) 0.2
As at 31 December 2023 (22.2) (11.2) (4.3) (37.7)
Carrying amounts
As at 1 January 2023 98.5 17.7 10.5 126.7
As at 31 December 2023 96.6 22.9 10.3 129.8

As at 31 December 2024, goodwill consisted of:

  • goodwill of EUR 42.6 million (EUR 42.6 million at 31 December 2023). The goodwill was recognised upon the combination of CPI and CPIPG in 2014 and reflects pre-acquisition GSG's goodwill related to deferred tax liabilities. The amount is allocated to the Berlin operating segment;
  • goodwill of EUR 1.9 million (EUR 1.9 million at 31 December 2023). The goodwill was recognised upon the acquisition of former Ablon Group in 2013 and is allocated to the complementary assets in Europe operating segment;

In March 2024, together with disposal of CPI Hotels (refer to note 3.2.), the Group disposed related goodwill of EUR 47.4 million.

In May 2024, together with disposal of Rémontées Mécaniques Crans Montana Aminona and Zerodix (refer to note 3.2.), the Group disposed related goodwill of EUR 2.2 million and EUR 2.3 million, respectively.

None of the goodwill recognised is expected to be tax deductible.

The Group performed its annual impairment tests in December 2024. The recoverable amounts of related CGUs as at 31 December 2024, were primarily determined based on a value-in-use calculation using cash flow projections from financial budgets approved by the senior management for a five-year period.

Summary of impairment testing

The Group did not identify any impairment of GSG's goodwill and trademark as at 31 December 2024 as the CGU's recoverable amount is higher than its carrying value (calculated with the following assumptions):

  • budgeted average annual EBITDA for next 5 years of EUR 102.9 million and EUR 109.4 million as at 31 December 2024 and 2023;
  • pre-tax discount rate of 6,01% and 5.83% as at 31 December 2024 and 2023;
  • terminal value growth rate of 2.50% and 2.60% as at 31 December 2024 and 2023.

Key assumptions used in value in use calculations and sensitivity to changes in assumptions

The calculation of value in use of CGUs is most sensitive to the following assumptions: budgeted EBITDA (FCF), discount rate and terminal value (perpetuity) growth rates.

Budgeted EBITDA (FCF): the projection is updated on a regular basis and is approved by the senior management for a five-year period.

Pre-tax discount rates: discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC consists of cost of the debt and the cost of equity. The cost of equity is derived from the expected return on investment by the Group's investors. The cost of debt is based on the Group's interest-bearing borrowings. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. Adjustments to the post-tax discount rate are made to factor in the specific amount and timing of the future tax flows in order to reflect a pre-tax discount rate.

Terminal value growth rates: perpetuity growth rates used to extrapolate cash flows beyond the forecast period. Growth rates are based on published industry research.

Sensitivity to changes in assumptions

The estimated recoverable amount of GSG CGU exceeded its carrying amount by EUR 503.4 million (2023: EUR 1,164.8 million). Based on the impairment test performed in both 2024 and 2023, the management has identified that a reasonably possible change in the three key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which these assumptions would have to change individually for the recoverable amount to equal to the carrying amount:

31 December
2024
31 December
2023
Pre-tax discount rate 0.84 1.68
Terminal value growth rate (0.98) (3.01)
Budgeted average annual EBITDA EUR (18.5) million EUR (60.4) million

The below table further shows the difference between the recoverable amount and the carrying amount of GSG CGU if there was a reasonably possible negative change of 5% to the three key assumptions:

31 December
2024
31 December
2023
Pre-tax discount rate 298.6 967.8
Terminal value growth rate 423.9 1047.7
Budgeted average annual EBITDA 345.7 885.1

6.2 Investment property

Note Czech
Republic
Berlin Poland CPI EUROPE SIMMO Complementary
assets
Total
As at 1 January 2024 3,244.9 2,538.0 1,115.1 4,679.3 3,270.0 2,415.4 17,262.7
Investment property acquisitions 2.8 4.2 7.0
Transfers from property, plant and
equipment
136.3 1.3 23.6 25.1 81.0 267.3
Transfers to inventories (21.4) (21.4)
Transfers to assets held for sale (5.4) (53.7) (161.0) (74.7) (294.8)
Reclassifications between
segments
(462.6) 462.6
Development costs and other
additions
72.0 62.0 19.8 81.8 36.3 84.6 356.5
Disposals (75.1) (6.1) (0.2) (126.1) (451.4) (105.0) (763.9)
Valuation gain/ (loss) 5.6 (76.5) (191.1) (34.8) 17.8 (50.3) (13.9) (348.8)
Net foreign exchange gain /(loss) 5.11 18.8 (16.8) (1.3) 0.4 1.1
Translation differences 6.13 (58.7) 17.0 (9.3) (3.4) 0.6 (53.8)
As at 31 December 2024 2,775.1 2,404.1 1,123.7 4,589.8 3,130.8 2,388.4 16,411.9
Note Czech
Republic
Berlin Poland CPI EUROPE SIMMO Complementary
assets
Total
As at 1 January 2023 4,112.3 3,001.8 1,188.4 5,238.6 2,667.2 2,277.9 18,486.2
Acquisition of subsidiaries 3 302.0 302.0
Investment property acquisitions 4.7 15.0 16.3 14.3 50.3
Business combinations 14.6 14.6
Transfers to property, plant and
equipment
(2.2) (0.2) (0.2) (2.6)
Transfers from inventory (28.9) (28.9)
Transfers to assets held for sale (26.6) (162.0) (68.0) (12.6) (269.2)
Reclassifications between
segments
(880.5) (127.4) 1,034.4 (26.5)
Development costs and other
additions
80.1 55.9 29.1 89.1 20.9 37.5 312.6
Disposals (106.1) (3.4) (69.0) (201.9) (13.4) (393.8)
Valuation gain/ (loss) 5.6 123.0 (516.1) (89.7) (324.0) (174.1) (163.9) (1,144.8)
Net foreign exchange gain/(loss) 5.11 29.9 (87.1) (15.7) (72.9)
Translation differences 6.13 (102.0) 86.0 17.7 (8.5) 16.0 9.2
As at 31 December 2023 3,244.9 2,538.0 1,115.1 4,679.3 3,270.0 2,415.4 17,262.7

Acquisitions of subsidiaries

In 2023, the Group acquired residential projects in Dubai for EUR 297.8 million.

Development costs and other additions

In 2024, the development costs primarily related to the Group's portfolio in the Czech Republic (EUR 72.0 million), office portfolio in Berlin, Germany (EUR 62.0 million), portfolio of CPI EUROPE (EUR 81.8 million) and complementary assets (EUR 84.6 million).

In 2023, the development costs primarily related to the Group's portfolio in the Czech Republic (EUR 80.1 million), office portfolio in Berlin, Germany (EUR 55.9 million) and portfolio of CPI EUROPE (EUR 89.1 million).

Disposals

In 2024, the Group disposed primarily a part of its German and Austrian office and residential portfolio of SIMMO of EUR 451.4 million, certain portfolios of CPI EUROPE amounting to EUR 126.1 million and certain hotels in the Czech Republic of EUR 72.6 million.

In 2023, the Group disposed primarily part of its German and Austrian office and residential portfolio of SIMMO of EUR 201.9 million, primarily offices and land banks in the Czech Republic of EUR 100.1 million and CPI EUROPE of EUR 69.0 million.

Transfers to assets held for sale

In 2024, the Group transferred mainly certain portfolios of SIMMO amounting to EUR 161.0 million, selected portfolio of CPI EUROPE amounting to EUR 53.7 million, selected properties in Italy and the UK of EUR 45.5 million and EUR 29.2 million, respectively.

In 2023, the Group transferred mainly certain office buildings of CPI EUROPE amounting to EUR 171.3 million selected portfolio of SIMMO amounting to EUR 84.5 million (of which EUR 55.4 relates to hotels rented), three office buildings in Prague of EUR 56.6 million and its residential portfolio in UK of EUR 20.5 million as assets held for sale.

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

31 December 2024 31 December 2023
Market value as estimated by the external valuer 16,049.0 17,041.0
Add: expected sale price 239.9 97.2
Add: recent acquisitions and additions - 18.0
Add: leased assets and other 123.0 106.5
Total 16,411.9 17,262.7

Translation differences

Translation differences related to investment property arise primarily in connection with translation of investment property values of subsidiaries with non-EUR functional currencies to EUR.

Leased investment properties

Investment properties in total amount of EUR 87.1 million (plus usufructs) as at 31 December 2024 (EUR 75.0 million as at 31 December 2023) are held under long-term lease arrangements, which expire between 2025 and 2102. For liabilities related to leased investment properties, refer to note 6.15.

Pledged investment properties

For information related to pledged investment properties, refer to note 6.15.

6.3 Property, plant and equipment

a) Hotels

In accordance with IAS 16, the Group uses revaluation model for the measurement of the property, plant and equipment under the hotels operating segment. The hotels are owned and operated by the Group.

2024 2023
Gross carrying amounts
As at 1 January 971.9 1,175.2
Development costs and other additions 2.1 9.5
Disposals (251.9) (2.8)
Transfers from/to investment property (313.2) (2.4)
Transfers to AHFS (19.9) (261.6)
Transfers from/to other property, plant and equipment 2.8
Translation differences (28.5) (15.0)
Valuation gain/(loss) through OCI 16.6 66.2
As at 31 December 377.1 971.9
Accumulated depreciation and impairment losses
As at 1 January (190.4) (201.8)
Depreciation (14.0) (23.1)
Impairment loss/(reversal of impairment loss) (0.3) 1.2
Disposals 31.5 1.2
Transfers to AHFS 3.9 18.4
Transfer from/to IP 47.3
Translation differences 22.5 13.7
As at 31 December (99.5) (190.4)
Net carrying amounts
As at 1 January 781.5 973.4
As at 31 December 277.6 781.5

Disposals

On 11 March 2024 the Group disposed significant part of its hotel portfolio of EUR 217.5 million (refer to note 3.2 and 6.4.2).

Transfers from/to investment property

Further, the Group reclassified its hotels which continue to be operated by disposed subsidiaries CPI Hotels, a.s., CPI Hotels Hungary Kft., CPI Hotels Poland Sp. Zo.o. and CPI Hotels Slovakia, s.r.o. (refer to note 3.2 and 6.4.2 for more details) from property, plant and equipment to investment property in amount of EUR 236.1 million.

Transfers to AHFS

In 2024, the Group transferred one hotel in Italy to assets held for sale.

In 2023, the group transferred Sunčani Hvar hotel in Croatia of EUR 227.2 million and one hotel in Italy of EUR 16.0 million to assets held for sale.

Valuation gain through OCI

As at 31 December 2024 and 2023 respectively, the fair values of Hotels are based on valuations performed by independent valuer. The fair value of hotels was determined using the discounted cash flow method. This means that valuations are based on active market prices, significantly adjusted for differences in the nature, location or condition of the specific hotel. For the key assumptions made in relation to hotel property valuations, refer to note 7.5.3.

If the Group measured hotels using the cost model, the carrying amounts would be EUR 137.7 million as at 31 December 2024 (EUR 797.6 million as at 31 December 2023), including those classified as assets held for sale.

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

31 December 2024 31 December 2023
Market value as estimated by the external valuer – hotels 275.0 767.0
Add: recent acquisitions and additions and other 2.6 14.5
Hotels 277.6 781.5

b) Other property, plant and equipment

Owner occupied
buildings
Plant and
equipment
PPE
under
leases
Property under
construction
Other Total
Cost
As at 1 January 2024 22.4 48.0 14.1 9.4 23.6 117.5
Acquisitions through the business combination 0.1 0.1
Development costs and other additions 0.8 18.8 15.2 12.3 47.1
Disposals (111.2) (7.4) (6.8) (4.5) (4.0) (133.9)
Transfers from/to investment property (0.9) (0.1) (1.0)
Transfer from/to intangible assets 1.1 1.1
Transfers to AHFS 107.8 (1.2) 0.3 106.9
Transfer/reclassification (within PPE only) 0.1 0.4 0.1 (0.6)
Translation differences (0.2) 3.5 (0.3) (0.7) 2.3
As at 31 December 2024 19.7 62.4 7.3 20.1 30.6 140.1
Accumulated depreciation and impairment losses
As at 1 January 2024 (8.6) (14.3) (5.3) (4.3) (32.5)
Depreciation (1.1) (4.8) 0.6 (9.8) (15.1)
Impairment loss/(reversal of impairment loss) 3.8 2.8 6.6
Disposals 64.5 1.1 0.4 66.0
Transfers to AHFS (62.4) (1.0) (63.4)
Transfer from/to IP (0.4) (0.4)
Translation differences (2.0) (3.7) 1.0 (4.7)
As at 31 December 2024 (5.8) (20.3) (4.7) (12.7) (43.5)
Carrying amounts
As at 1 January 2024 13.8 33.7 8.8 9.4 19.3 85.0
At 31 December 2024 13.9 42.1 2.6 20.1 17.9 96.6
Owner occupied
buildings
Plant and
equipment
PPE
under
leases
Property under
construction
Other Total
Cost
As at 1 January 2023 139.9 127.6 14.1 1.6 19.7 302.9
Acquisitions through the business combination 2.9 2.9
Development costs and other additions 7.9 14.1 11.8 0.6 34.4
Other acquisitions 0.6 2.2 2.8
Transfers to AHFS (126.7) (83.5) (2.2) (212.4)
Disposals (10.7) (0.1) (1.9) (12.7)
Transfers from/to investment property 0.2 0.2
Transfers from/to hotels (1.3) (1.5) (2.8)
Translation differences 1.3 1.0 (0.2) 2.1
Valuation gain/(loss) through OCI 0.1 0.1
As at 31 December 2023 22.4 48.0 14.1 9.4 23.6 117.5
Accumulated depreciation and impairment losses
As at 1 January 2023 (100.1) (68.5) (5.3) (2.4) (176.3)
Owner occupied
buildings
Plant and
equipment
PPE
under
leases
Property under
construction
Other Total
Depreciation (3.2) (8.9) (0.1) (1.9) (14.1)
Disposals 5.4 5.4
Transfers to AHFS 71.1 57.6 128.7
Impairment loss/(reversal of impairment loss) 24.9 (0.3) 24.6
Translation differences (1.3) 0.4 0.1 (0.8)
As at 31 December 2023 (8.6) (14.3) (5.3) (4.3) (32.5)
Carrying amounts
As at 1 January 2023 39.8 59.1 8.8 1.6 17.3 126.6
At 31 December 2023 13.8 33.7 8.8 9.4 19.3 85.0

Owner occupied buildings

As at 31 December 2024, the owner-occupied buildings are primarily represented by Czech Republic agricultural farms of EUR 13.9 million (EUR 13.8 million as at 31 December 2023).

In 2023, mountain resort in Crans-Montana, Switzerland of EUR 55.6 million was transferred to assets held for sale (sold in 2024).

Plant and equipment

As at 31 December 2024, plant and equipment is primarily represented by Czech Republic entities in the net amount of EUR 31.9 million and Berlin offices related plant and equipment in the net amount of EUR 10.2 million.

As at 31 December 2023, plant and equipment is primarily represented by Czech Republic entities in the net amount of EUR 14.1 million and Berlin offices related plant and equipment in the net amount of EUR 13.4 million.

In 2023, plant and equipment of ski lifts at CMA mountain resort, Switzerland was transferred to assets held for sale in the amount of EUR 25.4 million (sold in 2024).

Development costs and other additions

In 2024, the most significant additions are related to photovoltaics of EUR 21.9 million and CPI Europe of EUR 8.7 million.

In 2023, the most significant additions are related to development of the CMA mountain resort, Switzerland in the amount of EUR 5.9 million, Berlin offices of EUR 4.8 million and Czech Republic agricultural farms of EUR 2.6 million, photovoltaics in total amount of EUR 7.8 million and Croatia resort Sunčani of EUR 2.8 million.

Impairment on other property, plant and equipment

As at 31 December 2023, the Group classifies CMA mountain resort as asset held for sale and is valued at expected sales price.

For information about the carrying amount of property, plant and equipment pledged as collateral for liabilities, refer to note 6.15.

6.4 Equity accounted investees

Equity accounted investees as at 31 December 2024 and 2023:

31 December 2024 31 December 2023
Globalworth 644.7 652.9
Uniborc* 16.3 16.9
CZ Hotel Properties JV 103.9 -
Other 32.8 47.4
Total 797.7 717.2

* Uniborc S.A., a joint venture founded in 2013 with Unibail Rodamco Westfield, with aim to develop a shopping centre in the Bubny area of Prague, the Czech Republic. The Group's shareholding is 34%.

6.4.1 Investment in Globalworth

As at 31 December 2024 and 2023, the Group together with Aroundtown SA owned 60.63% stake in Globalworth through a joint venture Tevat Limited.

Movement of the investment in Globalworth

2024 2023
Opening balance 652.9 676.9
(Scrip) dividends received* (1.2) -
Share of loss* (7.0) (24.0)
At 31 December 644.7 652.9

* Including dividend received by a joint venture Zakiono Enterprises Limited, subsidiary of Tevat Limited.

Condensed consolidated statement of financial position of Globalworth

31 December
2024
31 December
2023
Investment property 2,585.3 2,843.1
Other non-current assets 35.3 122.0
Cash and cash equivalents 333.6 396.3
Other current assets 59.7 33.5
Investment property held for sale 35.8 50.3
Total assets 3,049.7 3,445.2
Non-current financial debts 1,178.3 1,574.8
Deferred tax liabilities 118.2 139.3
Other non-current liabilities 33.2 27.2
Current liabilities 198.0 95.6
Liabilities directly associated with the assets held for sale 3.1 5.7
Total liabilities 1,530.8 1,842.6
Net assets 1,518.9 1,602.6

Condensed consolidated statement of comprehensive income of Globalworth

2024 2023
Net business income 143.7 147.0
Net valuation loss on investment property (99.8) (164.9)
Administrative and other expenses (18.0) (15.9)
Other operating costs (33.6) 4.1
Net finance costs (68.5) (33.9)
Share of profit of equity-accounted investees (8.4) 2.1
Loss before taxes (84.6) (61.5)
Income taxes 3.0 7.7
Loss for the period (81.6) (53.8)

Globalworth's EPRA NRV per share, indicating the fair value of the ordinary share, was EUR 5.89 and EUR 6.94 as at 31 December 2024 and 31 December 2023.

The Group did not identify any loss events which might indicate objective evidence of impairment and consequently, the Group did not perform the impairment test as at 31 December 2024 and 2023.

6.4.2 Investment in CZ Hotel Properties JV

On 11 March 2024 the Group sold 50% share in CZ Hotel Properties JV, s.r.o. (address: Purkyňova 2121/3, Nové Město, 110 00

Praha 1) to BHP CZ hotels s.r.o., Slovakian based real estate entity for total of EUR 91.0 million. Since the transaction, the Group and BHP CZ hotels s.r.o. jointly control CZ Hotel Properties JV and the Group's share in the joint venture is classified as equity accounted investee.

CZ Hotel Properties JV holds the following subsidiaries CPI Hotels, a.s., Best Properties South, a.s., CPI – Real Estate, a.s., Olomouc Building, a.s., CPI Hotels Properties, a.s., Kerina, a.s., MUXUM, a.s., Lockhart, a.s., Tyršova 6, a.s., Hotel Lucemburská, s.r.o., Statek Blatiny, s.r.o., Labská Property, s.r.o., CPI Hotels Catering, s.r.o., CPI Hotels Hungary Kft., CPI Hotels Europeum Kft., CPI Hotels Poland Sp. z o.o., CPI Hotels Slovakia, s.r.o.. Through these subsidiaries the Group owns and operates a significant portfolio of its hotels in the Czech Republic, Hungary, Slovakia and Poland.

Following the transaction, the Group reclassified its hotel portfolio of EUR 236.1 million, which is operated by the disposed entities CPI Hotels, a.s., CPI Hotels Hungary Kft., CPI Hotels Poland Sp. z o.o. and CPI Hotels Slovakia, s.r.o., from property, plant and equipment to investment property. Similarly, hotel revenues and expenses are no longer classified as net hotel income but as net rental income in the Group's consolidated statement of comprehensive income. The Group's 50% share in CZ Hotel Properties JV is valued at its net carrying value of EUR 103.9 million, including a post-closing profit of EUR 12.9 million. As a result of the transaction, revaluation reserve related to disposed hotels of EUR 23.8 million was released against retained earnings.

As at 31 December 2024, the amount of hotels (classified as property, plant and equipment) reported by CZ Hotel Properties JV was EUR 226.5 million.

Movement of the investment in CZ Hotels Properties JV

2024 2023
Opening balance - -
Initial recognition 91.0 -
Share of profit 12.9 -
At 31 December 103.9 -
31 December 2024 31 December 2023
Derivative instruments (see note 6.16) 109.7 191.6
Other non-current financial assets 143.8 72.5
Total 253.5 264.1

6.6 Loans provided

Non-current

31 December 2024 31 December 2023
Balance Average
interest rate
Balance Average
interest rate
Loans provided – related parties and joint ventures 265.1 6.13% 150.1 5.00%
Loans provided – third parties 7.7 3.75% 29.7 3.25%
Impairment to non-current loans provided to related parties (3.0) (0.7)
Total 269.8 179.1

As at 31 December 2024 and 2023, the Group provided loans to entities controlled by the Group's main shareholder of EUR 156.6 million (provided to Senales Invest Sarl and Aspermont) and EUR 143.3 million, respectively. As at 31 December, the Group further provided loan to CZ Hotel Properties JV of EUR 113.0 million (including interests) Refer to note 10 for more details.

The maturity of non-current loans provided was as follows:

31 December 2024 1–2 years 2–5 years More than 5
years
Total
Loans provided to related parties and joint ventures 165.9 99.2 265.1
Loans provided – third parties 1.2 5.3 1.2 7.7
Total 1.2 171.2 100.4 272.8
31 December 2023 1–2 years 2–5 years More than 5
years
Total
Loans provided to related parties and joint ventures 24.7 124.9 0.5 150.1
Loans provided – third parties 0.3 27.7 1.7 29.7

Current

31 December 2024 31 December 2023
Balance Average
interest rate
Balance Average
interest rate
Loans provided – related parties and joint ventures 33.2 5.75% 19.6 3.58%
Loans provided – third parties 4.8 4.06% 6.0 2.89%
Impairment to current loans provided to third parties (5.2) (3.6)
Total 32.8 22.0

6.7 Inventories

31 December
2024
31 December
2023
Inventories 48.7 73.5

6.8 Current trade receivables

31 December
2024
31 December
2023
Trade receivables due from related parties 8.1 2.5
Trade receivables due from third parties 220.0 254.2
Impairment to trade receivables due from third parties (20.5) (29.0)
Total 207.6 227.7

As at 31 December 2024 and 2023, the trade receivables due from third parties represent primarily trade receivables against tenants and receivables from sale of utilities.

The movement of the impairment of trade receivables:

2024 2023
As at 1 January (29.0) (28.7)
Impairment of trade receivables – creation - (0.3)
Impairment of trade receivables – release 8.5 -
As at 31 December (20.5) (29.0)

6.9 Cash and cash equivalents

31 December 2024 31 December 2023
Bank balances 1,015.0 924.2
Cash on hand 0.3 0.7
Other cash equivalents 66.7 97.7
Total 1,082.0 1,022.6

As at 31 December 2024 and 2023, restricted cash in banks amounted to EUR 30.8 million and EUR 37.9 million, respectively. Use of these accounts is subject to the respective bank approval. These accounts are held for special purposes under the loan agreements.

As at 31 December 2024 and 2023, the Group classified bills of exchange of EUR 66.7 million and EUR 97.7 million, respectively, that functions as a demand deposit as other cash equivalents.

6.10 Other financial current assets

31 December 2024 31 December 2023
Financial derivatives (refer to note 6.16) 11.9 9.3
Other financial current assets 72.9 126.0
Total 84.8 135.3

As at 31 December 2024, the decrease of the other financial current assets compared to 31 December 2023 primarily related to acquisitions related receivables (EUR 34.9 million) and receivables from disposals (EUR 23.5 million).

6.11 Other non-financial current assets

31 December 2024 31 December 2023
Advances paid to third parties 66.6 44.9
Value added tax receivables 23.9 32.4
Other tax receivables (excl. CIT and VAT) 2.2 6.2
Agricultural grants 5.1 5.4
Prepaid expenses 55.1 60.8
Total 152.9 149.7

6.12 Assets and liabilities linked to assets held for sale

The following table summarises the effect of the reclassifications made in relation to projects transferred to assets held for sale:

31 December 2024 31 December 2023
Non-current assets
Intangible assets and goodwill 0.2 0.9
Investment property 347.0 325.2
Property, plant and equipment 241.6 337.0
Other investments 0.1
Derivative instruments 20.8
Loans provided 7.7
Trade receivables 0.2 0.1
Deferred tax assets 8.4
Current assets
Inventories 0.3 1.8
Income tax receivables 0.3 0.1
Loans provided 0.1
Trade receivables 4.5 5.1
Other financial assets 21.1 4.8
Other non-financial assets 1.8 3.9
Cash and cash equivalents 12.3 14.5
Assets held for sale 637.1 722.7
Non-current liabilities
Financial debts (15.0) (35.2)
Deferred tax liabilities (30.6) (24.0)
Other financial liabilities (1.5) (6.5)
Current liabilities
Financial debts (0.7) (3.1)
Advance payments (46.3) (0.5)
Trade payables (7.7) (26.1)
Other financial liabilities (5.4) (7.2)
Other non-financial liabilities (5.4) (2.3)
Liabilities linked to assets held for sale (112.6) (104.9)

As at 31 December 2024, primarily the following properties are classified as assets held for sale:

Hotels in Croatia amounting to EUR 221.6 million; and

  • Residential portfolio of SIMMO amounting to EUR 194.6 million; and
  • Office buildings of CPI EUROPE amounting to EUR 67.2 million; and
  • Hotels in Italy amounting to EUR 65.4 million; and
  • Residential portfolio in the UK amounting to EUR 29.2 million; and
  • Landbank in Czech Republic amounting to EUR 5.5 million; and
  • Landbank plot in Romania amounting to EUR 5.1 million.

As at 31 December 2023, primarily the following properties are classified as assets held for sale:

  • Hotels in Croatia amounted to EUR 225.0 million; and
  • Office buildings of CPI EUROPE amounting to EUR 171.3 million; and
  • Mountain resort in Switzerland amounting to EUR 157.4 million; and
  • Residential portfolio of SIMMO amounting to EUR 92.4 million; and
  • Office portfolio in Poland of EUR 25.9 million; and
  • Hotel in Italy of EUR 21.6 million; and
  • Residential portfolio in the UK of EUR 20.5 million; and
  • Landbank plot in Romania of EUR 5.1 million.

6.13 Equity

6.13.1 Share capital and share premium

As at 31 December 2024, the aggregate share capital of the Company amounts to EUR 86.2 million (EUR 870.5 million as at 31 December 2023) and is represented by 8,619,522,791 ordinary fully paid shares with a nominal value of EUR 0.01 each (EUR 0.1 as at 31 December 2023). The Group holds 249,918,766 shares (152,327,468 shares as at 31 December 2023) which represent treasury shares. Excluding the treasury shares, the share capital amounts to EUR 85.3 million (EUR 855.3 million as at 31 December 2023).

On 29 August 2024, the EGM resolved to decrease the corporate capital of the Company from the amount of EUR 862.0 million to EUR 86.2 million without cancellation of shares, by decreasing the par value of the existing shares from EUR 0.1 to one 0.01 per share. The purpose of the capital decrease was to adapt the share capital and the par value of the shares of the Company to future potential group simplification. The reduction proceeds were allocated to retained earnings.

On 12 December 2024, the Company completed a repurchase of 182,918,766 of its own shares under the share buyback programme for a total of EUR 145.2 million (EUR 0.794 per share). 137 million shares were tendered by Clerius Properties and Larnoya Invest, an entity associated with the Vitek Trusts tendered 41 million shares.

On 6 December 2023, the Company completed a repurchase of 85,327,468 of its own shares under the share buyback programme for a total of EUR 79.5 million (EUR 0.932 per share). 84.2 million shares were tendered by Clerius Properties. CPIPG's primary shareholder, Radovan Vítek, did not tender any shares.

The following table presents information regarding the ownership of the Company's shares as at 31 December 2024 and 2023:

As at 31 December 2024 As at 31 December 2023
Shareholder Number of shares Share held Number of shares Share held
Mr. Vítek and entities controlled by Mr. Vítek 7,408,482,784 85.95% 7,696,259,609 88.41%
Clerius Properties (affiliate of Apollo Funds) 254,130,754 2.95% 391,410,351 4.50%
Others 706,990,487 8.20% 464,852,831 5.34%
Total except treasury shares 8,369,604,025 8,552,522,791
Treasury shares held by the Group 249,918,766 2.90% 152,327,468 1.75%
Total shares 8,619,522,791 100.0% 8,704,850,259 100.0%

The share premium comprises the amount received in excess of the nominal value of the shares issued:

Number of shares Share Capital Share premium
As at 1 January 2023 8,902,915,298 863.8 991.2
Cancellation of shares on 31 May 2023 (198,065,039) - -
Share buyback on 6 December 2023 - (8.5) (71.0)
As at 31 December 2023 8,704,850,259 855.3 920.2
Cancellation of shares on 31 May 2024 (85,327,468) - -
Decrease of share capital on 29 August 2024 - (769.7) -
Share buyback on 12 December 2024 - (0.3) (144.9)
As at 31 December 2024 8,619,522,791 85.3 775.2

Authorised capital not issued

The extraordinary general meeting of the shareholders of the Company held on 30 May 2024 (the "May 2024 EGM") resolved to introduce a new authorized share capital for the Company and to set it to EUR 3,885,714,285.70 for a period of 5 years and to grant to the board of directors of the Company all powers for a period of 5 years in order to carry out capital increases within the

framework of this authorized share capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of this authorized share capital. The May 2024 EGM also approved the modifications of the Company's articles of association reflecting the new authorized share capital approved during the May 2024 EGM.

As at 31 December 2024, the authorised share capital of the Company amounts to EUR 3,885,714,285.70 which would authorise the issuance of up to 38,857,142,857 new ordinary shares.

Share buyback programme

The annual general meeting of the shareholders of the Company held on 31 May 2023 (the "2023 AGM") approved the terms and conditions of a buy-back programme of the Company. The buy-back programme enables the Company to repurchase its own shares and authorises the Company to redeem/repurchase its own shares under the terms and conditions set forth therein. In particular, the 2023 AGM authorised the Board of Directors of the Company to repurchase, in one or several steps, a maximum number of 1,000,000,000 shares in the Company from the existing and/or future shareholders of the Company, for a purchase price comprised in the range between EUR 0.01 and EUR 5, for a period of five years from the date of the 2023 AGM. The 2023 AGM further resolved to grant power to the Board of Directors of the Company (i) to proceed with the payment of the relevant repurchase price out of the Company's available funds, (ii) to take all required actions to complete any repurchase of shares and (iii) to verify that the process of share repurchase is made in compliance with the legal provisions.

As at 31 December 2024, the Company is authorised to redeem/repurchase up to 731,753,766 own shares under the buyback programme approved by the 2023 AGM. For further terms and conditions of buyback please refer to the buyback programme of the Company.

6.13.2 Hedging reserve

The Group uses cross-currency swaps to manage its exposure to movements of foreign currency rates on its bonds issued respectively. The hedging reserve includes the effective portion of the fair value changes of hedging instruments designated as a cash flow hedge (see note 6.16).

6.13.3 Other reserves

Other reserves consist of legal reserves, assets' revaluation reserve and translation reserve. Distribution by the way of dividends of the other reserves is restricted.

The legal reserves are created in accordance with the Luxembourg commercial law. The Company must appropriate to the legal reserve a minimum of 5% of the annual profit until such reserve equals 10% of the subscribed capital.

The following table shows the movement of the translation reserve in the period:

Note 2024 2023
As at 1 January 101.5 120.4
Translation differences from retranslation of investment property 6.2 (53.1) 5.1
– Valued in EUR (and recognised by subsidiaries with non-EUR functional currency) 6.2 (1.1) 72.9
– Valued in non-EUR currencies (and recognized by subsidiaries with non-EUR functional
currency)
(52.0) (67.8)
Translation differences from retranslation of property, plant and equipment 6.3 (9.1) 8.7
Translation differences from to retranslation of intra-group loans, disposals and other items (13.1) (32.7)
As at 31 December 26.2 101.5

6.13.4 Retained earnings

Retained earnings are created from accumulated profits and losses and these reserves may be subject to the distribution of dividends.

6.13.5 Perpetual notes

The Company may, at its sole discretion, also elect to defer any payment of interest on the perpetual notes. As such, the notes contain features of both debt and equity. Based on the analysis of IAS 32, the Group concluded it holds unconditional rights to avoid delivering cash in respect of both, the principal and interest (until redemption option is called or payment of interest is declared, respectively). The perpetual notes therefore do not satisfy the financial liability definition and therefore are classified as an equity instrument.

The notes are listed on the regulated market of Euronext Dublin and are accepted for clearance through Euroclear and Clearstream, Luxembourg. Both Moody's Investors Service Limited and S&P Global Ratings rate the perpetual notes Ba3 and B+, respectively.

Movement of perpetual notes:

2024 2023
As at 1 January 1,585.2 1,584.4
Interest to perpetual notes holders 73.1 76.0
Payment of the interest to the perpetual note holders (78.3) (75.2)
As at 31 December 1,580.0 1,585.2

6.13.6 Non-controlling interests

Non-controlling interests

31 December
2024
31 December
2023
CPI EUROPE 836.7 819.8
SIMMO (German Property Invest Immobilien GmbH and CEE Property-Invest Hungary 2003 Kft.) 42.2 190.3
CPI Project Invest and Finance 321.5 -
Next RE 15.2 17.4
Other non-controlling interests 74.1 77.0
Total 1,289.7 1,104.5

Movement of non-controlling interests

Note 2024 2023
Opening balance as of 1 January 1,104.5 1,098.8
Sale of non-controlling interest of CPI Project Invest and Finance 333.3
Purchase of SIMMO non-controlling interests (112.0)
Purchases of non-controlling interests - (1.7)
Dividends paid (23.9) -
Disposal of subsidiaries and other (7.1) 61.0
Total comprehensive income attributable to non-controlling interests (5.1) (53.6)
As at 31 December 1,289.7 1,104.5

CPI EUROPE

The registered office of CPI EUROPE AG is Wienerbergstrasse 9, Vienna, Austria.

Movement of CPI EUROPE related non-controlling interest:

2024 2023
Opening balance 819.8 801.9
NCI sold in the period - 61.0
Profit for the period 16.9 (43.1)
As at 31 December 836.7 819.8
Group's interest 75.00% 75.00%

On 19 December 2023, the Group sold 2,575,000 CPI EUROPE shares (representing 1.86% share) to Petrus Advisers Investments Fund L.P. for EUR 51.9 million with a call option to buy the shares back within 24 months. As at 31 December 2023, the fair value of the option was considered immaterial. The difference between the carrying value of non-controlling interest and the consideration for shares of EUR 9.1 million was recognised against retained earnings.

Condensed financial information of CPI EUROPE as at 31 December:

2024 2023
Non-current assets 4,702.1 4,809.2
Current assets 496.7 560.9
Total assets 5,198.8 5,370.1
Total equity 2,120.4 2,778.1
Non-current liabilities 2,582.9 2,400.3
Current liabilities 495.5 191.7
Total equity and liabilities 5,198.8 5,370.1
Profit for the period 72.5 (137.7)
Net increase/(decrease) in cash and cash equivalents (165.9) (122.4)

SIMMO (subsidiaries German Property Invest Immobilien GmbH and CEE Property-Invest Hungary 2003 Kft.)

The registered office of SIMMO AG is Friedrichstraße 10, Vienna, Austria.

Movement of SIMMO-related non-controlling interest

2024 2023
Opening balance 190.3 200.6
Squeeze-out and NCI acquired in the period (112.0)
Profit for the period (6.6) (10.3)
Distribution of NCI (23.9) -
Other (5.6) -
As at 31 December 42.2 190.3
Group's interest 100.00% 92.23%

Condensed financial information of SIMMO as at 31 December:

2024 2023
Non-current assets 3,307.9 3,526.1
Current assets 546.3 653.8
Total assets 3,854.2 4,179.9
Total equity 1,572.5 1,701.9
Non-current liabilities 1,996.2 2,016.5
Current liabilities 285.5 461.5
Total equity and liabilities 3,854.2 4,179.9
Profit for the period 63.5 (41.4)
Net decrease in cash and cash equivalents (208.5) 190.6

On 18 July 2024, the Group acquired additional 442,631 shares of SIMMO for EUR 9.8 million.

On 14 October 2024, the annual general meeting of S IMMO AG approved squeeze-out of the company's minority shareholders in accordance with the Austrian Act on the Squeeze-out of Minority Shareholders. This resolution took effect on 3 December 2024 with recording in the company register and, consequently there were no material non-controlling interests in the S IMMO Group as of 31 December 2024. Through squeeze-out process, the Group acquired 4,804,033 shares of SIMMO for EUR 105.0 million.

The Group recognized loss of EUR 3.7 million from acquisition of remaining SIMMO shares against retained earnings.

In 2022, the Group sold interest of 10.1% in SIMMO subsidiaries German Property Invest Immobilien GmbH and CEE Property-Invest Hungary 2003 Kft. for total of EUR 87.8 million. The related NCI as at 31 December 2024 was EUR 42.2 million.

Next RE

The registered office of Next RE is Via Zara 28, Roma, Italy.

Movement of Next RE-related non-controlling interest:

2024 2023
Group's interest 79.8% 79.8%
Opening balance 17.4 21.4
Non-controlling interest acquired in the period (1.7)
Non-controlling interest – profit for the period (2.2) (2.3)
Total non-controlling interest 15.2 17.4

Condensed financial information of Next RE as at 31 December 2024 and 2023:

2024 2023
Non-current assets 79.2 134.4
Current assets 54.1 6.5
Total assets 133.3 140.9
Equity attributable to owners 67.8 76.7
Non-current liabilities 6.4 62.4
Current liabilities 59.1 1.8
Total equity and liabilities 133.3 140.9
Profit for the period (9.6) (9.2)
Net increase/(decrease) in cash and cash equivalents 2.5 (9.3)

CPI Project Invest and Finance

The registered office of CPI Project Invest and Finance, a.s. is Purkyňova 2121/3, Prague, the Czech Republic. Movement of CPI PIF-related non-controlling interest:

2024
Group's interest 49.0%
Sale of non-controlling interest 333.3
Non-controlling interest – profit for the period (11.8)
Total non-controlling interest 321.5

Condensed financial information of CPI PIF as at 31 December 2024:

2024
Non-current assets 1,247.4
Current assets 164.5
Total assets 1,411.9
Equity attributable to owners 677.8
Non-current liabilities 711.7
Current liabilities 22.5
Total equity and liabilities 1,411.9
Profit for the period (28.0)
Net increase/(decrease) in cash and cash equivalents 43.0

On 27 June 2024, the Group sold 49% share of CPI Project Invest and Finance (hereinafter together with its subsidiaries as "CPI PIF") to European asset manager SONA ASSET MANAGEMENT (UK) LLP ("Sona Asset Management") for EUR 250.0 million. The entity holds the following 12 subsidiaries: GADWALL, Sp. z o.o., CENTRAL TOWER 81 Sp. z o.o., Prosta 69 Sp. z o.o., City Gardens Sp. z o.o., Atrium Complex Sp.z o.o., GCA Property Development sp. Z o.o., Equator II Development sp. z o.o., Oxford Tower sp. z o.o., Equator Real Sp. z o.o., Equator IV Offices sp. z o.o., Eurocentrum Offices sp.z o.o., WFC Investments sp. z o.o. Through these subsidiaries the Group holds and operates its selected office portfolio in Warsaw and retail assets in Lublin and Elblag. The Group continues to control CPI PIF and therefore it continues to consolidate it in full.

The carrying value of CPI PIF and its subsidiaries was EUR 333.3 million, the same amount is recognized as non-controlling interest since the transaction date. The difference between the carrying value of EUR 333.3 million and the sales price of EUR 240.9 million amounting to EUR 92.4 million represents Group´s loss from sale of NCI and was recognized against retained earnings as of the date of sale.

The Group holds a call option to repurchase 49% shares of CPI PIF back from Sona Asset Management at a price which depends on the date of exercise of the call option. If the shares were not fully repurchased after five years by the Group, Sona Asset Management has a (conditional) right to trigger a sale of CPI PIF´s assets on the market. As at 31 December 2024, the fair value of the Group´s call option was considered immaterial.

As part of the investment, Sona Asset Management does not have present access to any returns. The Group cannot be required to any payments as distributions depend on operational performance and approval of CPI PIF´s board.

Mandatory takeover bid for CPI FIM S.A. (formerly Orco Property Group) 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. On 21 November 2023 the first instance court rejected administrative lawsuits against the decisions of the CSSF. The shareholders appealed against this decision. On 27 June 2024, the appeals formed against the judgments of 21 November 2023 have been dismissed by the Administrative Court (Cour administrative). As a consequence, decisions adopted by the CSSF on 8 December 2017 are final and may no longer be 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.

6.13.7 Earnings per share

31 December 2024 31 December 2023
Shares held by shareholders at the beginning of the period 8,552,522,791 8,637,850,259
Weighted average movements (9,145,938) (5,925,519)
Shares buyback on 12 December 2024 (9,145,938)
Shares buyback on 6 December 2023 (5,925,519)
Weighted average outstanding shares for the purpose of calculating the basic EPS 8,543,376,853 8,631,924,740
Weighted average outstanding shares for the purpose of calculating the diluted EPS 8,543,376,853 8,631,924,740
Net profit/(loss) attributable to owners of the parent (265.5) (899.9)
Net profit/(loss) attributable to owners of the parent after assumed conversions/exercises (265.5) (899.9)
Total Basic earnings/(loss) in EUR per share (0.03) (0.10)
Diluted earnings/(loss) in EUR per share (0.03) (0.10)

Basic earnings per share 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.

6.14 Bonds issued

31 December 2024 31 December 2023
Dated No. of bonds issued Value No. of bonds
issued
Value
ISIN XS1917855337 10 Dec 2018 30 18.4 30 19.1
ISIN XS2008905155 6 Jun 2019 95 11.8 283 32.8
ISIN XS2069407786 28 Oct 2019 6,176 316.2 6,176 611.2
ISIN XS2106589471 22 Jan 2020 3,298 396.5 3,298 375.9
ISIN XS2117757182 22 Jan 2020 250 31.0 250 28.9
ISIN XS2171875839 12 May 2020 6,271 256.4 6,271 621.7
ISIN XS2290544068 5 Aug 2020 7,650 756.8 7,650 752.0
ISIN XS2307032644 21 Jan 2021 30 19.1
ISIN HU0000359898 7 Aug 2020 600 73.2 600 78.4
ISIN XS2394029685 7 Oct 2021 26 26 16.5
ISIN XS2432162654 14 Jan 2022 6,805 674.5 6,805 665.1
ISIN XS2815976126 7 May 2024 600 584.8
ISIN XS2904791774 27 Sep 2024 750 721.8
L1300@AA8 5 May 2022 120,000,000 115.7 120,000,000 109.1
L1300@AB6 5 May 2022 100,000,000 96.4 100,000,000 91.0
L1300@AC4 5 May 2022 110,000,000 106.0 110,000,000 100.1
ISIN XS2243564478 15 Oct 2020 2,378 230.0 2,378 228.9
ISIN AT0000A1DBM5 9 Apr 2015 31,780 15.9
ISIN AT0000A285H4 22 May 2019 300,000 149.8 300,000 150.0
ISIN AT0000A1DWK5 21 Apr 2015 68,398 34.0 68,398 34.1
ISIN AT0000A2AEA8 15 Oct 2019 200,000 99.8 200,000 99.9
ISIN AT0000A1Z9C1 6 Feb 2018 100,000 49.8 100,000 49.9
ISIN AT0000A2MKW4 (green bond) 4 Feb 2021 140,899 70.3 140,899 74.8
ISIN AT0000A2UVR4 (green bond) 11 Jan 2022 50,117 24:9 50,117 24.9
ISIN AT0000A35Y85 12 Jul 2023 150,000 74.8 150,000 74.8
Less: transaction costs (22.4)
Total non-current bonds issued 4,870.5 4,274.1
Accrued interest and accrued charges on bonds 73.1 57.2
ISIN XS1950499639 12 Feb 2019 450 52.1
ISIN AT0000A1Z9D9 6 Feb 2018 200,000 99.9
ISIN AT0000A1DBM5 9 Apr 2015 31,780 15.7
ISIN XS2307032644 21 Jan 2021 30 18.4
Total current bonds issued 107.2 209.2
Total bonds issued 4,977.7 4,483.3

Bonds issued as at 31 December 2024

  • On 7 May 2024, the Group issued green bonds of EUR 500 million (ISIN XS2815976126) at issue price of 95.042%. The bonds mature on 7 May 2029. The bonds are listed on the regulate market of Euronext Dublin. Additional tranche of EUR 100 million was issued in November 2024.
  • On 27 September 2024, the Group issued EUR 700 million bonds (ISIN XS2904791774) at an issue price of 95.132%. The bonds are repayable on 27 September 2031. Additional tranche of EUR 50 million was issued on 5 November 2024.
  • In May 2022, the Group issued Series A, Series B and Series C of an US Private Placement notes repayable on 5 May 2027, 5 May 2028 and 5 May 2029 in the amounts of USD 120.0 million (EUR 115.5 million), USD 100.0 million (EUR 96.3 million) and USD 110.0 million (EUR 105.9 million), respectively. The bonds bear interest at a rate of 6.02%, 6.06% and 6.15%, respectively and are hedged by cross currency swaps (refer to note 6.14).
  • In January 2022, the Group issued a sustainability-linked bonds (ISIN XS2432162654) of EUR 700.0 million with annual coupon of 1.75% and maturity date of 14 January 2030. The sustainability-linked bonds are listed on the Main Market of the Irish Stock Exchange.
  • The bonds AT0000A35Y85 issued by SIMMO on the regulated market of Vienna Stock Exchange in July 2023 are repayable on 12 July 2028. The bonds bear interest at a rate of 5.5% p.a.
  • The bonds AT0000A1DBM5 issued by SIMMO on the regulated market of Vienna Stock Exchange in April 2015 are repayable on 9 April 2025. The bonds bear interest at a rate of 3.25% p.a.
  • The bonds AT0000A285H4 issued by SIMMO on the regulated market of Vienna Stock Exchange in May 2019 are repayable on 22 May 2026. The bonds bear interest at a rate of 1.875% p.a.
  • The bonds AT0000A1DWK5 issued by SIMMO on the regulated market of Vienna Stock Exchange in April 2015 are repayable on 21 April 2027. The bonds bear interest at a rate of 3.25% p.a.
  • The bonds AT0000A2MKW4 (green bond) issued by SIMMO on the regulated market of Vienna Stock Exchange in February 2021 are repayable on 4 February 2028. The bonds bear the interest at a rate of 1.75% p.a.
  • The bonds AT0000A2AEA8 issued by SIMMO on the regulated market of Vienna Stock Exchange in October 2019 are repayable on 15 October 2029. The bonds bear interest at a rate of 2.00% p.a.
  • The bonds AT0000A1Z9C1 issued by SIMMO on the regulated market of Vienna Stock Exchange in February 2018 are repayable on 6 February 2030. The bonds bear interest at a rate of 2.875% p.a.
  • The bonds AT0000A2UVR4 issued by SIMMO on the regulated market of Vienna Stock Exchange in January 2022 are repayable on 11 January 2027. The bonds bear interest at a rate of 1.25% p.a.
  • The bonds XS2243564478 issued by CPI EUROPE on the regulated market of Luxembourg Stock Exchange in October 2020 are repayable on 15 October 2027. The bonds bear interest at a rate of 2.50% p.a.
  • ISIN XS2290544068: On 27 January 2021, the Group issued 1.5% fixed rate senior unsecured bonds of EUR 600.0 million maturing 27 January 2031. The bonds are listed on the regulated market of Euronext Dublin. The second, third and fourth tranche of the bonds in the amount of EUR 50.0 million, EUR 100.0 million and EUR 100.0 million were issued on 1 February, 8 September and 30 December 2021 and with the same terms.
  • ISIN XS2307032644: On 25 February 2021 the Group issued 0.71% fixed rate JPY 3 billion (EUR 23.1 million) senior unsecured bonds maturing 25 February 2025. The proceeds are converted to EUR through a cross-currency swap. The bonds are listed on the regulated market of Euronext Dublin.
  • ISIN XS2394029685: On 7 October 2021 the Group issued 0.35% fixed rate JPY 2.6 billion (EUR 20.0 million) senior unsecured bonds maturing 7 April 2025. The proceeds are converted to EUR through a cross-currency swap. The bonds are listed on the regulated market of Euronext Dublin.
  • ISIN HU0000359898: On 5 August 2020, the Group issued HUF 30.0 billion (EUR 86.0 million) of green bonds with a 10-year maturity and coupon of 2.25%. The bonds are traded on the Budapest Stock Exchange. The bonds are fully hedged to EUR.
  • ISIN XS2171875839: On 12 May 2020, the Company issued green bonds of EUR 750.0 million maturing 12 May 2026. The bonds are listed on the regulated market of Euronext Dublin and bear the fixed interest at rate 2.75 %.
  • ISIN XS2117757182: On 13 February 2020, the Group issued HKD 250.0 million bonds (EUR 29.0 million) maturing on 13 February 2030. The bonds are listed on the regulated market of Euronext Dublin and fully hedged to EUR at a fixed rate of less than 3.01% p.a.
  • ISIN XS2106589471: On 22 January 2020, the Group issued green bonds of GBP 350.0 million (EUR 411 million) maturing on 22 January 2028. The bonds are listed on the regulated market of Euronext Dublin and fully hedged to EUR at a fixed rate of 2.75% p.a.
  • ISIN XS2069407786: On 28 October 2019, the Company issued green bonds of EUR 750 million. The bonds mature on 23 April 2027 and bear fixed interest at rate of 1.625% p.a. The bonds are listed on the regulated market of Euronext Dublin.
  • ISIN XS2008905155: On 6 June 2019, the Company issued bonds of HKD 283 million. The bonds mature on 6 June 2026 and bear a fixed interest at a rate of 4.45 % p.a. The bonds are listed on the regulated market of Euronext Dublin. The bonds were fully hedged to EUR.
  • ISIN XS1917855337: On 10 December 2018, the Company issued bonds on the Tokyo Pro-Bonds market, with total nominal value of JPY 3 billion (EUR 23.8 million) which bear a fixed interest at a rate of 1.995% and mature on 8 December 2028. The bonds are fully hedged to EUR. In January 2021, the Group repaid a portion of these bonds.

CPI PROPERTY GROUP bonds repurchased and cancelled in 2024

  • In February 2024, the Group repaid bonds ISIN XS1950499639 of EUR 52.1 million.
  • In February 2024, the Group repaid bonds AT0000A1Z9D9 issued by SIMMO of EUR 99.9 million.
  • In October 2024, the Group repurchased part of its bonds (issued by CPI PROPERTY GROUP S.A.) of EUR 370.6 million (ISIN XS2171875839), and EUR 300.5 million (ISIN XS2069407786) maturing in 2026 and 2027, respectively.

In November 2024, the Group repurchased part of its bonds (issued by CPI PROPERTY GROUP S.A.) of JPY 2.6 billion (EUR 16.0 million) (ISIN XS2394029685) maturing in 2025, and HKD 188 million (EUR 23.4 million) (ISIN XS2008905155) maturing in 2026.

CPI PROPERTY GROUP bonds repurchased and cancelled in 2023

  • In April 2023, the Group repurchased part of its bonds (issued by CPI PROPERTY GROUP S.A.) of EUR 132.4 million (ISIN XS2069407786), EUR 89.9 million (ISIN XS2106589471) and EUR 122.9 million (ISIN XS2171875839) maturing in 2031.
  • Net gain from repurchase of the bonds in April 2023 was EUR 79.8 million (including release of related transaction costs and a discount in the total amount of EUR 6.2 million) was recognized as part of the other financial result in the six-month period ended 30 June 2023.

Further, the Group repaid its bonds (issued by CPI EUROPE AG) of EUR 197.5 million (ISIN XS1935128956).

Covenants

Bonds issued by CPIPG are subject to covenants.

  • Net interest coverage ratio (calculated as adjusted EBITDA over net interest expense) should be at least 1.9. As at 31 December 2024 and 2023, the Group's net interest coverage ratio was 2.4 and 2.5, respectively. Adjusted EBITDA is calculated as net business income less administrative expenses, adjusted for Group's share on Globalworth.
  • Consolidated leverage ratio (calculated as financial debts and bonds issued over total assets adjusted for intangible assets) should not exceed 0.6. As at 31 December 2024 and 2023, the Group's consolidated leverage ratio was 0.5 and 0.5, respectively.
  • Secured consolidated leverage ratio (calculated as secured financial debts and bonds issued over total assets adjusted for intangible assets) should not exceed 0.45. As at 31 December 2024 and 2023, the Group's consolidated leverage ratio was 0.2 and 0.2, respectively.

The covenants were met as at 31 December 2024 and 2023.

Structure of bond financing

As at 31 December 2024 and 2023, the total value of unsecured bonds is EUR 4,977.7 million and EUR 4,483.2 million, respectively. Unsecured bonds are bonds that are not collateralized by any assets.

6.15 Financial debts

31 December 2024 31 December 2023
Loans from related parties 0.2
Loans from third parties 39.8
Bank loans 4,760.6 6,233.1
Lease liabilities 83.6 92.6
Total non-current financial debts 4,884.2 6,325.7
Loans from related parties 0.2
Loans from third parties 2.3 0.7
Bank loans 259.9 405.8
Lease liabilities 5.0 5.5
Total current financial debts 267.2 412.2
Total 5,151.4 6,737.9

As at 31 December 2024, the Group has undrawn credit facilities in total of EUR 700.0 million (EUR 335.0 million as at 31 December 2023).

In 2024, the Group repaid bank loans in total of EUR 2.626 million (of which EUR 1.098 million was repaid by CPIPG) and drawn new financing of EUR 983 million by the Group´s subsidiaries.

In June 2023, the Group's subsidiaries signed new loans in Poland and the Czech Republic in total amount of EUR 286.0 million and EUR 113.6 million, repayable in 2028, 2027 and 2030, respectively. CPIPG has drawn new loans of EUR 602.7 million and EUR 100.5 million repayable in 2026 and 2028, respectively.

As at 31 December 2024 and 2023, the total value of secured financial debts amounts to EUR 4,726.5 million (including loans classified as liabilities linked to assets held for sale) and EUR 5,232.5 million, respectively.

As at 31 December 2024 and 2023, the total value of unsecured financial debts amounts to EUR 440.9 million (including loans classified as liabilities linked to assets held for sale) and EUR 1,505.4 million, respectively.

Pledges

With respect of bank loans, the Group has pledged the following assets as collateral:

  • Investment property with total value of EUR 10,015.1 million as at 31 December 2024 (EUR 10,559.1 million as at 31 December 2023).
  • Property, plant and equipment with total value of EUR 256.5 million as at 31 December 2024 (EUR 296.6 million as at 31 December 2023).
  • Assets held for sale with total value of EUR 60.3 million as at 31 December 2024 (EUR 334.3 million as at 31 December 2023).
  • Trade receivables and other financial assets with total carrying amount of EUR 87.3 million as at 31 December 2024 (EUR 99.7 million as at 31 December 2023).
  • Inventories of EUR 7.2 million as at 31 December 2024 (EUR 48.7 million as at 31 December 2023).
  • Other financial assets of EUR 75.1 million as at 31 December 2024 (EUR 59.5 million as at 31 December 2023).
  • Bank accounts in total amount of EUR 30.8 million as at 31 December 2024 (EUR 41.7 million as at 31 December 2023).
  • Shares of subsidiaries: Nymburk Property Development, a.s., CENTER INVEST Kft., Alpha real d.o.o., Alpha real d.o.o., OZ Trmice, CPI – Bor, CPI Théta, MACKWORTH PROPERTIES LIMITED, WFC Investments sp. z o.o., Equator IV Offices sp. z o.o., Eurocentrum Offices sp. z o.o., Castor Investments sp. z o.o. s.k.a., Castor Investments sp. z o.o., Gateway Office Park Kft, BC 99 Office Park Kft, Arena Corner Kft, Andrassy Real Kft, ZET.office, a.s., CD Property s.r.o., CPI Shopping MB, a.s., CPI Národní, s.r.o., Carpenter Invest, a.s., Conradian, a.s., Vigano, a.s., CPI Europe Polska Sp. z o.o., Stop Shop Poland Sp.z.o.o., Polus a.s., STOP.SHOP. Slovakia s.r.o., GSG Gewerbehöfe Berlin 1. GmbH & Co. KG, Gebauer Höfe Liegenschaften GmbH, GSG Asset GmbH & Co. Verwaltungs 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, GSG Solar Berlin GmbH, GSG Gewerbehöfe Berlin 6. GmbH & Co. KG, Armo Verwaltungs GmbH, CMA Immobilier SA, Janovická farma, a.s., Mařenická farma, a.s., Valdovská zemědělská, a.s., Prostějov Investments, a.s., GSG Berlin Invest GmbH, Zákupská farma, s.r.o., Ekofarma Postřelná, s.r.o., Farma Liščí, s.r.o., Statek Mikulášovice, s.r.o., Šenovská zemědělská, s.r.o., Statek Petrovice, s.r.o., Jizerská farma, s.r.o., Farma zelená sedma, s.r.o., Statek Kravaře, a.s., Farma Dělouš, s.r.o., Farma Krásný Les, a.s., Valkeřická ekologická, a.s., Farma Radeč, a.s., Hornopolická ekologická, s.r.o., Kunratická farma, s.r.o., Tarnów Property Development sp. z o.o., Zgorzelec Property Development sp. z o.o., Radom Property Development sp. z o.o., Zamosc Property Development sp. z o.o., Zamosc Sadowa Property Development sp. z o.o., Rembertów Property Development sp. z o.o., CPI Office Business Center, s.r.o., Na Poříčí, a.s., CPI Shopping Teplice, Marissa Tau, a.s., Baudry Beta, Farhan, a.s., Victoriei Business Plazza s.r.l., SPC Sigma Property Development Company S.R.L., SPC Delta Property Development Company S.R.L., SIAG Fachmarktzentren s.r.o., REGA Property Invest s.r.o., EXPO BUSINESS PARK S.R.L., DUAL Construct Invest srl, City Center Irodahaz Kft., BudaPart Auratus Kft., Bank Garazs Kft, CPI Office Prague s.r.o., City Market Dunakeszi Kft., City Market Soroksár Kft., , CPI EUROPE Enodia Realitäten Vermietungs GmbH, Gena Vier Immobilienholding GmbH, ARO Immobilien GmbH, Stop Shop d.o.o., CPI EUROPE Float GmbH & Co. KG, CPI Europe Medienhafen GmbH, FMZ Lublin Sp. z o.o., ImmoPoland Sp. z o.o., Galeria Zamek Sp. z o.o., Erlend Investments Sp. z o.o., Elmore Investments Sp. z o.o., Bertie Investments Sp. z o.o., VIVO! Poland Sp. z o.o., Farma Javorská, a.s., Farma Valteřice, a.s., Spojené farmy a.s., Děčínská zemědělská a.s., Farmy Frýdlant a.s., Farma Ploučnice a.s., Pastviny a.s., Angusland s.r.o., Verneřický Angus a.s., Českolipská zemědělská a.s., Biopark s.r.o., Agrome s.r.o., Biochov s.r.o., Biopotraviny s.r.o., Farma Svitavka s.r.o., JAGRA spol. s r.o., Limagro s.r.o., PV – Cvikov s.r.o., Zelená farma s.r.o., Zelená louka s.r.o., Zelená pastva s.r.o., ZEMSPOL s.r.o., Českolipská farma s.r.o., Farma Poustevna, s.r.o., Atom Centrum, s.r.o., Palmovka Offices s.r.o., OIY Czech, s.r.o., Warsaw Spire Tower Sp. z o.o., Nimbus Real Sp. z o.o., Projekt Zlatý Anděl, s.r.o., Futurum HK Shopping, s.r.o., NP Investments a.s., SBF Development Praha spol.s r.o., STOP.SHOP. CZ s.r.o., Cadca Property Development, s.r.o., Komárno Property Development, a.s., Michalovce Property Development, a.s., Považská Bystrica Property Development, a.s., Prievidza Property Development, a.s., Trebišov Property Development, s.r.o., Levice Property Development, a.s., CPI Retails THREE, a.s., CPI Retails ROSA, s.r.o., CPI East, s.r.o., CPI EUROPE Services Czech Republic, s.r.o., SC Czech AHG s.r.o., "Wienerberg City" Errichtungsges.m.b.H., Bauteile C+D Errichtungsges.m.b.H., Bauteile A+B Errichtungsges.m.b.H., Atrium Park Kft, CPI Retail Portfolio II, a.s., CPI Retail Portfolio IV, s.r.o., OC Spektrum, s.r.o., CPI Retails ONE, a.s., CPI Retails TWO, a.s., Brno Property Invest XV., a.s., Vysočany Office, a.s., Brno Property Development, a.s., CAMPONA Shopping Center Kft., Europeum Kft., STOP SHOP Development d.o.o., CEE Propert-Invest Kft.

Covenants

Bank loans are subject to covenants. The covenants were met as at 31 December 2024 and 2023.

Maturity of loans from third parties

31 December 2024 Less than one year 1 to 5 years More than 5 years Total
Loans from third parties 2.3 39.8 42.1
Bank loans 259.9 4,077.0 683.6 5,020.5
Total 262.2 4,116.8 683.6 5,062.6
31 December 2023 Less than one year 1 to 5 years More than 5 years Total
Loans from third parties 0.5 0.5
Bank loans 405.8 4,497.8 1,735.3 6,638.9
Total 406.3 4,497.8 1,735.3 6,639.4

Lease liabilities

Net present value of future minimum lease
payments
Less than one year 1 to 5 years More than 5 years Total
31 December 2024 5.0 14.5 69.1 88.6
31 December 2023 15.1 20.6 62.6 98.3

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

Loans and borrowings Lease liabilities Bonds
issued
Total
As at 1 January 2024 6,639.6 98.3 4,483.3 11,221.2
Proceeds from bonds issued 1,306.5 1,306.5
Repayment of bonds issued (852.3) (852.3)
Interest paid (227.1) (2.7) (109.2) (339.0)
Drawings of loans and borrowings 967.0 967.0
Repayments of loans and borrowings (2,471.2) (2,471.2)
New finance lease liabilities 1.3 1.3
Repayment of finance lease liabilities (4.8) (4.8)
Total changes from financing cash flows (1,731.3) (6.2) 345.0 (1,392.5)
Changes arising from obtaining or losing control of subsidiaries (96,9) (96,9)
The effect of changes in foreign exchange rates and other non-cash
adjustment
(4.2) 0.6 (3.6)
Other changes 32.5 (5.3) 11.9 39.1
Interest expense 223.4 1.2 137.5 362.1
As at 31 December 2024 5,063.1 88.6 4,977.7 10,129.4
Loans and borrowings Lease liabilities Bonds
issued
Total
As at 1 January 2023 6,426.2 99.8 5,086.2 11,612.2
Proceeds from bonds issued 75.0 75.0
Repayment of bonds issued (588.6) (588.6)
Interest paid (276.2) (0.1) (110.6) (386.9)
Drawings of loans and borrowings 2,970.4 2,970.4
Repayments of loans and borrowings (2,650.5) (2,650.5)
New finance lease liabilities 5.4 5.4
Drawings-net of lease liabilities (11.2) (11.2)
Total changes from financing cash flows 43.7 (5.9) (624.2) (586.4)
Changes arising from obtaining or losing control of subsidiaries 2.7 2.7
The effect of changes in foreign exchange rates and other non-cash
adjustment
(25.1) 2.3 2.5 (20.3)
Other changes (10.7) (86.0) (96.7)
Interest expense 241.0 2.1 104.8 347.9
Reclassified to liabilities held for sale (38.2) (38.2)
As at 31 December 2023 6,639.6 98.3 4,483.3 11,221.2

6.16 Derivative instruments

The Group uses interest rate swaps and cross-currency swaps to manage its exposure to currency and interest rate movements on its bank loans and bonds issued, respectively.

The fair value of the open derivative instruments

31 December 2024 31 December 2023
Assets Liabilities Assets Liabilities
Interest rate swaps used for hedging 79.2 (17.3) 113.3 (3.7)
Cross currency swap contracts used for hedging 13.5 (37.1) 13.8 (56.5)
Other interest rate derivative contracts 28.9 (21.2) 73.8 (28.8)
Total derivative instruments 121.6 (75.6) 200.9 (89.0)
Current 11.9 (15.8) 9.3 (2.9)
Non-current 109.7 (59.8) 191.6 (86.1)
Total derivative instruments 121.6 (75.6) 200.9 (89.0)

Cross-currency swaps designated as hedging instruments

As at 31 December 2024, the cross currency swap contracts with nominal amount of EUR 1,058.4 million (EUR 1,108.9 million as at 31 December 2023) of which EUR 482.5 million relates to GBP-denominated bonds, EUR 317.6 million relates to USD

denominated bonds, EUR 105.8 million relates to SGD denominated bonds, EUR 72.9 million relates to HUF denominated bonds, EUR 42.8 million relates to HKD-denominated bonds, EUR 36.8 million relates to JPY denominated bonds.

The bonds and cross currency swaps have the same critical terms. The Group applies hedge accounting, the derivative instruments are considered as highly effective.

For analysis of liabilities from derivatives with respect to its maturity, refer to note 7.2.

Interest rate swaps used for hedging

As at 31 December 2024 and 2023, the Group had the interest rate swap contracts used for hedging with the total nominal value of EUR 2,537.1 million and EUR 2,974.2 million, respectively. The Group uses interest rate swaps to manage its exposure to interest rate movements on its bank loans.

Other interest rate swap contracts

As at 31 December 2024 and 2023, contracts with nominal amounted EUR 1,898.3 million and EUR 1,735.8 million. The Group does not designate these derivative instruments as hedging instruments.

6.17 Provisions

2024 2023
Balance at 1 January 35.7 41.3
Provisions created 38.5 9.2
Provisions utilised - (14.8)
Provisions disposed (4.5) -
31 December 69.7 35.7

In 2024, the Group recognized provision for uncertain tax position amounting to EUR 29.7 million. The provision for uncertain tax position reflects a risk that German tax authorities may not accept use of the trade tax exemption rule applied by certain Group´s subsidiaries in Berlin.

In 2023, the Group released a provision of EUR 14.1 million in connection with the Vitericon legal case. The Group paid an amount of EUR 17 million in connection with these proceedings.

6.18 Other financial non-current liabilities

Non-current trade and other payables 31 December 2024 31 December 2023
Tenant deposits 77.4 75.5
Advances received 5.4 4.4
Payables from retentions 7.2 5.7
Trade and other payables due to third parties 20.9 16.3
Derivative instruments (see note 6.15) 59.8 86.1
Total 170.7 188.0

As at 31 December 2024 and 2023, the deposits from tenants represent the Group's payables from received rental related deposits. Their classification corresponds with terms of related rental contracts.

6.19 Current trade payables

There are no significant overdue balances as at 31 December 2024 and 2023, respectively.

6.20 Other financial current liabilities

31 December 2024 31 December 2023
Advances received from third parties 325.6 46.3
Tenant deposits 41.0 36.5
Derivative instruments 15.8 2.9
Deferred income and accrued liabilities 65.1 53.3
Other payables due to third parties 41.5 96.9
Total 489.0 235.9

As at 31 December 2024, the advances received from third parties primarily include advance payment for sale of Suncani Hvar of EUR 218.0 million (for more details refer to note 6.12) The transaction was closed in February 2025 (refer to note 11).

Advances received from tenants as at 31 December 2024 and 2023 represent payments received from tenants for utilities that will be settled against trade receivables when final amount of utilities consumption is known and the final respective invoicing is performed.

6.21 Maturity of borrowings

The table below shows the carrying amount of the debts allocated by date of repayment. Most floating interest debt instruments have a fixing period of 3 months. The Group's borrowings are denominated in EUR, CZK, CHF, PLN, HRK, HKD, HUF, GBP, USD and JPY.

At 31 December 2024 Less than one year 1 to 5 years More than 5 years Total
Bonds 107.2 2,577.5 2,293.0 4,977.7
Financial debts 267.2 4,131.5 752.7 5,151.4
Bank loans 259.9 4,077.0 683.6 5,020.5
Bank loans fixed rate 7.7 63.9 441.3 512.9
Bank loans floating rate 252.2 4,013.1 242.3 4,507.6
Loans from related parties 0.2 0.2
Loans from third parties 2.3 39.8 42.1
Other borrowings 5.0 14.5 69.1 88.6
Total 374.4 6,709.0 3,045.7 10,129.1
At 31 December 2023 Less than one year 1 to 5 years More than 5 years Total
Bonds 202,7 2,502.7 1,777.9 4,483.3
Financial debts 421.6 4,518.4 1,797.9 6,737.9
Bank loans 405.8 4,497.8 1,735.3 6,638.9
Bank loans fixed rate 145.3 41.3 460.5 647.1
Bank loans floating rate 260.5 4,456.5 1,274.8 5,991.8
Loans from related parties 0.2 0.2
Loans from third parties 0.5 0.5
Other borrowings 15.1 20.6 62.6 98.3
Total 624.3 7,021.1 3,575.8 11,221.2

6.22 Leases where the Group acts as a lessor

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 2024 31 December 2023
Less than one year 843.9 948.5
Between one and five years 1,721.2 1,745.2
More than five years 531.7 614.3
Total 3,096.8 3,308.1

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 the risks 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 risks are performed 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 the 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, deposits with banks and financial institutions and other financial instruments.

Credit risks are addressed by top management through efficient operation of the sales, collection, legal and related departments to prevent excessive increase of bad debts. As at 31 December 2024 and 2023, there were no significant concentrations of credit risk to any single customer or group of customers. The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

The Group limits the risk of rent receivables becoming doubtful by requesting its tenants to pay deposits before moving in. If the future rent is not collected, related receivable is settled against the deposit. The tenants are subject to credit verification procedure before the rent contract is approved. Receivables are monitored on an ongoing basis in order to manage the Group's exposure to bad debts. The Group maintains the creditor management database, creates the segmented reports and performs tenant's ratings to identify the risk factors and apply suitable measures to eliminate corresponding risks immediately.

Customer credit risk is managed reflecting the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of the customer is assessed based on an extensive credit rating scorecard at the time of entering into a rental agreement. Outstanding customer receivables are regularly monitored.

The ageing structure of financial assets as at 31 December 2024 and 2023 is as follows:

At 31 December 2024 Carrying value Total past due but
not impaired
Impaired
Loans provided 302.6 4.0 1.6
Derivatives 121.6
Trade and other receivables 254.7 33.0 26.1
Trade receivables presented as other financial assets – noncurrent 47.1 0.1
Trade and other receivables – current 207.6 32.9 26.1
Other financial current assets 72.8 0.9 0.8
Cash and cash equivalents 1,082.0
Total 1,833.7 37.9 28.5
At 31 December 2023 Carrying value Total past due but
not impaired
Impaired
Loans provided 201.1 11.0 0.1
Derivatives 200.9
Trade and other receivables 265.3 30.3 40.1
Trade receivables presented as other financial assets – noncurrent 37.6 0.4
Trade and other receivables – current 227.7 29.9 40.1
Other financial current assets 125.9 14.3 0.9
Cash and cash equivalents 1,022.6
Total 1,815.8 55.6 41.1

The ageing analysis of overdue trade and other receivables was as follows (net of impairment):

Past due less
than 360 days
Past due
more than
360 days
Total
Trade and other receivables as at 31 December 2024 27.3 5.7 33.0
Trade and other receivables as at 31 December 2023 25.0 5.3 30.3

The Group does not assume any credit risk related to its financial derivative contracts.

Cash and cash equivalents

Cash and cash equivalents classified per Moody's ratings of respective counterparties:

31 December 2024 31 December 2023
Aaa 1.5
Aa1 6.6
Aa2 0.7 0.7
Aa3 2.9
A1 474.1 565.6
A2 54.3 43.8
A3 279.2 231.9
Ba1 1.8
Baa1 56.5 22.9
Baa2 156.0 101.1
Baa3 1.3 0.1
Not rated* 51.8 51.8
Total 1,082.0 1,022.6

* As at 31 December 2024 and 2023, relates primarily to BKS Bank Slovensko.

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 the maturity of liabilities is used by key management personnel to manage liquidity risks.

The Group may also be exposed to contingent liquidity risk under its term loan facilities, where term loan facilities include covenants which if breached give the lenders a right to call in the loan before its maturity. The Group monitors loan covenants on a regular basis.

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

At 31 December 2024 Carrying value < 12 months 1–5 years > 5 year Total
Bonds issued 4,977.7 206.2 3,107.0 2,396.3 5,709.5
Financial debts 5,151.4 449.3 4,620.2 808.5 5,878.0
– Loans from related parties 0.2 0.2 0.2
– Loans from third parties 42.1 5.7 44.9 50.6
– Bank loans 5,020.5 438.6 4,560.6 739.4 5,738.6
– Lease liabilities 88.6 5.0 14.5 69.1 88.6
Derivative instruments 75.6 15.8 59.8 75.6
Other non-current liabilities 180.4 104.2 89.3 193.5
Other current liabilities 813.6 813.6 813.6
Liabilities from assets held for sale 112.6 112.6 112.6
Total 11,311.3 1,597.5 7,891.2 3,294.1 12,782.8
At 31 December 2023 Carrying value < 12 months 1–5 years > 5 year Total
Bonds issued 4,483.3 371.8 2,897.7 1,718.3 4,987.8
Financial debts 6,737.9 375.4 5,011.9 1,824.3 7,211.6
– Loans from related parties 0.2 0.2 0.2
– Loans from third parties 0.7 0.7 0.7
– Bank loans 6,638.9 367.3 4,982.2 1,748.0 7,097.5
– Lease liabilities 98.1 7.2 29.7 66.3 103.2
Derivative instruments 89.0 3.5 35.4 50.1 89.0
Other non-current liabilities 137.6 79.5 68.1 147.6
Other current liabilities 572.6 572.6 572.6
Liabilities from assets held for sale 104.9 104.9 104.9
Total 12,125.3 1,428.2 8,024.5 3,650.8 13,103.5

Undiscounted cash flows in respect of balances due within 12 months generally equal their carrying amounts in the consolidated statement of financial position as the impact of discounting is not significant.

7.3 Market risks

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 optimising the return.

The Group's market risks mainly arise 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.

The Group uses derivative financial instruments in a limited manner in order to reduce its exposure to the market risk.

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.

7.3.1 Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in foreign exchange rates. The Group is exposed to currency risk primarily in respect of cash and cash equivalents, loans provided, financial debts and bonds issued.

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. A 10% change in the foreign currency rate of foreign currencies against EUR would have the below effect to profit providing all other variables remain constant:

Functional Functional
Original 31 December Functional currency Functional currency 31 December currency currency
currency 2024 depreciated by 10% appreciated by 10% 2023 depreciated by
10%
appreciated by
10%
Cash and cash equivalents 1,082.0 1,022.6
EUR 872.8 849.2
CZK 91.4 9.1 (9.1) 66.9 6.7 (6.7)
PLN 42.6 4.3 (4.3) 30.6 3.1 (3.1)
RON 34.9 3.5 (3.5) 23.3 2.3 (2.3)
HUF 20.5 2.1 (2.1) 22.2 2.2 (2.2)
RSD 7.6 0.8 (0.8) 10.3 1.0 (1.0)
AED 6.5 0.7 (0.7)
GBP 2.5 0.3 (0.3) 6.5 0.7 (0.7)
CHF 1.2 0.1 (0.1) 13.1 1.3 (1.3)
RUB 1.1 0.1 (0.1) 0.1
USD 0.9 0.1 (0.1) 0.3
SGD 0.1
Loans provided 302.6 201.1
EUR 15.8 27.4
CZK 284.1 28.4 (28.4) 170.0 17.0 (17.0)
CHF 2.7 0.3 (0.3) 3.7 0.4 (0.4)
Financial debts (5,151.7) (6,737.9)
EUR (5,054.1) (6,643.2)
CZK (42.5) (4.3) 4.3 (5.8) (0.6) 0.6
CHF (8.0) (0.8) 0.8 (18.9) (1.9) 1.9
PLN (29.4) (2.9) 2.9 (29.0) (2.9) 2.9
GBP (17.7) (1.8) 1.8 (40.8) (4.1) 4.1
Bonds issued (4,977.7) (4,483.3)
EUR (4,110.3) (3,558.2)
JPY (36.8) (3.7) 3.7 (133.4) (13.3) 13.3
GBP (396.5) (39.7) 39.7 (377.6) (37.8) 37.8
HUF (42.8) (4.3) 4.3 (0.0)
USD (318.1) (31.8) 31.8 (300.2) (30.0) 30.0
HKD (73.2) (7.3) 7.3 (113.9) (11.4) 11.4
Net exposure
CZK
333.1 33.3 (33.3) 230.7 23.1 (23.1)
CHF (4.1) (0.4) 0.4 (2.1) (0.2) 0.2
PLN 13.2 1.3 (1.3) 1.6 0.2 (0.2)
HKD (73.2) (7.3) 7.3 (113.9) (11.4) 11.4
USD (317.2) (31.7) 31.7 (299.9) (30.0) 30.0
JPY (36.8) (3.7) 3.7 (133.4) (13.3) 13.3
RON 34.9 3.5 (3.5) 23.3 2.3 (2.3)
HUF (22.3) (2.2) 2.2 22.2 2.2 (2.2)
GBP (411.7) (41.2) 41.2 (411.9) (41.2) 41.2
Original
currency
31 December
2024
Functional currency
depreciated by 10%
Functional currency
appreciated by 10%
31 December
2023
Functional
currency
depreciated by
Functional
currency
appreciated by
10% 10%
AED 6.5 0.7 (0.7)
RSD 7.6 0.8 (0.8)
RUB 1.1 0.1 (0.1)

The Group uses cross-currency swaps to manage its exposure to movements of foreign currency rates on its bonds issued.

7.3.2 Interest rate risk

The interest rate profile of the Group's interest-bearing financial instruments is described in 6.6 and 6.14, 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 the Group's borrowing interest rates. As the loans provided 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, lease liabilities and bonds issued.

Bank loans have flexible interest rates based on Euribor or Libor rates for the reference period from 1 to 6 months increased by a fixed margin. Bonds issued comprise fixed rate instruments. The Group uses interest rate swaps to manage its exposure to interest rate movements on its bank loans (for details refer to note 6.16).

Trade receivables and payables (other than tenant deposits) are interest-free and have settlement dates within one year.

Sensitivity analysis – exposure to interest rate risk for variable rate instruments

A change of interest rates by 100 basis points at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

A 100 basis point change in the interest rate would have the below effect on profit or equity of the Group providing all other variables remain constant:

31 December 2024 Effective interest rate Liability with variable interest rate Interest calculated
Loans & lease liabilities 3.61% 4,841.0 174.6
31 December 2023
Loans & lease liabilities 3.98% 6,002.2 238.6
31 December 2024 Increase of 100 bp
in interest rate
Interest
calculated
Profit (loss)
effect
Decrease of 100 bp
in interest rate
Interest
calculated
Profit (loss)
effect
Loans & lease liabilities 4.61% 223.2 (48.6) 2.61% 126.4 48.2
31 December 2023
Loans & lease liabilities 4.98% 298.9 (60.0) 2.98% 178.9 60.0

Effective interest rate and repricing analysis

The following tables indicate effective interest rates of financial debts and periods of their repricing.

31 December 2024 Effective interest rate Total 3 month or less 3–6 months Fixed interest rate
Bonds issued* 3.46% 4,977.7 319.7 4,658.0
Financial debts 5,151.4 4,101.3 420.0 630.3
– loans from related parties 4.40% 0.2 0.2
– loans from third parties** 7.99% 42.1 7.5 34.7
– bank loans 3.61% 5,020.5 4,093.8 419.9 506.9
– lease liabilities 0.05% 88.6 0.1 88.5
Total 10,129.1 4,101.3 739.7 5,288.3
31 December 2023 Effective interest rate Total 3 month or less 3–6 months Fixed interest rate
Bonds issued* 2.25% 4,483.2 4,483.2
Financial debts 6,564.3 5,586.4 426.3 551.6
– loans from related parties 8.80% 0.2 0.2
– loans from third parties** 1.08% 0.7 0.7
– bank loans 3.73% 6,465.3 5,586.4 426.3 452.6
– lease liabilities 0.05% 98.1 98.1
Total 11,047.5 5,586.4 426.3 5,034.8

* Including unpaid interest of EUR 42.4 million.

7.3.3 Price risk

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 of the Group's capital management is 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.

The Group as property investor is mainly influenced by the fact that it leverages its project financing by using bank debt and by bond issues. There is limited seasonality effect on the Group. It is rather volatility of financial markets what might positively or negatively influence the Group.

The Group monitors capital on the basis of the gearing ratio and loan-to-value.

Gearing ratio

This ratio is calculated as total debt divided by total equity. Debt is defined as all non-current and current liabilities.

31 December 2024 31 December 2023
Total debt 12,743.8 13,673.2
Equity 7,819.9 8,257.3
Gearing ratio in % 163% 166%

Loan to value ratio

This ratio is calculated as total net debt divided by total value of property portfolio. Net debt is defined as all interest-bearing liabilities (bonds and financial debts) decreased by balance of cash and cash equivalents. Property portfolio consists of investment property, hotels, inventory, equity accounted investees and part of other PPE, part of AHFS and part of other financial assets.

31 December 2024 31 December 2023
Bonds issued 4,977.7 4,483.3
Financial debts* 5,167.1 6,760.0
Cash and cash equivalents** (1,094.3) (1,036.5)
Net debt 9,050.5 10,220.5
Property portfolio 18,230.6 19,531.2
Loan to value ratio in % 49.6% 52.3%

* Including financial debts reported as liabilities linked to assets held for sale.

** Including cash and cash equivalents reported as assets linked to assets held for sale.

7.5 Fair value measurement

7.5.1 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 in 2024.

Accounting classification and fair values

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 lease liabilities and financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

31 December 2024 31 December 2023
Financial assets measured at fair value Carrying amount Fair Value Carrying amount Fair value
Derivative instruments 121.6 121.6 200.9 200.9
Financial assets not measured at fair value
Loans provided 302.6 332.5 201.1 217.9
Financial liabilities measured at fair value
Derivative instruments 75.6 75.6 89.0 89.0
Financial liabilities not measured at fair value
Bonds 4,977.7 4,582.7 4,483.3 3,253.4
Financial debt – bank loans (floating rate) 4,508.4 4,496.9 6,057.7 6,057.7
Financial debt – bank loans (fixed rate) 511.9 528.9 581.0 577.6
Financial debt – loans received 42.3 38.6 0.5 0.5

The Group classifies bonds and long-term equity investments as Level 1, derivative instruments as Level 2 and other positions as Level 3 in the fair value hierarchy.

Valuation technique used for measurement of fair value of derivatives

Liabilities from derivatives are measured by the discounted cash flow method. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties.

7.5.2 Fair value measurement of investment property, hotels and biological assets

The Group's investment properties, hotels and biological assets were valued at 31 December 2024 and 2023 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 closing.

7.5.3 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 2024 and 2023 respectively. The fair value hierarchy of the valuations is Level 3.

Retail Fair
Value
2024
Fair
Value
2023
Valuation
technique
Significant
unobservable
inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
ERV per sqm €72–€165 (€134) €73–€149 (€125)
Czech Republic 59 Investment NRI per sqm €70–€196 (€140) €65–€188 (€137)
retail warehouse 59 method Equivalent yield 6.75%–8.30% (7.26%) 6.5%–8.0% (6.99%)
Vacancy rate 0.0%–33.47% (3.72%) 0.0%–0.0% (0.0%)
ERV per sqm €79–€182 (€120) €78–€177 (€110)
NRI per sqm €76–€195 (€117) €53–€198 (€113)
Czech Republic
retail warehouse
94 113 DCF Discount Rate 6.3%–7.5% (6.98%) 6.2%–7.8% (7.08%)
Exit Yield 5.9%–7.2% (6.91%) 5.9%–7.4% (7.02%)
Vacancy rate 0.0%–3.57% (0.28%) 0.0%–3.57% (0.18%)
170 DCF ERV per sqm - €275–€693 (€551)
Czech Republic, Prague NRI per sqm - €326–€711 (€580)
shopping centres and 0 Discount Rate - 5.0%–6.8% (5.61%)
galleries* Exit Yield - 4.8%–6.5% (5.38%)
Vacancy rate - 1.12%–4.67% (3.46%)
172 260 DCF ERV per sqm €155–€193 (€171) €150–€228 (€172)
Czech Republic NRI per sqm €143–€192 (€164) €143–€243 (€176)
shopping centres and Discount Rate 7.5%–7.5% (7.5%) 7.0%–7.85% (7.51%)
galleries** Exit Yield 7.0%–7.0% (7.0%) 6.6%–7.25% (6.98%)
Vacancy rate 5.61%–6.68% (6.23%) 0.09%–5.91% (3.32%)
41 41 Investment
method
ERV per sqm €0.0–€195 (€113) €22–€196 (€116)
Czech Republic NRI per sqm €0–€202 (€112) €0–€197 (€113)
other retail properties Equivalent yield 6.5%–9.5% (7.78%) 6.5%–9.5% (7.8%)
Vacancy rate 0%–100% (10.13%) 0%–100% (9.22%)
ERV per sqm €138–€2,136 (€330) €138–€3,174 (€456)
NRI per sqm €88–€1,880 (€281) €72–€761 (€186)
Czech Republic
other retail properties
9 9 DCF Discount Rate 5.9%–7.8% (7.31%) 6.0%–8.0% (7.46%)
Exit Yield 5.9%–7.5% (7.05%) 6.0%–7.5% (7.15%)
Vacancy rate 0%–100% (25.05%) 0.0%–0.0% (0.0%)
Poland
shopping centres and galleries
111 Investment
method
ERV per sqm €188–€204 (€190) €186–€186 (€186)
103 NRI per sqm €127–€160 (€155) €185–€986 (€302)

Investment property

Retail Fair
Value
2024
Fair
Value
2023
Valuation
technique
Significant
unobservable
inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
Equivalent yield 8.15%–8.20% (8.19%) 8.0%–8.5% (8.07%)
Vacancy rate 0%–7.7% (6.55%) 0%–1.24% (1.06%)
ERV per sqm €310–€400(€351) €350–€1,100(€439)
Italy NRI per sqm €206–€351 (€286) €205–€896 (€358)
shopping centres and 371 419 DCF Discount Rate 6.35%–9.15% (7.36%) 5.83%–10.46% (7.2%)
galleries*** Exit Yield 4.5%–8.2% (5.97%) 4.0%–8.25% (5.75%)
Vacancy rate 0%–0.63% (0.52%) 0%–21.65% (1.57%)
91 91 DCF ERV per sqm €104–€195 (€158) €100–€225 (€169)
NRI per sqm €64–€220 (€165) €48–€201 (€156)
Italy
retail warehouse
Discount Rate 6.5%–8.5% (7.27%) 9.26%–10.27% (9.5%)
Exit Yield 6.0%–8.2% (7.01%) 6.5%–7.5% (6.86%)
Vacancy rate 0%–23.17% (0,95%) -0.02%–19.06% (0.74%)
211 207 Investment
method
ERV per sqm €143–€309 (€197) €164–€309 (€204)
Complementary Assets NRI per sqm €0.0–€184 (€140) €122–€278 (€173)
shopping centres and galleries Equivalent yield 7.35%–10.04% (8.41%) 7.52%–9.75% (8.54%)
Vacancy rate 0.4%–26.72% (4.90%) 4.10%–25.37% (7.44%)
Complementary Assets
retail warehouse****
0 23 Investment
method
ERV per sqm - €98–€108 (€103)
NRI per sqm - €19–€125 (€74)
Equivalent yield - 8.41%–8.98% (8.68%)
Vacancy rate - 0.0%–0.0% (0.0%)
Total 1,151 1,503

\* Internal transfers to SIMMO of EUR 112 million and disposal of EUR 57 million.

** Internal transfer to SIMMO of EUR 95 million.

*** Transfer to AHFS of EUR 45 million.

**** Disposal of EUR 23 million.

Office Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable
inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
ERV per sqm €100–€182 (€149) €97–€347 (€228)
364 DCF NRI per sqm €27–€126 (€56) €51–€343 (€192)
Czech Republic* 91 Discount rate 6.2%–8.7% (7.3%) 5.4%–8.8% (6.55%)
Exit Yield 0.0%–7.5% (4.84%) 5.15%–8.4% (6.10%)
Vacancy rate 0.0%–32.99% (8.54%) 0.0%–64.34% (14.02%)
2,450 DCF ERV per sqm €90–€334 (€208) €94–€356 (€217)
NRI per sqm €0.0–€0.0 (€0.0) €0.0–€0.0 (€0.0)
Berlin 2,299 Discount rate 4.0%–6,5% (5.24%) 3.75%–6.5% (5.05%)
Exit Yield 0.0%–0.0% (0.0%) 4.25%–6.25% (5.19%)
Vacancy rate 0%–69.09% (17.0%) 0.0%–48.33% (14.63%)
Poland 945 980 Investment
method
ERV per sqm €206–€323 (€252) €177–€313 (€244)
NRI per sqm €84–€248 (€171) €130–€325 (€236)
Equivalent yield 6.2%–8.5% (7.4%) 5.75%–8.55% (7.1%)
Vacancy rate 0%–15.63% (5.56%) 0%–32.82% (7.4%)
182 203 DCF ERV per sqm €100–€300 (€197) €100–€440 (€210)
NRI per sqm €–23–€195 (€85) €–19–€364 (€119)
Italy Discount rate 6.66%–9.45% (7.96%) 5.93%–10.17% (8.37%)
Exit Yield 4.5%–8.3% (6.48%) 4.0%–7.25% (5.89%)
Vacancy rate 0%–100% (34.06%) 0%–100% (21.36%)
Complementary
Assets
ERV per sqm €123–€179 (€175) €124–€177 (€173)
36 36 Investment
method
NRI per sqm €57–€253 (€240) €66–€247 (€234)
Equivalent yield 7.25%–9.96% (7.43%) 8.77%–10.79% (8.91%)
Vacancy rate 0.48%–35.02% (2.82%) 4.41%–31.58% (6.33%)
Total 3,553 4,033

* Disposal of EUR 16 million and Internal transfer to SIMMO of EUR 264 million.

Residential Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
Czech Republic 751 815 Comparable Fair value per sqm €660–€2,115 (€1,090) €475–€2,291 (€1,183)
Czech Republic, Prague 107 109 Comparable Fair value per sqm €3,533–€7,256 (€3,588) €3,406–€7,918 (€3,671)
Complementary Assets* 204 241 Comparable Fair value per sqm €6,553–€45,007
(€20,015)
€3,804–€42,930
(€21,153)
Italy 40 40 Comparable Fair value per sqm €13,938–€19,024
(€15,535)
€13,938–€18,826
(€15,487)
Italy 15 16 DCF ERV per sqm €332–€332 (€332) €332–€332 (€332)
NRI per sqm €307–€307 (€307) €270–€270 (€270)
Discount rate 7.62% 7.62%
Exit Yield 5.25% 5.25%
Vacancy rate 0.01% 0.01%
Total 1,117 1,221

* Disposal of EUR 36 million.

Industry and Logistics Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
59 58 DCF ERV per sqm €85–€85 (€85) €82–€82 (€82)
NRI per sqm €83–€83 (€83) €82–€82 (€82)
Czech Republic Discount rate 5.8%–5.8% (5.8%) 5.8%–5.8% (5.8%)
Exit yield 5.6%–5.6% (5.6%) 5.6%–5.6% (5.6%)
Vacancy rate 13.75%–13.75% (13.75%) 14.3%–14.3% (14.3%)
Germany 1 2 DCF ERV per sqm €20–€20 (€20) €26–€26 (€26)
NRI per sqm €19–€19 (€19) €20–€20 (€20)
Discount rate 3.75%–3.75% (3.75%) 3.75%–3.75% (3.75%)
Exit yield 4.75%–4.75% (4.75%) 4.75%–4.75% (4.75%)
Vacancy rate 0.0%–0.0% (0.0%) 0.0%–0.0% (0.0%)
Total 60 60
Complementary assets
other
Fair Value
2024
Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted avg)
2023
Complementary Assets* 10 Residual Gross development value €23,241
Portfolio – Development Development margin 10%
Complementary Assets
Portfolio – Development**
452 413 Development
App.–
Comparable
Fair value per sqm €9,632–€42,042
(€14,959)
€7,742–€29,139
(€12,261)
UK – office development 84 64
Appraisal
Development Gross development value
per sqm
€27,121 €26,176
Development margin 15% 15%
Landbank 19 19 Comparable Fair value per sqm €2–€1,101 (€90) €2–€1,101 (€90)
Total 565 496
CPI Energo Fair Value
2024
Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
CPI Energo 9 Comparable Discount rate 19.45%
CAP rate 12.69%
Agriculture Land Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable
inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
Czech Republic 149 139 Comparable Fair value per sqm €0,6–€1,348 (€1,143) €0,59–€1,257 (€1,065)

* Not valued as at 31 December 2023 as it was newly acquired.

** Transfer from property, plant and equipment of EUR 7 million.

*** Primarily development costs.

Other complementary Fair Value Fair Value Valuation Significant unobservable Range (weighted Range (weighted
assets 2024 2023 technique inputs avg) 2024 avg) 2023
Switzerland – other 9 12 Comparable Fair value per sqm €13,134 €17,157
Class of property – Hotels
Rented (IP)
Fair Value
2024
Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
DCF Rate per key €15,882 -€162,963
(€72,761)
€0.0–€0.0 (€0.0)
Czech Republic – Hotels
rented*
117 Exit yield 6.70%-9.0%(7.4%) 0.0%–0.0% (0.0%)
Discount rate 8.7%-11.50%
(9.61%)
0.0%–0.0% (0.0%)
Czech Republic – Hotels
rented*
22 Investment
method
Rate per key €25,177 €0.0–€0.0 (€0.0)
Equivalent yield 6.0% 0.0%–0.0% (0.0%)
Complementary Assets
Portfolio – Hotels rented
DCF Rate per key €72,000 -€353,571
(€167,828)
€257,216 -€257,216
(€257,216 )
123 25 Exit yield 5.75%-8.25%(7.53%) 6.75%-6.75%(6.75%)
Discount rate 7.32%-10.77%
(10.14%)
10.82%-10.82%
(10.82%)
Total 262 25

* Transfer from property, plant and equipment.

Landbank and Development Fair Value 2024 Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
Czech Republic – landbank 463 465 Comparable Fair value per sqm €1–€3,203 (€24) €1–€2,925 (€24)
Prague – landbank 583 591 Comparable Fair value per sqm €6–€3,195 (€439) €6–€3,988 (€435)
Czech Republic – landbank 9 9 Residual Gross development value per
sqm
€3,037–€3,037
(€3,037)
€3,042–€3,042
(€3,042)
Development margin 25.0% 25.0%
Czech Republic –
development
9 4 Development
Appraisal
Gross development value per
sqm
€4,060–€4,465
(€4,242)
€4,588–€4,588
(€4.588)
Czech Republic –
development**
26 12 Development
Appraisal –
Comparable
Fair value per sqm €2,161–€4,410
(€2,896)
€2,013–€2,013
(€2,013)
Hotels rented* 13 2 Development
Appraisal –
Gross development value per
sqm
€4,085–€4,571
(€4,226)
€4,568–€4,568
(€4,568)
Comparable Development margin 7.0% 7.0%
Poland - Landbank 0.4 0.4 Comparable Fair value per sqm €29 €29
Poland – Development*** 26 Development
Appraisal
Fair value per sqm €2,126–€2,126
(€2,126)
€0.0–€0.0 (€0.0)
Berlin – landbank 61 54 Comparable Fair value per sqm €150–€4,002 (€583) €150–€4,200 (€530)
Total EMRV per sqm €384 €396
Berlin – landbank 43 32 Residual Gross development value per
sqm
€7,562 €8,213
Development margin 5% 9%
Italy – landbank 1 7 Comparable Fair value per sqm €2–€2 (€2) €3–€23 (€5)
Italy – landbank**** Development value per sqm €801–€4,934
(€2,820)
€801–€5,246
(€2,965)
516 573 Residual Development margin 10.0%–19.35%
(13.7%)
10.0%–19.35%
(13.36%)
Total 1,750 1,749

* Transfer from property, plant and equipment.

** Transfer from Land bank, the Czech Republic.

*** Transfer from Office, Poland.

**** Disposals of EUR 37 million.

Investment property CPI EUROPE

Retail (CPI EUROPE) Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
431 Income
capitalisation
ERV per sqm €42–€165 (€131) €42–€163 (€129)
Czech Republic – Retail NRI per sqm €26–€164 (€126) €30–€161 (€124)
Warehouse 448 Equivalent yield 5.5%–8.7% (6.5%) 5.7%–8.4% (6.5%)
Vacancy rate 0.0%–64.6% (1.1%) 0.0%–64.6% (1.7%)
187 182 Income
capitalisation
ERV per sqm €244–€271 (€268) €236–€262 (€258)
Czech Republic – NRI per sqm €241–€267 (€264) €231–€258 (€254)
Shopping Centres and
Galleries
Equivalent yield 6.4%–6.8% (6.7%) 6.5%–6.7% (6.6%)
Vacancy rate 0%–0.2% (0.2%) 0%–0.3% (0.3%)
47 47 Income
capitalisation
ERV per sqm €154–€154 (€154) €146–€146 (€146)
Czech Republic – Prague NRI per sqm €151–€151 (€151) €144–€144 (€144)
Shopping Centres and
Galleries
Equivalent yield 7.6%–7.6% (7.6%) 7.2%–7.2% (7.0%)
Vacancy rate 4.3%–4.3% (4.3%) 5.4%–5.4% (5.4%)
Czech Republic – other
retail properties
4 DCF ERV per sqm €117–€117 (€117) €118–€118 (€118)
3 NRI per sqm €97–€97 (€97) €94–€94 (€94)
Equivalent yield 8.1%–8.1% (8.1%) 7.3%–7.3% (7.3%)
Retail (CPI EUROPE) Fair Value Fair Value Valuation Significant Range (weighted Range (weighted
2024 2023 technique unobservable inputs avg) 2024 avg) 2023
Vacancy rate 27.7%–27.7%
(27.7%)
20.6%–20.6%
(20.6%)
ERV per sqm €163–€194 (€181) €146–€178 (€164)
Poland – Shopping Income NRI per sqm €150–€167 (€156) €136–€165 (€152)
Centres and Galleries 199 193 capitalisation Equivalent yield 8.2%–9.0% (8.6%) 8.1%–9.5% (8.8%)
Vacancy rate 0.0%–3.3% (1.4%) 0.0%–4 % (1.8%)
ERV per sqm €78–€163 (€130) €64–€133 (€109)
Poland – Retail Income NRI per sqm €68–€157 (€116) €61–€128 (€105)
Warehouse 139 131 capitalisation Equivalent yield 7.0%–9.0% (8.2%) 7.5%–8.2% (7.8%)
Vacancy rate 0.0%–8% (0.9%) 0.0%–8% (1.5%)
101 Income
capitalisation
ERV per sqm €116–€182 (€160) €114–€178 (€157)
97 NRI per sqm €104–€167 (€146) €105–€167 (€147)
Italy – Retail Warehouse Equivalent yield 7.7%–8.1% (8%) 7.8%–8.3% (8%)
Vacancy rate 0.0%–2.3% (1.5%) 0.0%–4% (2.6%)
1,206 1,116 Income
capitalisation
ERV per sqm €76–€200 (€129) €74–€202 (€129)
Complementary Assets – NRI per sqm €63–€222 (€125) €41–€178 (€125)
Retail Warehouse* Equivalent yield 5.8%–13.1% (8.0%) 5.6%–13.5% (8.1%)
Vacancy rate 0.0%–14.3% (1.9%) 0.0%–51.1% (1.8%)
361 429 Income
capitalisation
ERV per sqm €181–€293 (€264) €170–€282 (€245)
Complementary Assets – NRI per sqm €161–€276 (€246) €158–€273 (€227)
Shopping Centres and
Galleries
Equivalent yield 8.8%–10.3% (9.4%) 7.7%–10.1% (9.2%)
Vacancy rate 0.1%–8.1% (4.3%) 0.2%–12.7% (3.6%)
6 6 Income
capitalisation
ERV per sqm €91–€91 (€91) €91–€91 (€91)
Complementary Assets NRI per sqm €59–€59 (€59) €60–€60 (€60)
So Called Special
Properties
Equivalent yield 8.5%–8.5% (8.5%) 9.0%–9.0% (9.0%)
Vacancy rate 11.9%–11.9%
(11.9%)
0.0%–0.0% (0.0%)
Total (CPI EUROPE) 2,693 2,640

* Additions of EUR 102 million.

Office (CPI EUROPE) Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted avg)
2024
Range (weighted avg)
2023
270 ERV per sqm €192–€293 (€238) €184–€284 (€224)
Czech Republic* 222 Income NRI per sqm €189–€290 (€236) €177–€280 (€220)
capitalisation Equivalent yield 5.4%–6.3% (5.9%) 5.2%–7.4% (5.9%)
Vacancy rate 0.7%–16.2% (3.5%) 0.7%–31.9% (6.1%)
ERV per sqm €255–€332 (€296) €255–€332 (€296)
Germany 461 Income NRI per sqm €243–€317 (€282) €243–€317 (€282)
468 capitalisation Equivalent yield 4.8%–5.3% (4.9%) 4.7%–5.2% (4.9%)
Vacancy rate 0.0%–0.9% (0.3%) 0.0%–3.1% (1.3%)
601 612 Income
capitalisation
ERV per sqm €162–€317 (€276) €148–€305 (€263)
NRI per sqm €71–€271 (€227) €147–€302 (€260)
Poland Equivalent yield 6%–11.0% (7.0%) 6%–10,8% (7.2%)
Vacancy rate 0%–39% (5.6%) 0%–31% (4,1%)
261 400 Income
capitalisation
ERV per sqm €55–€199 (€173) €55–€200 (€156)
NRI per sqm €53–€193 (€166) €52–€194 (€147)
Complementary Assets** Equivalent yield 5.1%–15.7% (8.4%) 5.1%–12.5% (8.4%)
Vacancy rate 0.0%–100% (13.1%) 0.0%–97.3% (12%)
Total EMRV €274
Complementary Assets –
Office Development***
25 Development
Appraisal
Gross development
value
€3,543
Development margin 0% 5.0%
Complementary Assets –
Office Development***
39 Income
capitalisation
ERV per sqm €177 €189
39 NRI per sqm €172 €184
Equivalent yield 8.5% 8.7%
Vacancy rate 9.5% 5.7%
Total (CPI EUROPE) 1,584 1,814

* Transfer to expected sale price of EUR 45 million.

** Disposals of EUR 67 million, transfer to expected sales price of EUR 60 million.

*** Disposal.

Landbank and
Development (CPI
EUROPE)
Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
Complementary Assets –
Landbank
30 41 Comparable Fair value per sqm €29–€1,547 (€163) €6–€1,673 (€193)
Total EMRV €120–€144 (€133) €114–€144 (€132)
Complementary Assets –
Landbank
17 17 Development
Appraisal
Gross development
value
€1,378–€1,918
(€1,664)
€1,367–€1,918
(€1,651)
Development margin 5.0%–7% (6%) 5.0%–7% (6%)
Total EMRV €114–€132 (€127) €114–€147 (€133)
Complementary Assets –
Retail Development
7 17 Development
Appraisal
Gross development
value
€1,312–€1,612
(€1,520)
€1,312–€1,756
(€1,580)
Development margin 5%–5.5% (5.1%) 5%–5.5% (5.0%)
Total (CPI EUROPE) 54 75

Investment property SIMMO

Retail (SIMMO) Fair Value 2024 Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
ERV per sqm €64–€68 (€67)
NRI per sqm €-52–€54 (€53)
Germany – Retail Discount rate 0.0%–0.0% (0.0%)
Warehouse* 2 DCF Exit yield 4.4%–6.7% (5.8%)
Vacancy rate 8.8%–100%
(42.5%)
ERV per sqm €98–€118 (€107)
NRI per sqm €85–€112 (€97)
Germany – Shopping Discount rate 6.6%–9.1% (7.7%)
Centres and Galleries* 23 DCF Exit yield 6.0%–8.1% (6.8%)
Vacancy rate 6.4%–96.0%
(44.6%)
ERV per sqm €201–€595 (€332)
Czech Republic – NRI per sqm €207–€569 (€326)
Shopping Centres and 263 DCF Discount rate 5.3%–7% (6.4%)
Galleries** Exit yield 5%–6.7% (6.1%)
Vacancy rate 2.5%–5.4% (3.6%)
490 ERV per sqm €149–€741 (€404)
Czech Republic – NRI per sqm €149–€744 (€403)
Shopping Centres and Income
capitalisation
Discount rate 0.0%–0.0% (0.0%)
Galleries*** Exit yield 4.8%–6.8% (5.9%)
Vacancy rate 0.2%–2.6% (0.9%)
Income
capitalisation
ERV per sqm €85–€85 (€85)
NRI per sqm €83–€83 (€83)
Czech Republic - Retail
Warehouse
23 Discount rate 0.0%–0.0% (0.0%)
Exit yield 6.8%–6.8% (6.8%)
Vacancy rate 0.0%–0.0% (0.0%)
ERV per sqm €83–€89 (€86) €93–€95 (€94)
Complementary Asset Income NRI per sqm €79–€85 (€82) €103–109 (€106)
Portfolio – Retail
Warehouse
30 29 capitalisation Exit yield 4.8%–9.5% (7.6%) 4.4%–9.0% (8.5%)
Vacancy rate 0.0%–0.0% (0.0%) 0.0%–3.5% (1.6%)
ERV per sqm €161–€280 (€255) €156–€250 (€234)
Complementary Asset Income NRI per sqm €150–€266 (€242) €146–€238 (€222)
Portfolio – Shopping
Centres and Galleries***
301 301 capitalisation Exit yield 4.8%–9.5% (8.4%) 4.4%–9% (7.9%)
Vacancy rate 0.5%–1.7% (0.9%) 0.4%–25.9% (5.4%)
ERV per sqm €120–€129 (€128) €120–€128 (€127)
Complementary Assets
So Called Special
Properties
21 Income
capitalisation
NRI per sqm €108–€124 (€122) €108–€123 (€122)
21 Exit yield 4.8%–9.5% (6.2%) 4.4%–9.0% (6%)
Vacancy rate 0.0%–0.0% (0.0%) 0.0%–0.0% (0.0%)
Total (SIMMO) 865 639

* Disposals and transfers to assets held for sale.

** Change in valuation method from DCF to income capitalization.

*** Change in valuation method from DCF to income capitalization of EUR 263 million and transfer to SIMMO of EUR 196 million.

**** Transfer to SIMMO.

Office (SIMMO) Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
229 DCF ERV per sqm €78–€18,294 (€543)
NRI per sqm €67–€16,821 (€499)
Germany* Discount rate 6%–7.8% (6.9%)
Exit yield 4.4%–7.3% (5.9%)
Vacancy rate 0.3%–100% (14.1%)
ERV per sqm €159–€254 (€197)
362 DCF NRI per sqm €117–€241 (€166)
Czech Republic** Discount rate 5.5%–7.6% (6.2%)
Exit yield 5.3%–7.3% (5.9%)
Vacancy rate 0%–16.3% (5.5%)
593 Income
capitalisation
ERV per sqm €165–€350 (€231)
NRI per sqm €125–€330 (€208)
Czech Republic*** Discount rate 0%–0% (0%)
Equivalent yield 5.2%–7.4% (5.8%)
Vacancy rate 0%–13.1% (4.7%)
Complementary Assets*** 1,526 1,667 Income
capitalisation
ERV per sqm €80–€318 (€192) €80–€306 (€184)
NRI per sqm €30–€299 (€169) €37–€288 (€156)
Exit yield 0%–0% (6.87%) 0%–0% (6.55%)
Vacancy rate 0.0%–100% (11.9%) 0.0%–100% (13.3%)
Total (SIMMO) 2,119 2,258

* Disposals of EUR 188 million and transfers to assets held for sale of EUR 13 million.

** Change in valuation method from DCF to income capitalization of EUR 362 million and internal transfer to SIMMO.

*** Disposals of EUR 125 million and transfer to assets held for sale EUR 23 million.

Hotels Rented (SIMMO) Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
9 DCF Rate per key €96,875–€101,071
(€98,152)
Germany* Exit yield 8.8%–9.3% (9.1%)
Discount rate 9.3%–9.8% (9.6%)
Czech Republic - Hotels &
Resorts**
26 Income
capitalisation
Rate per key €160,870
Exit yield 7.0%
Complementary Assets ** 63 37 Income
Capitalisation
Rate per key €151,980–€161,692
(€156,824)
€183,582
Exit yield 5.7%–7.4% (6.5%) 6%
Complementary Assets
***
DCF Rate per key €152,475–€152,475
(€152,475)
31 Exit yield 6.5%–6.5% (6.5%)
Discount rate 6.8%–6.8% (6.8%)
Total (SIMMO) 89 77

* Disposal.

** Transfer from property, plant and equipment.

*** Change in valuation method from DCF to income capitalization.

Residential (SIMMO) Fair Value
2024
Fair Value
2023
Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
Germany* 195 DCF ERV per sqm €74–€150 (€111)
NRI per sqm €56–€133 (€95)
Discount rate 4.6%–7% (5.5%)
Exit yield 2.8%–5.3% (4%)
Vacancy rate 0%–57% (9.5%)
Complementary Assets 9 8 Income
Capitalisation
ERV per sqm €121 €121
NRI per sqm €120 €120
Exit yield 7% 7%
Vacancy rate 0.3% 0.3%
Total (SIMMO) 9 203

* Disposal of EUR 97 million and transfer to asset held for sale of EUR 77 million.

Landbank and
Development
(SIMMO)
Fair Value 2024 Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
Germany – Landbank* 69 Comparable Fair value per sqm €1–€415 (€29)
Complementary Assets –
Landbank
19 15 Comparable Fair value per sqm €330–€1,923
(€712)
€0–€1,797
(€450)
Total EMRV €0
Complementary Assets –
Office Development
4 Development
Appraisal
Gross development value €3,064
Development margin 17.5%
Total (SIMMO) 19 88

* Disposal of EUR 15 million and transfer to assets held for sale of EUR 43 million).

Fair value 2024 Fair value 2023
Investment property 8,616 9,247
Investment property CPI EUROPE 4,332 4,529
Investment property SIMMO 3,101 3,265
Investment property total 16,049 17,041
Class of property – Hospitality
(PPE)
Fair Value
2024
Fair Value
2023
Valuation
technique
Significant unobservable
inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
356 DCF Rate per key - €16,178–€410,590
(€87,739)
Czech Republic – Hospitality* – Exit yield - 5.0%–9.0% (7.41%)
Discount rate - 6.5%–12.5% (9.69%)
Comparable Rate per key - €71,718
Czech Republic – Hospitality* – 5 Fair value per sqm - €13,319
7 Development Rate per key - €4,085
Hospitality* Appraisal Fair value per sqm - 7.0%
Rate per key €123,892 €50,403 -€346,429
(€115,231 )
Complementary Assets
portfolio – Hospitality**
39 152 DCF Exit yield 6.0% 5.75%-8.25%(7.12%)
Discount rate 8.54% 7.53%-10.82%
(9.83%)
Total 39 520

* Disposals and transfers to property, plant and equipment.

** Valued at expected sale price (impact of EUR 86 million) and additions.

Hotels (SIMMO) Fair Value
2024
Fair Value 2023 Valuation
technique
Significant
unobservable inputs
Range (weighted
avg) 2024
Range (weighted
avg) 2023
Rate per key €155,901
Czech Republic –
Hotels
– 25 DCF Exit yield 7%
Discount rate 9%
Complementary 213 207 DCF Rate per key €299,085–€314,560
(€307,225)
€152,475–€307,418
(€298,844)
Assets – Hotels Exit yield 5.7%–7.5% (6.6%) 5.7%–7.3% (6.5%)
Discount rate 7.7%–9.5% (8.6%) 7.7%–9.8% (8.8%)
Complementary Income Rate per key €90,661 €84,436
Assets portfolio –
Hotels
23 22 capitalisation Exit yield 8.75% 8.5%
Total (SIMMO) 236 254

* Disposals and transfer to Investment Property in 2024.

Fair value 2024 Fair value 2023
Property, plant and equipment* 39 520
Property, plant and equipment SIMMO 236 254
Property, plant and equipment total 275 774

The tables above are net of properties classified as assets held for sale, recent acquisitions (see note 3.2) and selected leased properties.

The amounts of classes of property as at 31 December 2024 in the table above is not fully comparable to the amounts as at 31 December 2023, primarily due to changes of valuation methods and changes in classification of assets due to their change of use.

Discounted cash flow method (DCF) – application guidance provided by IVSC

Under the DCF method, a property's fair value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over the asset's life including an exit or terminal value. As an accepted method within the income approach to valuation, the DCF method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, an appropriate, market-derived discount rate is applied to establish the present value of the income stream associated with the real property.

The duration of the cash flow and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related lease up periods, re-letting, redevelopment, or refurbishment. The appropriate duration is typically driven by market behaviour that is a characteristic of the class of real property. In the case of investment properties, periodic cash flow is typically estimated as gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance cost, agent and commission costs and other operating and management expenses. The series of periodic net operating incomes, along with an estimate of the terminal value anticipated at the end of the projection period, is then discounted.

Market comparable method – application guidance provided by IVSC

Under the market comparable method (or market comparable approach), a property's fair value is estimated based on comparable transactions. The market comparable approach is based upon the principle of substitution under which a potential buyer will not pay more for the property than it will cost to buy a comparable substitute property. In theory, the best comparable sale would be an exact duplicate of the subject property and would indicate, by the known selling price of the duplicate, the price for which the subject property could be sold. The unit of comparison applied is the price per square metre (sqm).

Income capitalisation method – application guidance provided by IVSC

Under the income capitalisation method, a property's fair value is estimated based on the normalised net operating income generated by the property, which is divided by the capitalisation rate (the investor's rate of return). The difference between gross and net rental income includes expense categories such as vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance cost, agent and commission costs and other operating and management expenses. When using the income capitalisation method, the mentioned expenses have to be included on the basis of a time-weighted average, such as the average lease up costs. Under the income capitalisation method, over (above market rent) and under-rent situations are separately capitalised.

Sensitivity analysis on changes in assumptions of property valuation

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

The significant unobservable inputs used in fair value measurement categorised as level 3 of the fair value hierarchy of the Group's portfolio are:

Equivalent yield or discount rate

  • Estimated rental value (ERV), rental or terminal growth
  • Development margin 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 and income capitalisation method:

As at 31 December 2024

Discount rate
ERV
Yield
ERV

Czech Republic – Office – Income capitalisation Czech Republic – Office – DCF Poland – Office – DCF

Yield
ERV
Yield
ERV
Yield
ERV
Discount rate
ERV

Czech Republic – Hotels rented – DCF Complementary – Hotels rented – DCF

Discount rate
Terminal
Growth

Berlin office - DCF Czech Republic – Retail – Income capitalisation Czech Republic – Retail – DCF

Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 2,225 2,180 2,135 ERV (5.00%) 99 95 92 ERV (5.00%) 271 261 253
2,347 2,299 2,252 103 99 96 285 275 266
5.00% 2,470 2,418 2,369 5.00% 108 104 100 5.00% 299 289 279
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 98 95 92 ERV (5.00%) 469 460 451 ERV (5.00%) 209 202 196
107 103 100 472 462 453 218 211 205
5.00% 115 112 109 5.00% - 465 456 5.00% 227 220 214
Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 88 86 84 (5.00%) 930 903 879
93 91 88 971 945 921
5.00% 98 95 93 5.00% 1,013 987 963
ERV Yield ERV

Italy – Office – DCF Complementary – Office – Income

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 181 176 172 ERV (5.00%) 37 35 33 ERV (5.00%)
186 182 177 38 36 34
5.00% 192 187 183 5.00% 39 37 36 5.00%
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 59 56 54 ERV (5.00%) 1 1 1 ERV (5.00%)
62 59 57 1 1 1
5.00% 65 62 60 5.00% 1 1 1 5.00%

Italy – Residential – DCF Czech Republic – Hotels rented – Income capitalisation Complementary – Hotels – DCF

Discount rate Discount rate Discount rate
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 14 14 14 Growth (5.00%) 20 19 18 Growth (5.00%) 40 39 38
16 15 15 23 22 21 40 39 38
5.00% 17 16 16 5.00% 27 26 25 5.00% 40 39 38
Discount rate Discount rate
(0.25%) 0.25% (0.25%) 0.25%
(5.00%) 110 108 106 Growth
(5.00%)
119 117 115
119 117 114
125
123 120
5.00% 129 126 123 5.00% 130 128 126

Development, land banks and industry & logistic

Development Landbank
Residual Value in €m Czech
Republic
Italy Complementary Hotels
rented
Italy Complementary Czech
Republic
Germany
Developer's Profit (5.00%) 10 86 14 601 11 10 39
Developer's Profit (2.50%) 9 85 13 556 10 10 41
Developer's Profit as set 9 84 13 516 10 9 43
Developer's Profit 2.50% 8 84 12 479 10 8 44
Developer's Profit 5.00% 7 83 11 446 10 8 47
Yield
ERV

Poland – Retail – Income capitalisation Italy – Retail – DCF Complementary – Retail – Income capitalisation

Yield
ERV
Yield
ERV

capitalisation Complementary – Office – DCF

Yield
ERV

Czech Republic – Industry – DCF Germany – Industry – DCF Complementary – Residential – DCF

Yield
ERV
Discount rate Discount rate Discount rate
(0.25%) 0.25% Growth (0.25%) 0.25% Growth (0.25%) 0.25%
14 14 14 (5.00%) 20 19 18 (5.00%) 40 39 38
16 15 15 23 22 21 40 39 38
17 16 16 5.00% 27 26 25 5.00% 40 39 38

CPI EUROPE

Czech Republic – Retail – Income

capitalisation
Discount rate
ERV

Italy – Retail – Income capitalisation Complementary – Retail – Income

Yield
ERV

Czech Republic – Office – Income

capitalisation
Yield
ERV
Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 676 650 627 ERV (5.00%) 320 309 299 ERV (5.00%)
712 686 661 349 338 328
5.00% 750 721 694 5.00% 380 369 359 5.00%
Yield capitalisation Yield capitalisation
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 95 92 89 ERV (5.00%) 1,541 1,492 1,446 ERV (5.00%)
100 97 95 1,622 1,572 1,525
5.00% 106 103 100 5.00% 1,705 1,651 1,602 5.00%

Germany – Office – Income capitalisation Poland – Office – Income capitalisation

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 220 210 201 ERV (5.00%) 459 438 418 ERV
(5.00%)
592 573 556
232 222 212 484 462 441
619
601 584
5.00% 244 233 223 5.00% 509 486 464 5.00% 647 628 611

Complementary – Office dev – Income

Discount rate capitalisation Discount rate
(0.25%) 0.25% (0.25%) 0.25%
(5.00%) 256 246 238 ERV (5.00%) 39 37 36
271 261 252 41 40 38
5.00% 286 276 266 5.00% 43 42 40

Poland – Retail – Income capitalisation Poland – Retail dev. – Income capitalisation

Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 676 650 627 ERV (5.00%) 320 309 299 ERV
(5.00%)
712 686 661 349 338 328
5.00% 750 721 694 5.00% 380 369 359 5.00%

Complementary – Retail dev. – Income

Yield capitalisation Yield capitalisation
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 95 92 89 ERV (5.00%) 1,541 1,492 1,446 ERV (5.00%)
100 97 95 1,622 1,572 1,525
5.00% 106 103 100 5.00% 1,705 1,651 1,602 5.00%
Yield
ERV

Complementary – Office – Income

capitalisation
Discount rate
capitalisation Discount rate
(0.25%) 0.25% (0.25%) 0.25%
ERV (5.00%) 256 246 238 ERV (5.00%) 39 37 36
271 261 252 41 40 38
5.00% 286 276 266 5.00% 43 42 40

Office development, land banks and retail

Residual Value in €m Complementary –
Land residual
Complementary –
Office development
Complementary –
Retail development
Developer's Profit (5.00%) 17 0 7
Developer's Profit (2.50%) 17 0 7
Developer's Profit as set 17 0 7
Developer's Profit 2.50% 17 0 7
Developer's Profit 5.00% 16 25 7

SIMMO

Germany – Retail – DCF Complementary – Retail – Income
Discount rate capitalisation
Yield
ERV ERV
Discount rate
ERV

Complementary – Office – Income

capitalisation
Yield
ERV
Yield
ERV
Yield
ERV

Complementary – Hotels rented – Income capitalisation Czech Republic – Hotels rented - IC Complementary - Residential - Income

Yield
ERV

Office Development

Residual Value in €m Complementary –
Office Development
Developer's Profit (5.00%)
Developer's Profit (2.50%)
Developer's Profit as set
Developer's Profit 2.50%
Developer's Profit 5.00%
Discount rate capitalisation
Yield
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) 345 334 323 ERV (5.00%) 518 493 471
364 351 340 538 513 491
5.00% 5.00% 382 369 357 5.00% 558 534 511
Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) ERV
(5.00%)
595 568 544
621 593 569
5.00% 5.00% 5.00% 646 619 594

Czech Republic - Hotels rented - DCF Czech Republic - Hotels rented - DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 1,507 1,448 1,525 ERV (5.00%) ERV
(5.00%)
1,588 1,526 1,604
5.00% 1,669 1,605 1,684 5.00% 5.00%
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) 210 202 195 ERV (5.00%)
221 213 205
5.00% 5.00% 232 223 215 5.00%

Complementary – Hotels rented – DCF Complementary – Hotels – Income capitalisation Germany – Residential – DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) 55 53 51 ERV (5.00%)
58 56 54
5.00% 5.00% 61 59 57 5.00%
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 30 29 28 ERV (5.00%) 24 23 23 ERV (5.00%) 8 8 8
32 31 30 26 26 25 9 9 8
5.00% 34 32 31 5.00% 29 28 28 5.00% 10 10 9

Czech Republic – Retail – Income

Yield
ERV

Czech Republic – Retail – DCF Germany – Office – DCF Czech Republic – Office – Income

Yield
ERV
Yield
ERV

Czech Republic – Hotels – DCF Complementary – Hotels – DCF Germany – Hotels rented – DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) 210 202 195 ERV (5.00%)
221 213 205
5.00% 5.00% 232 223 215 5.00%
Yield
ERV

capitalisation

Yield
ERV

As at 31 December 2023

Discount rate
ERV
Yield
ERV

Czech Republic – Office – Income capitalisation Czech Republic – Office – DCF Poland – Office – DCF

Yield
ERV
Yield
ERV
Yield
ERV

Berlin office Czech Republic – Retail – Income capitalisation Czech Republic – Retail – DCF

Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 2,364 2,315 2,268 ERV (5.00%) 99 96 92 ERV (5.00%) 545 525 506
2,490 2,450 2,390 103 99 96 574 552 532
5.00% 2,618 2,563 2,511 5.00% 107 103 100 5.00% 603 580 559
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 109 106 102 ERV (5.00%) 517 506 495 ERV (5.00%) 226 220 213
115 111 108 521 509 499 237 230 223
5.00% 121 117 114 5.00% 525 513 503 5.00% 248 240 234
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) ERV (5.00%) 358 346 334 ERV (5.00%) 973 936 901
377 364 351 1,020 980 944
5.00% 5.00% 396 382 369 5.00% 1,066 1,025 987
Italy – Office – DCF Complementary – Office – Income
capitalisation
Complementary – Office – DCF
---------------------- --------------------------------------------------- ------------------------------
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 202 197 192 ERV (5.00%) 37 36 36 ERV (5.00%)
208 203 198 37 36 36
5.00% 214 208 204 5.00% 37 36 36 5.00%
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 58 55 53 ERV (5.00%) 2 2 2 ERV (5.00%)
61 58 55 2 2 2
5.00% 64 61 58 5.00% 2 2 2 5.00%
Yield
ERV

Poland – Retail – DCF Italy – Retail – DCF Complementary – Retail – Income capitalisation

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 109 106 102 ERV (5.00%) 517 506 495 ERV (5.00%) 226 220 213
115 111 108 521 509 499 237 230 223
5.00% 121 117 114 5.00% 525 513 503 5.00% 248 240 234
Yield
ERV
Yield
ERV

Czech Republic – Industry – DCF Germany – Industry – DCF Complementary – Residential – DCF

Yield
ERV
Discount rate
ERV
Discount rate Discount rate Discount rate
(0.25%) 0.25% Growth (0.25%) 0.25% Growth (0.25%) 0.25%
(5.00%) 15 15 14 (5.00%) 342 333 325 (5.00%) 148 146 143
16 16 16 365 356 347 155 152 150
5.00% 18 17 17 5.00% 388 378 369 5.00% 162 159 156

Italy – Residential – DCF Czech Republic – Hotels – DCF Complementary – Hotels – DCF

Discount rate Discount rate Discount rate
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 15 15 14 Growth (5.00%) 342 333 325 Growth (5.00%) 148 146 143
16 16 16 365 356 347 155 152 150
5.00% 18 17 17 5.00% 388 378 369 5.00% 162 159 156

Complementary – Hotels rented – DCF Croatia – Hotels – DCF

Discount rate
Terminal
Growth
Discount rate Discount rate
(0.25%) 0.25% Growth (0.25%) 0.25%
(5.00%) 26 25 24 (5.00%)
26 25 24
5.00% 26 25 24 5.00%

Development, land banks and industry & logistic

Development Landbank
Residual Value in €m Czech
Republic
Italy Complementary Hotels Italy Czech
Republic
Germany
Developer's Profit (5.00%) 4 65 11 666 24 35
Developer's Profit (2.50%) 4 65 10 617 23 34
Developer's Profit as set 4 64 9 573 21 32
Developer's Profit 2.50% 4 64 8 533 20 31
Developer's Profit 5.00% 4 64 8 497 18 30

CPI EUROPE

Czech Republic – Retail – Income

capitalisation
ERV

Italy – Retail – Income capitalisation Complementary – Retail – Income

Yield
ERV

Czech Republic – Office – Income

capitalisation Yield
ERV

Complementary – Office – Income

capitalisation Discount rate
ERV
Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 654 629 607 ERV (5.00%) 317 307 299 ERV (5.00%)
690 664 640 335 325 316
5.00% 725 698 672 5.00% 352 342 332 5.00%
Yield capitalisation
Yield
capitalisation
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 98 95 92 ERV (5.00%) 1,524 1,475 1,431 ERV (5.00%)
104 101 98 1,601 1,551 1,504
5.00% 109 106 103 5.00% 1,678 1,626 1,576 5.00%

Germany – Office – Income capitalisation Poland – Office – Income capitalisation

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 268 256 245 ERV (5.00%) 465 443 423 ERV
(5.00%)
604 579 555
282 270 258 491 468 446 639 612 588
5.00% 297 284 272 5.00% 517 492 470 5.00% 674 646 620

Complementary – Office dev – Income

Discount rate capitalisation Discount rate
(0.25%) 0.25% (0.25%) 0.25%
(5.00%) 392 378 365 ERV (5.00%) 38 37 35
415 400 386 41 39 38
5.00% 437 421 407 5.00% 43 42 40

Office development, land banks and retail

Residual Value in €m Complementary –
Land residual
Complementary –
Office development
Complementary –
Retail development
Developer's Profit (5.00%) 17 25 17
Developer's Profit (2.50%) 17 25 17
Developer's Profit as set 17 25 17
Developer's Profit 2.50% 17 25 17
Developer's Profit 5.00% 17 25 17

Poland – Retail – Income capitalisation Poland – Retail dev. – Income capitalisation

Yield
ERV

Complementary – Retail dev. – Income

Yield capitalisation
Yield
capitalisation
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 98 95 92 ERV (5.00%) 1,524 1,475 1,431 ERV (5.00%)
104 101 98 1,601 1,551 1,504
5.00% 109 106 103 5.00% 1,678 1,626 1,576 5.00%
Yield
ERV

SIMMO

Germany – Retail – DCF Complementary – Retail – Income
Discount rate capitalisation Yield
ERV ERV
Discount rate
ERV

Complementary – Office – Income

capitalisation
Yield
ERV
Yield
ERV
Yield
ERV

Complementary – Residential – Income capitalisation

Yield
(0.25%) 0.25%
ERV (5.00%) 8 7 7
8 8 8
5.00% 9 9 8

Office Development

Residual Value in €m Complementary –
Office Development
Developer's Profit (5.00%) 4
Developer's Profit (2.50%) 4
Developer's Profit as set 4
Developer's Profit 2.50% 3
Developer's Profit 5.00% 3

The fair value used in the sensitivity analysis above includes properties, which were valued by income based or residual valuation method (with exception for development in Berlin and Berlin leasehold industry and logistics where no development margin was applied in the valuation). Properties valued by comparable method are not subject of sensitivity analyses.

Discount rate capitalisation
Yield
Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 24 23 22 ERV (5.00%) 345 334 323 ERV (5.00%)
26 25 23 364 351 340
5.00% 27 26 25 5.00% 382 369 357 5.00%
Discount rate Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 260 250 241 ERV (5.00%) 229 218 208 ERV (5.00%)
274 263 253 240 229 219
5.00% 288 276 266 5.00% 251 240 229 5.00%
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 1,650 1,585 1,525 ERV (5.00%) ERV (5.00%) 357 344 331
1,734 1,667 1,604 376 362 348
5.00% 1,819 1,749 1,684 5.00% 5.00% 395 380 365
Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 25 24 23 ERV (5.00%) 205 199 193 ERV (5.00%) 9 9 8
26 25 24 213 207 201 9 9 9

Complementary – Hotels rented – DCF Complementary – Hotels – Income capitalisation Germany – Residential – DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 31 30 29 ERV (5.00%) 21 21 20 ERV
(5.00%)
200 187 175
32 31 30 22 22 21 210 195 183
5.00% 33 31 30 5.00% 24 23 22 5.00% 218 203 191

Complementary – Retail – DCF

Yield
ERV

Czech Republic – Retail – DCF Germany – Office – DCF Complementary – Retail – DCF

Yield
ERV

Complementary – Office – DCF Czech Republic – Office – DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
1,650 1,585 1,525 ERV (5.00%) ERV (5.00%) 357 344 331
1,734 1,667 1,604 376 362 348
1,819 1,749 1,684 5.00% 5.00% 395 380 365

Czech Republic – Hotels – DCF Complementary – Hotels – DCF Germany – Hotels rented – DCF

Yield Yield Yield
(0.25%) 0.25% (0.25%) 0.25% (0.25%) 0.25%
(5.00%) 25 24 23 ERV (5.00%) 205 199 193 ERV (5.00%) 9 9 8
26 25 24 213 207 201 9 9 9
5.00% 27 26 26 5.00% 221 215 208 5.00% 10 9 9
Yield
ERV

8 Contingencies and 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 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, without prejudice to interest. 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 the Company and certain other defendants has not resulted in the inadmissibility of the litigation against the Company's subsidiary CPI FIM SA and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against CPI FIM SA. On 28 March 2023 the court of appeal has rejected the appeal and therefore the case will be heard on the merits before the first instance Luxembourg Court during 2025.

Kingstown disputes in the United States

On 10 April 2019, a group of Kingstown companies, Investhold LTD and Verali Limited (together, the "Kingstown Plaintiffs") filed a claim in the United States District Court of the Southern District of New York (the "SDNY Court") against, among others, CPIPG and Mr. Radovan Vítek (together, the "CPIPG Defendants"). The claims brought by the Kingstown Plaintiffs against CPIPG include alleged violations of RICO.

CPIPG believes that the claims are without merit and were designed to create negative press attention for CPIPG and to force an undue settlement. The Group's business has been totally unaffected by the New York lawsuit and by similar attempts by the Kingstown Plaintiffs to harm the reputation of CPIPG and Mr. Vítek. CPIPG reported superb preliminary operating results for 2019 and is pleased to have successfully issued nearly EUR 2 billion of bonds on the international capital markets since the New York lawsuit was filed.

On 10 September 2019, the CPIPG Defendants filed a motion to dismiss the case in the SDNY Court. On 22 November 2019, the Kingstown Plaintiffs filed an amended complaint in the SDNY Court. The amended complaint adds new non-US defendants and simply continues the false campaign against CPIPG and Mr. Vítek. The amended complaint does nothing to cure the serious jurisdictional deficiencies and pleading defects present in the original complaint.

On ൬൯ February ൭൫൭൫, the CPIPG Defendants filed a motion to dismiss the amended complaint. The arguments presented in the motion resemble those presented by the CPIPG Defendants in September ൭൫൬൴ and are further refined given the new allegations:

  • i. The Kingstown Plaintiffs have failed to justify the application of RICO outside the United States;
  • ii. The SDNY Court lacks jurisdiction over the CPIPG Defendants;
  • iii. The Kingstown Plaintiffs' alleged RICO claims are time-barred under RICO's four-year statute of limitations;
  • iv. The SDNY Court is an improper forum to hear the case given that, among other things, Kingstown initiated nearly identical proceedings in Luxembourg in January ൭൫൬൰ which are still pending against some of the CPIPG Defendants;
  • v. The Kingstown Plaintiffs have nonetheless failed to adequately state any claim against the CPIPG Defendants.

On 4 September 2020, the SDNY Court granted the CPIPG Defendants' motions to dismiss. The SDNY Court ruled that the case should defer to the existing proceedings in Luxembourg, which is the locus where most of the relevant evidence in the case is located. The SDNY Court also determined that Luxembourg would be a more convenient forum for litigation, and that Luxembourg's legal system was sufficiently adequate to allow for the resolution of Kingstown Plaintiffs' claims.

The Kingstown Plaintiffs appealed the dismissal decision to the Second Circuit Court of Appeals on 5 October 2020, which they were entitled to do as of right under U.S. law. The Kingstown Plaintiffs' appeal is limited to identifying certain purported errors that the District Court made in reaching its decision and cannot introduce new facts or arguments that were not raised before the District Court during the motion to dismiss briefing.

The hearing on the appeal took place on 10 December 2021. On 1 September 2022, the Court of Appeals issued a summary order affirming the judgement of the SDNY Court. The Court of Appeals considered the Claimants' arguments and found them without merit. The RICO case is thus over and the Court of Appeals confirmed CPIPG Defendants' position.

On 3 June 2020, Kingstown filed yet another complaint against CPIPG and Mr. Radovan Vitek in New York. This time, Kingstown filed in New York State court, alleging that they were somehow defamed through April 2019 press releases and other statements in relation to Kingstown's first- filed U.S. lawsuit, which is currently pending in the SDNY Court.

On 18 September 2020 CPIPG moved to dismiss the complaint, arguing that they were not subject to personal jurisdiction in New York, and that the alleged defamatory statements were not actionable under New York law. On 6 April 2021, the defamation claim filed in June 2020 by Kingstown was dismissed in its entirety. Kingstown appealed the dismissal, but on 5 May 2022 the Supreme Court of the State of New York, Appellate Division, affirmed the decision of the lower court, dismissing Kingstown's defamation case. The court stated that "plaintiffs failed to establish personal jurisdiction over defendants and failed to demonstrate an articulable nexus between defendants' New York activities and the cause of action for defamation."

Both cases in the United States are over and closed. The Group did not account for any provision in respect of the Kingstown disputes.

Disputes related to warrants issued by CPI FIM SA

The Company's subsidiary CPI FIM SA 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 CPI FIM for approximately EUR 1.2 million in relation to the Change of Control Notice published by CPI FIM SA, 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 CPI FIM SA for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. CPI FIM SA 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.

Vitericon

On 15 March 2019, the Company received a summons from the Berlin Court. The Company was sued by an insolvency administrator of the Company's former subsidiary Vitericon. The insolvency administrator was claiming invalidity of an intragroup debt settlement from 2013 and demanded a payment of EUR 10.4 million from the Company. The first instance court fully rejected the claim of the insolvency administrator, but in February 2023 the second instance court decided in his favor. Accordingly, the Company paid the full amount, including interest, totaling approximately to EUR 17 million. The case is closed now.

Next RE (formerly Nova RE)

On 30 October 2020, Sorgente Group Italia S.r.l. ("SGI") notified to Next RE a writ of summons (the "Proceeding"), whereby SGI challenged and asked the Court of Rome to declare, among others, the invalidity of the resolution approving the capital increase, adopted by Next RE's board of directors on 29 October 2020 (the "Capital Increase Resolution") for alleged infringement of certain rules regulating the share capital. In light of the impossibility to obtain the declaration of invalidity of the Capital Increase Resolution, it is likely that SGI might "convert" its original claims of invalidity of the Capital Increase Resolution into a claim for damages against Nova Re. At the first hearing held on 9 March 2021 the judge granted the parties terms for the filing defense briefs and the Proceeding has been postponed to the hearing of 12 October 2021 to assess the admissibility and relevance of the requests formulated by the parties with the defensive briefs. The judge postponed the previously scheduled September 2022 hearing until January 2024. Upon order of the Court of Rome dated 23 September 2023, the hearing for the specification of the conclusions has been (further) postponed from 9 January 2024 to 13 January 2025. On 13 January 2025 a written hearing was held, with preliminary filing of the parties' briefs. The Court has not yet issued the order by which it sets the legal deadlines for the filing of final defense briefs.

CPI Tor di Valle and the Municipality of Rome

On 8 July 2021, CPI TOR DI VALLE S.p.A., an indirectly held and fully consolidated subsidiary of the Company ("CPI Tor di Valle"), purchased an urban area (the "Area") from Eurnova S.p.A. (Eurnova) to be developed as the new stadium of the Italian football club, AS Roma in Rome, Italy as well as a business park, in accordance with the Council of the Municipality of Rome town planning public procedures. Following the statement of AS Roma that it was no longer interested in the stadium on the Area, on 21 July 2021, the Council of the Municipality of Rome revoked the status of public interest to the stadium project on the Area (the "Revocation Resolution") and terminated the town planning public procedure and therefore prevented the development project from progressing.

On 8 July 2021, CPI TOR DI VALLE S.p.A., an indirectly held and fully consolidated subsidiary of the Company ("CPI Tor di Valle"), purchased an urban area (the "Area") from Eurnova S.p.A. (Eurnova) to be developed as the new stadium of the Italian football club, AS Roma in Rome, Italy as well as a business park, in accordance with the Council of the Municipality of Rome town planning public procedures. Following the statement of AS Roma that it was no longer interested in the stadium on the Area, on 21 July 2021, the Council of the Municipality of Rome revoked the status of public interest to the stadium project on the Area (the "Revocation Resolution") and terminated the town planning public procedure and therefore prevented the development project from progressing.

On 27 October 2021, CPI Tor di Valle filed a claim against the Municipality of Rome before the competent administrative court. In such claim, CPI Tor di Valle asked the court to: (i) declare the annulment of the Revocation Resolution; and (ii) determine the right of CPI Tor di Valle to be compensated for damages in connection with the Revocation Resolution (in terms of emerging damages and loss of profit in a range between EUR 235 million and EUR 260 million). According to CPI Tor di Valle's external legal advisors, CPI Tor di Valle's claim is founded since the Revocation Resolution breached the legitimate expectations of CPI Tor di Valle. On 20 December 2021, the Municipality of Rome challenged the claim filed by CPI Tor di Valle and in addition filed a counterclaim for damages against Eurnova, AS Roma and CPI Tor di Valle, jointly and severally, or, subordinately on a pro rata basis, and claimed that the amount of damages suffered by it were EUR 311 million (such damages claims included damage to image, damage for waste of administrative activity and damages arising from failure of carrying out public works connected with the development project).

On 15 May 2024, the administrative court rejected the appeals by Eurnova and CPI Tor di Valle, which sought the annulment of the decision by the Municipality of Rome to revoke the status of public interest to the AS Roma stadium project. The court found the appeals inadmissible or groundless due to changes in the legal and factual scenarios, following AS Roma statement that it was no longer interested in the stadium. The court also rejected the Municipality of Rome's counterclaim for damages, citing the lack of administrative jurisdiction, and stated that any claim should be pursued in an ordinary court. As of the date of this report, we are not aware of any filing by the Municipality. The Group may also pursue a compensation claim for damages suffered in relation to the investment against the Municipality of Rome, AS Roma, and potentially the seller. On 13 December 2024, the Municipality filed an appeal with the Council of State. On 11 February 2025, CPI Tor di Valle filed defense claim and cross-appeal. The Court decision expected by year-end.

Cyprus Litigation

In January 2023 CPIPG received information about the filing of a lawsuit before the District Court of Nicosia, Republic of Cyprus, by Mr. Marek Čmejla, Mr. Jiří Diviš and entities controlled by them (Investhold Limited and Verali Limited). The claim includes a temporary injunction which purports to prevent CPIPG from disposing assets which would have the effect of CPIPG's assets falling below the value of EUR 535 million, which is the alleged value of the claim. According to the decision of the District Court issued in July 2024, the injunction will remain in force until the final adjudication of the claim. CPIPG has appealed against the decision and is confident that the injunction will be cancelled on appeal.

CPIPG understands that the lawsuit simply recycles old allegations and claims pursued in previous lawsuits, which have been consistently and categorically denied. The alleged claim puts forward figures without any factual basis. Furthermore, CPIPG does not believe that Cyprus Courts have jurisdiction on this claim or that Cyprus is an appropriate forum and, along with other defendants, is challenging the jurisdiction of the Cyprus Courts. CPIPG is taking all appropriate action to defend our company and our stakeholders.

Investhold Limited and Verali Limited are offshore vehicles of Mr. Čmejla, a Czech citizen, and Mr. Diviš, a Swiss citizen of Czech origin. In connection with the privatization of Mostecká uhelná (a Czech coal mining company) Mr. Čmejla and Mr. Diviš were convicted of fraud and money laundering in Switzerland. In 2019, the above offshore vehicles and their principals, together with Kingstown, filed a lawsuit against CPIPG and Mr. Radovan Vitek and other parties (alleging violations of the RICO act) in the United States described earlier.

With the United States RICO case dismissed both at first instance and on appeal, it appears that the claimants are pursuing yet another vexatious and unjustified claim without merit whatsoever.

New case in relation to former Alitalia Business Centre in Italy

Lamaro Appalti S.p.A. has initiated legal proceedings against CPIPG for an alleged breach of contract. The dispute arises from the framework agreement entered into between CPIPG and Lamaro in 2021 ("FA"), which provides, inter alia, for certain agreements related to an urban redevelopment project of the former Alitalia Business Center located in Rome. Under the FA, Lamaro agreed to transfer 100% of its shares in Millennium S.r.l. to CPIPG, along with certain obligations to assign the construction works under the transformation plan to Lamaro.

Lamaro claims that CPIPG's failure to assign the construction works constitutes a breach of contractual obligations. In total, Lamaro is seeking about 21.5 million in damages, plus interest, legal costs, and monetary revaluation.

The first hearing is scheduled on December 31, 2025, and CPI must file its statement of defense no later than October 21, 2025. CPIPG has already challenged these claims in the past and intends to oppose them, as they are clearly groundless.

SIMMO squeeze-out

The SIMMO non-controlling interests affected by the squeeze-out are entitled to a court review of the cash settlement of EUR 22.05 per share. Forty-five applications for review covering 310,214 shares were filed with the Commercial Court in Vienna. The Commercial Court in Vienna will now initiate the necessary steps to evaluate the amount of the cash settlement. After the evaluation process is completed, the Commercial Court in Vienna can confirm the original amount or make an adjustment of the cash settlement.

9 Capital commitments

The Group has capital commitments in the total amount of EUR 363.8 million in respect of capital expenditures contracted as at 31 December 2024 (EUR 366.4 million as at 31 December 2023).

10 Related party transactions

The Group has a related party relationship with its members of the Board of Directors (current and former) and executive management (key management personnel), shareholder and companies in which these parties held controlling or significant influence or are joint ventures.

In 2024 and 2023, the remuneration of the key management personnel and members of Board of Directors was EUR 5.1 million and EUR 4.1 million, respectively.

Balances and transactions with the key management personnel and members of Board of Directors and the Group:

31 December 2024 31 December 2023
Loans provided 1.5 0.1
Trade receivables 3.2 0.1
Other receivables 7.9
Trade payables 0.1
Perpetual notes 0.2
Transactions
Other revenues 0.1
Other costs (2.4) (2.2)

Balances and transactions with the majority shareholder of the Group:

31 December 2024 31 December 2023
Trade receivables 4.9 2.4
Other receivables 0.1 0.1
Trade payables 0.1
Transactions
Other revenues 4.8
Other costs (0.2) (0.1)

Balances and transactions with other related parties:

Entities over which the majority shareholder has control 31 December 2024 31 December 2023
Loans provided 156.7 152.8
Other receivables 0.1
Other payables 0.6
Transactions
Other revenues 0.1 0.1
Interest income 17.9 18.6
Close family members/entities controlled by close family members of the majority
shareholder
31 December 2024 31 December 2023
Other payables 0.8 0.8
Entities controlled by members of Board of Directors 31 December 2024 31 December 2023
Loans provided 1.4 0.7
Other receivables 1.5 1.4
Loans received 0.2 0.2
Trade payables 0.2
Transactions
Other revenues 0.3 0.3
Interest income 0.1
Joint ventures 31 December 2024 31 December 2023
Loans provided 138.7 16.1
Transactions
Interest income 1.4 1.7

Transactions with related parties

As at 31 December 2024 and 2023, the outstanding balance of a loan provided by the Group to Senales Invest Sàrl (Luxembourg based entity), a company closely related to the majority shareholder, which outstanding balance of loans provided amounts to EUR 156.6 million and EUR 143.2 million. The loan bears a fixed interest at a rate of 7% p.a and is repayable in 2027.

As at 31 December 2024, the Group provided loan to CZ Hotel Properties JV of EUR 113.0 million.

The related party transactions are priced on arm's length basis.

11 Events after the reporting period

In January 2025 was adopted the renaming of IMMOFINANZ AG to CPI Europe AG at the extraordinary general meeting. Officially it took effect on 11th March 2025 with the entry in the Company Register.

On 24 January 2025, the Company entered into EUR 400 million revolving credit facility with Banco Santander, Raiffeisen Bank, Barclays Bank, Goldman Sachs, Komerční banka and Erste Group Bank with floating interest rate linked to EURIBOR. The Company has right to extend this agreement to 2030.

Two properties in Austria belonging to the S IMMO segment were sold during January 2025: Lerchenfelder Gürtel with a carrying amount of EUR 9.7 million as of 31 December 2024 and Franz-Jonas-Platz with a carrying amount of EUR 28.4 million as of 31 December 2024. Two other closings from the S IMMO segment also took place at the beginning of 2025: the sale of REGA Property Invest s. r. o. in the Czech Republic on 8 January and the sale of the Maros Business Center in Hungary on 16 January. The carrying values of the involved properties totalled EUR 31.3 million, respectively EUR 12.8 million as of 31 December 2024. Twentythree properties from the S IMMO portfolio in Germany with a combined carrying amount of EUR 58.6 million were sold during the period from January to March 2025.

An agreement over the sale of a real estate portfolio in Bratislava to WOOD & Company was reached in February 2025. This office and retail complex consists of two myhive office buildings, one VIVO! Shopping center, and a 3,200 sqm land site which had a combined carrying value of EUR 140 million as of 31 December 2024. The sale will take the form of a share deal in two tranches up to the end of 2026. Tranche 1 calls for the founding of a joint venture, while Tranche 2 covers the full sale of the portfolio. The conclusion of Tranche 1 is expected to take placed in the first half of 2025, contingent upon standard contract conditions including regulatory approvals.

In March 2025, CPI Europe closed the sale of two sub-sections of the myhive Pankrac House office property in Prague. The carrying amount of the building equalled EUR 44.5 million as of 31 December 2024. The sale was carried out in the form of a share deal.

The Group closed sale of Suncani Hvar amounting to EUR 222 million and sale of St Mark´s Court amounting to EUR 21.7 million.

Appendix I – List of group entities

Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
"Diana Development" Sp. Z o.o. Poland 100.00% 100.00%
"Equator Real" sp. z o.o. Poland 51.00% 100.00%
"Wienerberg City" Errichtungsges.m.b.H. Austria 100.00% 75.87%
1 BISHOPS AVENUE LIMITED United Kingdom 100.00% 100.00%
7 St James's Square Limited United Kingdom 100.00% 100.00%
A.D.I. Immobilien Beteiligungs GmbH Austria 100.00% 75.87%
AAX Immobilienholding GmbH Austria 100.00% 75.00%
Adama Adviso SRL Romania 100.00% 75.00%
Adama Holding Public Ltd Cyprus 100.00% 75.00%
Adama Management SRL Romania 100.00% 75.00%
Adama Romania Ltd. Cyprus 100.00% 75.00%
ADELAIDE TAVERN LIMITED United Kingdom 100.00% 100.00%
AEDIFICIO Liegenschaftsvermietungs- und Beteiligungsgesellschaft
m.b.H.
Austria 100.00% 75.00%
Agrome s.r.o. Czech Republic 100.00% 100.00%
AKIM Beteiligungen GmbH Austria 100.00% 75.78%
Alpha real d.o.o. Slovenia 100.00% 75.00%
Andrássy Hotel Zrt. Hungary 100.00% 100.00%
Andrássy Real Kft. Hungary 100.00% 75.87%
Angusland s.r.o. Czech Republic 100.00% 100.00%
Apulia Investments 1 S.r.l. Italy 100.00% 100.00%
Apulia Investments 2 S.r.l. Italy 100.00% 100.00%
Apulia Investments 3 S.r.l. Italy 100.00% 100.00%
Apulia Investments 4 S.r.l. Italy 100.00% 100.00%
Arena Corner Kft. Hungary 100.00% 75.87%
Armo Verwaltungsgesellschaft mbH Germany 94.66% 94.66%
ARMONIA CENTER ARAD S.R.L. Romania 100.00% 75.00%
ARO Immobilien GmbH Austria 100.00% 75.00%
Atom Centrum, s.r.o. Czech Republic 100.00% 75.00%
Atrium Complex Sp. z o.o. Poland 51.00% 100.00%
Atrium Park Kft. Hungary 100.00% 75.87%
Balvinder, a.s. Czech Republic 100.00% 100.00%
Bank-garázs Kft. Hungary 100.00% 75.87%
Baron Development SRL Romania 100.00% 75.00%
BARON PUGLIA S.a.r.l. Italy 100.00% 100.00%
Baudry Beta, a.s. Czech Republic 100.00% 100.00%
Bauteil M Errichtungsges.m.b.H. Austria 100.00% 75.00%
Bauteile A + B Errichtungsges.m.b.H. Austria 100.00% 75.87%
Bauteile C + D Errichtungsges.m.b.H. Austria 100.00% 75.87%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
BAYTON Alfa, a.s. Czech Republic 100.00% 100.00%
BAYTON Gama, a.s. Czech Republic 91.17% 91.17%
BC 99 Office Park Kft. Hungary 100.00% 75.87%
BD Malostranská, a.s. Czech Republic 100.00% 97.31%
Berceni Estate Srl Romania 100.00% 75.00%
Bertie Investments Sp. z o.o. Poland 100.00% 75.00%
Best Properties South, a.s. Czech Republic -- 100.00%
Biochov, s.r.o. Czech Republic 100.00% 100.00%
Biopark, s.r.o. Czech Republic 100.00% 100.00%
Biopotraviny, s.r.o. Czech Republic 100.00% 100.00%
Bloczek Ltd Cyprus 100.00% 75.00%
BPT Development, a.s. Czech Republic 100.00% 100.00%
BRNO INN, a.s. Czech Republic 100.00% 100.00%
Brno Property Development, a.s. Czech Republic 91.17% 91.17%
Brno Property Invest XV., a.s. Czech Republic 97.31% 97.31%
Brno Property Invest I., s.r.o. Czech Republic 100.00%
Brno Property Invest II., s.r.o. Czech Republic 100.00%
Březiněves, a.s. Czech Republic 100.00% 100.00%
Bubny Development, s.r.o. Czech Republic 99.26% 99.26%
BUDA Kft. Hungary 100.00% 75.87%
BudaPart Auratus Kft. Hungary 100.00% 75.87%
Business Park Beteiligungs GmbH Austria 100.00% 75.00%
Business Park West–Sofia EAD Bulgaria 100.00% 75.00%
BWGH Offices sp. z o.o. Poland 100.00% 100.00%
BWK Offices sp. z o.o. Poland 100.00% 100.00%
BWV Offices sp. z o.o. Poland 100.00% 100.00%
Byty Lehovec, s.r.o. Czech Republic 100.00% 100.00%
Byty Podkova, a.s. Czech Republic 97.31% 97.31%
C.E.CO.S. COMPLETAMENTO EDILIZIO CORSO SICILIA – SOCIETA'
PER AZIONI Italy 100.00%
CAMPONA Shopping Center Kft. Hungary 100.00% 100.00%
Camposota, s.r.o. Czech Republic 100.00%
Camuzzi, a.s. Czech Republic 97.31% 97.31%
Capital Dev S.p.A. Italy 100.00% 100.00%
Capri Trade s.r.l. Romania 100.00% 75.00%
Carpenter Invest, a.s. Czech Republic 100.00% 100.00%
Castor Investments sp. z o.o. Poland 97.31% 97.31%
Castor Investments Sp. z o.o. S.K.A. Poland 97.31% 97.31%
CD Property, s.r.o. Czech Republic 100.00% 75.87%
CEE Beteiligungen GmbH Austria 100.00% 75.87%
CEE CZ Immobilien GmbH Austria 100.00% 75.87%
CEE Immobilien GmbH Austria 75.87%
CEE Property–Invest Hungary 2003 Kft. Hungary 89.90% 68.20%
CEE PROPERTY-INVEST Immobilien GmbH Austria 100.00% 75.87%
CEE Property-Invest Kft. Hungary 100.00% 75.87%
CENTER INVEST Kft. Hungary 100.00% 75.00%
CENTRAL TOWER 81 Sp. z o.o. Poland 51.00% 100.00%
Chuchle Arena Praha, s.r.o. Czech Republic 100.00% 80.00%
City Center Irodaház Kft. Hungary 100.00% 75.87%
City Gardens Sp. z o.o. Poland 51.00% 100.00%
City Market Dunakeszi Kft. (Buy–Way Dunakeszi Kft.) Hungary 100.00% 75.00%
City Market Soroksár Kft. (Buy–Way Soroksár Kft.) Hungary 100.00% 75.00%
City Tower Vienna Errichtungs– und Vermietungs–GmbH Austria 100.00% 75.00%
CM Hôtels SA Switzerland 100.00% 100.00%
CMA Immobilier SA Switzerland 99.70% 99.70%
CODIAZELLA LTD Cyprus 100.00% 100.00%
Conradian, a.s. Czech Republic 100.00% 100.00%
Constantia Treuhand und Vermögensverwaltungs GmbH Austria 100.00% 75.00%
Contips Limited Cyprus 100.00% 75.00%
Cora GS s.r.l. Romania 100.00% 75.00%
CPB Enterprise GmbH Austria 100.00% 75.00%
CPI – Bor, a.s. Czech Republic 100.00% 100.00%
CPI – Horoměřice, a.s. Czech Republic 91.17% 91.17%
CPI – Krásné Březno, a.s. Czech Republic 97.31% 97.31%
CPI – Land Development, a.s. Czech Republic 97.31% 97.31%
CPI – Orlová, a.s. Czech Republic 91.17% 91.17%
CPI – Real Estate, a.s. Czech Republic -- 100.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
CPI – Zbraslav, a.s. Czech Republic 100.00% 100.00%
CPI ACAYA S.r.l. Italy 97.31% 97.31%
CPI Alberghi HI Roma S.r.l. Italy 100.00% 100.00%
CPI Amber, a.s. Czech Republic 100.00%
CPI Beet, a.s. Czech Republic 100.00% 100.00%
CPI Black, s.r.o. Czech Republic 100.00% 100.00%
CPI Bologna S.p.A. Italy 100.00% 100.00%
CPI BYTY, a.s. Czech Republic 100.00% 100.00%
CPI Scarlet, a.s. Czech Republic 100.00%
CPI CYPRUS LIMITED Cyprus 100.00% 100.00%
CPI Development Services, s.r.o. (Brno Development Services, s.r.o.) Czech Republic 100.00% 100.00%
CPI East, s.r.o. Czech Republic 100.00% 75.00%
CPI Energo, a.s. Czech Republic 100.00% 100.00%
CPI Energo Slovakia, s.r.o. Slovak Republic 100.00%
CPI Facility Management Kft. Hungary 100.00% 100.00%
CPI Facility Slovakia, a.s. Slovakia 100.00% 100.00%
CPI FIM GOLD, a.s. Czech Republic 97.31% 97.31%
CPI FIM S.A. Luxembourg 97.31% 97.31%
CPI FIM WHITE, a.s. Czech Republic 97.31% 97.31%
CPI FINANCE (BVI) LIMITED British Virgin Islands 100.00% 100.00%
CPI Finance CEE, a.s. Czech Republic 100.00% 100.00%
CPI Flats, a.s. Czech Republic 100.00% 100.00%
CPI France, aSASU France 100.00% 100.00%
CPI Green, a.s. Czech Republic 100.00% 100.00%
CPI Group Services, a.s. Czech Republic 100.00% 100.00%
CPI Group, a.s. Czech Republic 100.00% 100.00%
CPI HIBISCUS, S.R.L. Italy 100.00% 100.00%
CPI Hotels Catering, s.r.o. Czech Republic -- 100.00%
CPI Hotels Europeum Kft. Hungary -- 100.00%
CPI Hotels Hungary Kft. Hungary -- 100.00%
CPI Hotels Italy S.r.l. Italy 100.00% 100.00%
CPI HOTELS POLAND Sp. z o.o. Poland -- 100.00%
CPI Hotels Properties, a.s. Czech Republic -- 100.00%
CPI Hotels Slovakia, s.r.o. Slovakia -- 100.00%
CPI Hotels, a.s. Czech Republic -- 100.00%
CPI Hungary Investments Kft. Hungary 100.00% 100.00%
CPI Hungary Kft. Hungary 100.00% 100.00%
CPI IMMO, S.a.r.l. France 100.00% 100.00%
CPI Italy 130 SPV S.r.l. Italy 97.31% 97.31%
CPI Italy S.r.l. Italy 100.00% 100.00%
CPI Kappa, s.r.o. Czech Republic 100.00% 100.00%
CPI Lambrate S.r.l. Italy 100.00% 100.00%
CPI Maize, a.s. Czech Republic 100.00%
CPI Magenta, s.r.o. Czech Republic 100.00%
CPI Management, s.r.o. Czech Republic 100.00% 100.00%
CPI Medici S.r.l. Italy 100.00% 100.00%
CPI Národní, s.r.o. Czech Republic 100.00% 100.00%
CPI Next Level Ventures GmbH Germany 100.00% 100.00%
CPI North, s.r.o. Czech Republic 100.00% 100.00%
CPI Office Business Center, s.r.o. Czech Republic 100.00% 75.87%
CPI Office Prague, s.r.o. Czech Republic 100.00% 75.87%
CPI Park Chabařovice, s.r.o. Czech Republic 97.31% 97.31%
CPI Park Jablonné v Podještědí, s.r.o. Czech Republic 100.00% 100.00%
CPI Park Plzeň, s.r.o. Czech Republic 97.31% 97.31%
CPI Park Žďárek, a.s. Czech Republic 97.25% 97.25%
CPI Parking S.r.l. Italy 100.00% 100.00%
CPI PG Management, S.á r.l Luxembourg 100.00% 100.00%
CPIPG Retails Holding Luxembourg 100.00%
CPI Pigna S.r.l. Italy 97.31% 97.31%
CPI Podhorský Park, s.r.o. Czech Republic 97.31% 97.31%
CPI Poland Property Management sp. z o.o. Poland 100.00% 100.00%
CPI Poland Sp. Z o.o. Poland 100.00% 100.00%
CPI Project Invest and Finance, a.s. Czech Republic 51.00%
CPI Property, s.r.o. (Direopona, s.r.o.) Czech Republic 100.00% 100.00%
CPI Property Development Sp. z o.o. Poland 100.00% 100.00%
CPI Reality, a.s. Czech Republic 100.00% 100.00%
CPI Retail One Kft. Hungary 100.00% 100.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
CPI Retail Portfolio Holding Kft. Hungary 100.00% 100.00%
CPI Retail Portfolio I, a.s. Czech Republic 100.00% 75.00%
CPI Retail Portfolio II, a.s. Czech Republic 100.00% 75.00%
CPI Retail Portfolio IV, s.r.o. Czech Republic 100.00% 75.00%
CPI Retail Portfolio VIII, s.r.o. Czech Republic 100.00% 75.00%
CPI Retails ONE, a.s. Czech Republic 100.00% 75.00%
CPI Retails ROSA s.r.o. Slovakia 100.00% 75.00%
CPI Retails THREE, a.s. Slovakia 100.00% 75.00%
CPI Retails TWO, a.s. Czech Republic 100.00% 75.00%
CPI REV Italy II S.r.l. Italy 97.31% 97.31%
CPI Romania S.R.L. Romania 100.00% 100.00%
CPI Sekunda, s.r.o. Czech Republic 100.00% 100.00%
CPI Septima, s.r.o. Czech Republic 100.00% 100.00%
CPI Services CRO d.o.o. Croatia 100.00% 100.00%
CPI Services d.o.o. Beograd Serbia 100.00% 100.00%
CPI Services, a.s. Czech Republic 100.00% 100.00%
CPI Services Austria GmbH Austria 100.00%
CPI Shopping MB, a.s. Czech Republic 100.00% 75.87%
CPI Shopping Teplice, a.s. Czech Republic 100.00% 100.00%
CPI Sicilia S.r.l. Italy 100.00% 100.00%
CPI Silver, a.s. Czech Republic 100.00% 100.00%
CPI Smart Power, a.s. Czech Republic 100.00% 100.00%
CPI Smart Power Slovakia, s.r.o. Czech Republic 100.00%
CPI Solar TWO, a.s. Czech Republic 100.00% 100.00%
CPI Solar ONE, a.s. Czech Republic 100.00% 100.00%
CPI Solar THREE, a.s. Czech Republic 100.00%
CPI Solar FOUR, a.s. Czech Republic 100.00%
CPI Solar Slovakia ONE, s.r.o. Czech Republic 100.00%
CPI South, s.r.o. Czech Republic 97.58% 97.58%
CPI Tercie, s.r.o. Czech Republic 100.00% 100.00%
CPI Théta, a.s. Czech Republic 100.00% 100.00%
CPI Tor di Valle S.r.l. Italy 100.00% 100.00%
CPI TORRENOVA S.P.A. Italy 100.00% 100.00%
CPI Žabotova, a.s. Slovakia 100.00% 100.00%
Credo Immobilien Development GmbH Austria 100.00% 75.00%
CREDO Real Estate GmbH Austria 100.00% 75.00%
CT Development Sp. z o.o. Poland 100.00% 100.00%
Czech Property Investments, a.s. Czech Republic 100.00% 100.00%
Čadca Property Development, s.r.o. Slovakia 100.00% 75.00%
Českolipská farma, s.r.o. Czech Republic 100.00% 100.00%
Českolipská zemědělská, a.s. Czech Republic 100.00% 100.00%
Dapply Trading Ltd. Cyprus 100.00% 75.00%
Darilia, a.s. Czech Republic 99.26% 99.26%
DeA Generation Fund S.c.r.l. Italy 100.00% 100.00%
Děčínská zemědělská, a.s. Czech Republic 100.00% 100.00%
Development Doupovská, s.r.o. Czech Republic 72.98% 72.98%
Diana Property Sp. z o.o. Poland 97.31% 97.31%
DUAL CONSTRUCT INVEST SRL Romania 100.00% 75.87%
DUCA PUGLIA S.R.L. Italy 100.00% 100.00%
Duna Szálloda Zrt. Hungary 100.00% 75.87%
DUS Plaza GmbH Germany 75.00%
E.I.A. einSIMMObilieninvestitionsgesellschaft m.b.H. Austria 100.00% 75.87%
E.V.I. Immobilienbeteiligungs GmbH Austria 89.90% 68,21%
Ea Einhundertvierundneunzigste WT Holding GmbH Austria 100.00%
Eastella Beteiligungsverwaltungs GmbH Austria 100.00%
Eclair Blue, s.r.o. Czech Republic 100.00% 100.00%
EHL Gewerbeimmobilien GmbH Austria 100.00%
EHL Immobilien Bewertung GmbH Austria 100.00%
EHL Immobilien GmbH Austria 100.00%
EHL Investment Consulting GmbH Austria 100.00%
EHL Wohnen GmbH Austria 100.00%
Ekofarma Postřelná, s.r.o. Czech Republic 100.00% 100.00%
Ekofarma Šenov, s.r.o. Czech Republic 100.00% 100.00%
Elmore Investments Sp. z o.o. Poland 100.00% 75.00%
Elona Projekt d.o.o. Croatia 100.00% 75.00%
ELTIMA PROPERTY COMPANY s. r. o. Czech Republic 75.87%
EMH South, s.r.o. Czech Republic 100.00% 100.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
Endurance Hospitality Asset S.á r.l. Luxembourg 100.00%
Endurance Hospitality Finance S.á r.l. Luxembourg 100.00%
Equator II Development sp. z o.o. Poland 51.00% 100.00%
Equator IV Offices sp. z o.o. Poland 51.00% 97.31%
Erlend Investments Sp. z o.o. Poland 100.00% 75.00%
ES Bucharest Development S.R.L. Romania 100.00% 100.00%
ES Bucharest Properties S.R.L. Romania 100.00% 100.00%
ES Hospitality S.R.L. Romania 100.00% 100.00%
Essence Garden Kft. Hungary 100.00% 75.87%
Estate Grand, s.r.o. Czech Republic 97.31% 97.31%
Equator II Development sp. z o.o. Poland 51.00%
Equator IV Offices sp. z o.o. Poland 51.00%
EUREDESIMMObilien GmbH Austria 100.00% 75.00%
Eurocentrum Offices Sp. z o.o. Poland 51.00% 97.31%
Eurocraft Cantieri Navali S.r.l. Italy 49.00% 49.00%
Europeum Kft. Hungary 100.00% 100.00%
EXPO BUSINESS PARK S.R.L. Romania 100.00% 75.87%
Eye Shop Targu Jiu s.r.l. Romania 100.00% 75.00%
Farhan, a.s. Czech Republic 100.00% 100.00%
Farma Blíževedly, s.r.o. Czech Republic 100.00% 100.00%
Farma Dělouš, s.r.o. Czech Republic 100.00% 100.00%
Farma Javorská, a.s. Czech Republic 100.00% 100.00%
Farma Krásný Les, a.s. Czech Republic 100.00% 100.00%
Farma Liščí, s.r.o. Czech Republic 100.00% 100.00%
Farma Ploučnice, a.s. Czech Republic 100.00% 100.00%
Farma Poustevna, s.r.o. Czech Republic 100.00% 100.00%
Farma Radeč, a.s. Czech Republic 100.00% 100.00%
Farma Svitavka, s.r.o. Czech Republic 100.00% 100.00%
Farma Valteřice, a.s. Czech Republic 100.00% 100.00%
Farma zelená sedma, s.r.o. Czech Republic 100.00% 100.00%
Farmy Frýdlant, a.s. Czech Republic 100.00% 100.00%
Fawna Limited Cyprus 100.00% 75.00%
Felicia Shopping Center Srl Romania 100.00% 100.00%
Fenekina, a.s. Czech Republic 100.00% 100.00%
FL Property Development, a.s. Czech Republic 91.17% 91.17%
FMZ Baia Mare Imobiliara s.r.l. Romania 100.00% 75.00%
FMZ Lublin Sp. z o.o. Poland 100.00% 75.00%
Freccia Alata 2 S.r.l. Italy 100.00% 100.00%
Futurum HK Shopping, s.r.o. Czech Republic 100.00% 75.87%
FVE Dělouš, s.r.o. Czech Republic 100.00% 100.00%
FVE roofs & grounds, s.r.o Czech Republic 100.00% 100.00%
FVE Radkyně, s.r.o. Czech Republic 100.00%
GADWALL, Sp. z o.o. Poland 51.00% 100.00%
GAL Development SRL Romania 100.00% 75.00%
Galeria Zamek Sp. z o.o.bil Poland 100.00% 75.00%
Galopota, a.s. Czech Republic 80.00% 80.00%
GALVÁNIHO 2, s. r. o. Slovakia 100.00% 75.87%
GALVÁNIHO 4, s. r. o. Slovakia 100.00% 75.87%
Galvániho Business Centrum, s. r. o. Slovakia 100.00% 75.87%
GATEWAY Office Park Kft. Hungary 100.00% 75.87%
GCA Property Development sp. z o.o. Poland 51.00% 100.00%
Gebauer Höfe Liegenschaften GmbH Germany 94.74% 94.74%
Geiselbergstraße 30-32 Immobilienbewirtschaftungsgesellschaft m.b. Austria 75.00%
GENA NEUN Beteiligungsverwaltung GmbH Austria 100.00% 75.00%
Gena Vier Immobilienholding GmbH Austria 100.00% 75.00%
GENA ZEHN Immobilienholding GmbH Austria 100.00% 75.00%
Gendana Ventures Ltd. Cyprus 100.00% 75.00%
German Property Invest Immobilien GmbH Austria 89.90% 68.21%
Gila Investment SRL Romania 100.00% 75.00%
Global Trust s.r.l. Romania 100.00% 75.00%
GORDON INVEST Kft. Hungary 100.00% 75.00%
Grand Centar d.o.o. Croatia 75.00%
GSG 1. Beteiligungs GmbH Germany 99.75% 99.75%
GSG ARMO Holding GmbH Germany 99.75% 99.75%
GSG Asset GmbH & Co. Verwaltungs KG Germany 99.75% 99.75%
GSG Asset Management GmbH Germany 99.75% 99.75%
GSG BER Waßmannsdorf Eins GmbH Germany 89.90% 89.90%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
GSG BER Waßmannsdorf Zwei GmbH Germany 89.90% 89.90%
GSG Berlin GmbH (Gewerbesiedlungs-Gesellschaft GmbH) Germany 99.75% 99.75%
GSG Berlin Invest GmbH Germany 94.66% 94.66%
GSG Energiemanagement GmbH Germany 100.00% 100.00%
GSG Europa Beteiligungs GmbH Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 1. GmbH & Co. KG Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 2. GmbH & Co. KG Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 3. GmbH & Co. KG Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 4. GmbH & Co. KG Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 5. GmbH & Co. KG Germany 99.75% 99.75%
GSG Gewerbehöfe Berlin 6. GmbH & Co. KG Germany 99.75% 99.75%
GSG Mobilien GmbH Germany 99.75% 99.75%
GSG Holding 2 GmbH Germany 100.00%
GSG Solar Berlin GmbH Germany 99.75% 99.75%
GSG Wupperstraße GmbH Germany 99.75% 99.75%
H.S.E. Immobilienbeteiligungs GmbH Austria 100.00% 75.87%
Hadas Management SRL Romania 100.00% 75.00%
Harborside Imobiliara s.r.l. Romania 100.00% 75.00%
HD Investment, s.r.o. Czech Republic 100.00% 100.00%
HDC IMOB Investitii SRL Romania 100.00% 75.00%
Hightech Park Kft. Hungary 100.00% 100.00%
Hofnetz und IT Services GmbH Germany 99.75%
Hornopolická ekologická, s.r.o. Czech Republic 100.00% 100.00%
Hospitality Invest Sàrl Luxembourg 100.00% 100.00%
Hotel DUNA Beteiligungs Gesellschaft m.b.H. Austria 100.00% 75.87%
Hotel Lucemburská, s.r.o. Czech Republic -- 100.00%
Hotel Pokrovka, org. unit Russia 100.00% 100.00%
HOTEL U PARKU, s.r.o. Czech Republic 91.17% 91.17%
Hraničář, a.s. Czech Republic 100.00% 100.00%
CHB Immobilienholding GmbH Austria 100.00% 75.00%
IE Equuleus NL B.V. Netherlands 100.00% 75.00%
I-E-H Immoeast Holding GmbH Austria 75.00% 75.00%
Immobilia L Liegenschafts Vermietungs GmbH & Co Bischoffgasse
14/Rosasgasse 30 KG
Austria 100.00%
Immobilia L Liegenschafts Vermietungs GmbH & Co Viriotgasse 4 KG Austria 100.00%
Ikaruspark GmbH Germany 89.90% 68,21%
IMBEA Immoeast Beteiligungsverwaltung GmbH Austria 100.00% 75.00%
IMF Float GmbH Germany 100.00% 75.00%
IMMOEAST Acquisition & Management GmbH Austria 100.00% 75.00%
IMMOEAST ALLEGRO Beteiligungs GmbH Austria 100.00% 75.00%
Immoeast Baneasa Airport Tower srl Romania 100.00% 75.00%
IMMOEAST Beteiligungs GmbH Austria 100.00% 75.00%
IMMOEAST Despina I B.V. Netherlands 75.00%
IMMOEAST Immobilien GmbH Austria 100.00% 75.00%
IMMOEAST Iride IV Project s.r.l. Romania 100.00% 75.00%
IMMOEAST PRESTO Beteiligungs GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Almansor Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Aries Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt DESPINA Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Equuleus Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Omega Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Pantheus Holding GmbH Austria 100.00% 75.00%
IMMOEAST Projekt Septendecimus Holding GmbH Austria 100.00% 75.00%
IMMOEAST Silesia Holding Ltd. Cyprus 100.00% 75.00%
CPI EUROPE AG (formerly IMMOFINANZ AG) Austria 75.00% 57.66%
CPI EUROPE ArtemiSIMMObilien Vermietung GmbH Austria 100.00% 75.00%
CPI Europe Deutschland GmbH Germany 100.00% 75.00%
CPI EUROPE Enodia Realitäten Vermietungs GmbH Austria 100.00% 75.00%
CPI EUROPE Float GmbH & Co. KG Germany 100.00% 75.00%
CPI EUROPE Float Verwaltungs GmbH Germany 100.00% 75.00%
CPI EUROPE Friesenquartier GmbH Germany 92.70% 69,52%
CPI EUROPE Friesenquartier II GmbH Germany 100.00% 75.00%
CPI Europe Gamma Liegenschafts- und
Mobilienvermietungsgesellschaft m.b.H. Austria 100.00% 75.00%
CPI EUROPE Immobilien Vermietungs-Gesellschaft m.b.H. Austria 100.00% 75.00%
CPI Europe Medienhafen GmbH Germany 100.00% 75.00%
CPI EUROPE MONTAIGNE Liegenschaftsvermietungs GmbH Austria 100.00% 75.00%
CPI Europe Polska Sp. z o.o. Poland 100.00% 75.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
CPI Europe Services and Management d.o.o. Croatia 100.00% 75.00%
CPI EUROPE Services Czech Republic, s.r.o. Czech Republic 100.00% 75.00%
CPI Europe Services d.o.o. Beograd-Novi Beograd Serbia 100.00% 75.00%
CPI EUROPE Services Hungary Kft. Hungary 100.00% 75.00%
CPI Europe Services Poland Sp. z o.o. Poland 100.00% 75.00%
CPI EUROPE Services Romania s.r.l. Romania 100.00% 75.00%
CPI EUROPE Services Slovak Republic, s.r.o. Slovakia 100.00% 75.00%
ImmoPoland Sp. z o.o. Poland 100.00% 75.00%
IMMOWEST Beteiligungs GmbH Austria 100.00% 75.00%
IMMOWEST IMMOBILIEN ANLAGEN GMBH Austria 100.00% 75.00%
Industrial Park Stříbro, s.r.o. Czech Republic 97.31% 97.31%
IPD – International Property Development, s. r. o. Slovakia 51.00% 51.00%
Irascib Holdings Ltd. Cyprus 100.00% 75.00%
IRIDE S.A. Romania 100.00% 75.00%
IS Nyír Kft. Hungary 100.00%
IS Zala Kft. Hungary 100.00%
Isalotta GP GmbH & Co.Verwaltungs KG Germany 94.99% 94.99%
Istituto Immobiliare Di Catania S.P.A. Italy 93.00%
ISTITUTO PER L'EDILIZIA POP. DI SAN BERILLO S.R.L. Italy 92.99%
JAGRA spol., s.r.o. Czech Republic 100.00% 100.00%
Janáčkovo nábřeží 15, s.r.o. Czech Republic 100.00% 100.00%
Janovická farma, a.s. Czech Republic 100.00% 100.00%
JAVO IMOBILIARE S.R.L Romania 100.00% 75.00%
Jetřichovice Property, a.s. Czech Republic 91.17% 91.17%
Jihovýchodní Město, a.s. Czech Republic 97.31% 97.31%
Jizerská farma, s.r.o. Czech Republic 100.00% 100.00%
Kabusto, s.r.o. Czech Republic 100.00%
Kerina, a.s. Czech Republic -- 100.00%
Karpouzisi S.à r.l. Luxembourg 100.00%
KOENIG Shopping, s.r.o. Czech Republic 100.00% 100.00%
Komárno Property Development, a.s. Slovakia 100.00% 75.00%
Kosmonosy Investments, s.r.o. Czech Republic 100.00% 100.00%
Kunratická farma, s.r.o. Czech Republic 100.00% 100.00%
Labská Property, s.r.o. Czech Republic -- 100.00%
Lagerman Properties Limited Cyprus 100.00% 75.00%
Land Properties, a.s. Czech Republic 97.31% 97.31%
Larius International SRL Romania 100.00% 75.00%
LD Praha, a.s. Czech Republic 100.00% 100.00%
Le Regina Warsaw Sp. z o.o. Poland 100.00% 100.00%
LERIEGOS LIMITED Cyprus 100.00% 100.00%
LES MAS DU FIGUIER France 97.31% 97.31%
LES TROIS DILAIS France 99.90% 99.90%
Levice Property Development, a.s. Slovakia 100.00% 75.00%
Limagro, s.r.o. Czech Republic 100.00% 100.00%
Lipovská ekologická, s.r.o. Czech Republic 100.00% 100.00%
Lockhart, a.s. Czech Republic -- 100.00%
Lucemburská 46, a.s. Czech Republic 100.00% 75.87%
Lützow-Center GmbH Germany 62.89%
Mackworth Properties Limited United Kingdom 100.00% 100.00%
Maior Domus Hausverwaltungs GmbH Germany 89.90% 68.21%
Marchesina S.a.r.l. Italy 100.00% 100.00%
Marissa Omikrón, a.s. Czech Republic 100.00% 75.00%
Marissa Tau, a.s. Czech Republic 100.00% 100.00%
Marissa Théta, a.s. Czech Republic 100.00% 100.00%
Marissa West, a.s. Czech Republic 100.00% 100.00%
Marcano, a.s. Czech Republic 100.00% 80.00%
Marki Real Estate Sp. z o.o. Poland 97.31% 97.31%
Markt Carree Halle Immobilien GmbH Germany 89.90% 68.20%
Maros utca Kft. Hungary 100.00% 75.87%
MARRETIM s.r.o. Czech Republic 100.00% 100.00%
Mařenická farma, a.s. Czech Republic 100.00% 100.00%
MBP I Sp. z o.o. Poland 100.00% 75.87%
Megalotonia, s.r.o. Czech Republic 100.00% 100.00%
Merav Development SRL Romania 100.00% 75.00%
Merav Finance BV Netherlands 100.00% 75.00%
Mercuda, a.s. Czech Republic 100.00% 100.00%
Metropol Consult SRL Romania 100.00% 75.87%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
MH Bucharest Properties S.R.L Romania 88.00% 88.00%
Michalovce Property Development, a.s. Slovakia 100.00% 75.00%
Millennium S.r.l. Italy 100.00% 100.00%
Mimoňská farma, s.r.o Czech Republic 100.00% 100.00%
MMR Russia S.à r.l Luxembourg 100.00% 100.00%
Moniuszki Office Sp. z o.o. Poland 100.00% 100.00%
Monorom Construct SRL Romania 100.00% 75.00%
MORIZZ, s.r.o. Czech Republic 100.00%
MQM Czech, a.s. Czech Republic 99.26% 99.26%
MUXUM, a.s. Czech Republic -- 100.00%
myhive offices Hungary Kft. Hungary 100.00% 75.00%
myhive offices SRL Romania 100.00% 75.00%
Na Poříčí, a.s. Czech Republic 100.00% 100.00%
Nagymező Kft. Hungary 100.00% 75.87%
Nergal Immobilienverwertungs GmbH Austria 89.90% 68.21%
Nergal Immobilienverwertungs GmbH E58 & Co KG Austria 89.90% 68.21%
Nergal Immobilienverwertungs GmbH F3 & Co KG Austria 89.90% 68.21%
Nergal Immobilienverwertungs GmbH M3 & Co KG Austria 89.90% 68.21%
Neutorgasse 2–8 Projektverwertungs GmbH Austria 100.00% 75.87%
New Age Kft. Hungary 100.00% 100.00%
NEXT RE SIIQ S.p.A. Italy 79.79% 87.06%
Nidorino, s.r.o. Czech Republic 100.00% 100.00%
Nimbus Real Sp. z o.o. Poland 100.00% 75.87%
Norden Maritime Services Limited Cyprus 100.00% 75.87%
Norden Maritime SRL Romania 100.00% 75.00%
NOVÁ ZBROJOVKA, s.r.o. Czech Republic 97.31% 97.31%
NP Investments a.s. Czech Republic 100.00% 75.00%
NUKASSO HOLDINGS LIMITED Cyprus 100.00% 100.00%
Nupaky, a.s. Czech Republic 97.31% 97.31%
Nusku Beteiligungsverwaltungs GmbH Austria 100.00% 75.87%
Nymburk Property Development, a.s. Czech Republic 100.00% 100.00%
NZ CUBICUM, s.r.o. Czech Republic 100.00%
OC Spektrum, s.r.o. Czech Republic 100.00% 75.00%
OIY Czech, s.r.o. Czech Republic 100.00% 75.00%
CPI Oktáva, s.r.o. Czech Republic 100.00% 100.00%
Okerstraße 18-19 GmbH & Co. KG Germany 100.00%
Olomouc Building, a.s. Czech Republic -- 100.00%
One Crans-Montana SA Switzerland 99.70% 99.70%
Orco Pokrovka Management o.o.o. Russia 100.00% 100.00%
Orchard Hotel, a.s. Czech Republic 100.00% 100.00%
Outlet Arena Moravia, s.r.o. Czech Republic 100.00% 100.00%
Oxford Tower sp. z o.o. Poland 51.00% 100.00%
OZ Trmice, a.s. Czech Republic 100.00% 100.00%
Ozrics, Kft. Hungary 100.00% 100.00%
Palmovka Offices s.r.o. Czech Republic 100.00% 75.00%
Parco delle Acacie Due S.p.A Italy 100.00% 100.00%
Parco delle Case Bianche SRL Italy 100.00% 100.00%
Parsec 6 S.p.A. Italy 100.00% 100.00%
Pastviny, a.s. Czech Republic 100.00% 100.00%
PCC-Hotelerrichtungs-und Betriebsgesellschaft m.b.H. Austria 100.00% 75.87%
PCC-Hotelerrichtungs-und Betriebsgesellschaft m.b.H. & Co. KG Austria 89.84% 68.16%
Peabody Lamaro Roma S.r.l. Italy 100.00% 100.00%
Peponisi S.à r.l. Luxembourg 100.00%
Perlagonia 1 Holding GmbH Austria 100.00% 75.00%
Pietroni, s.r.o. Czech Republic 97.31% 97.31%
Pihelská farma, s.r.o. Czech Republic 100.00% 100.00%
Pinsirot, s.r.o. Czech Republic 100.00% 100.00%
Platnéřská 10, s.r.o. Czech Republic 100.00% 100.00%
Polus a.s. Slovakia 100.00% 75.00%
Pólus Shopping Center Zrt. Hungary 100.00% 100.00%
Polus Társasház Üzemeltető Kft. Hungary 100.00% 100.00%
Polus Transilvania Companie de Investitii S.A. Romania 100.00% 75.00%
Polygon BC, a.s. Czech Republic 99.26% 99.26%
Považská Bystrica Property Development, a.s. Slovakia 100.00% 75.00%
Prelude 2000 SRL Romania 100.00% 75.00%
Prievidza Property Development, a.s. Slovakia 100.00% 75.00%
Prinz-Eugen-Straße Liegenschaftsvermietungs GmbH Austria 100.00% 75.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
Pro Tower Development S.R.L. Romania 100.00% 100.00%
PROJECT FIRST, a.s. Czech Republic 91.17%
Projekt Nisa, s.r.o. Czech Republic 100.00% 100.00%
Projekt RDSF GmbH & Co KG Austria 100.00%
Projekt Zlatý Anděl, s.r.o. Czech Republic 100.00%
Prosta 69 Sp. z o.o. Poland 51.00% 100.00%
Prostějov Investments, a.s. Czech Republic 100.00% 100.00%
PTR PRIME TOURIST RE SORTS (CYPRUS) LIMITED Cyprus 100.00%
PV – Cvikov, s.r.o. Czech Republic 100.00% 100.00%
Pyrolia, a.s. Czech Republic 100.00%
Radom Property Development sp. z o.o. Poland 100.00% 75.00%
Ranchmatti SA Switzerland 100.00% 100.00%
Real Estate Energy Kft. Hungary 100.00% 100.00%
Real Habitation s.r.l. Romania 100.00% 75.00%
REGA Property Invest s. r. o. Czech Republic 100.00% 75.87%
Rembertów Property Development sp. z o.o. Poland 100.00% 75.00%
Remontées Mécaniques Crans Montana Aminona (CMA) SA Switzerland 83.42%
Residence Belgická, s.r.o. Czech Republic 100.00% 100.00%
Residence Izabella, Zrt. Hungary 100.00% 100.00%
Retail Park Four d.o.o. Beograd Serbia 100.00% 75.00%
Rezidence Jančova, s.r.o. Czech Republic 100.00% 100.00%
Rezidence Kunratice, s.r.o. Czech Republic 97.31% 97.31%
Rezidence Malkovského, s.r.o. Czech Republic 100.00% 100.00%
Rezidence Pragovka, s.r.o. Czech Republic 97.31% 97.31%
RISING FALCON HOLDING LIMITED Arab Emirates 100.00% 100.00%
Rizeros, a.s. Czech Republic 100.00% 100.00%
Ronit Development SRL Romania 100.00% 75.00%
Roua Vest SRL Romania 100.00% 75.00%
RSL Real Estate Development S.R.L. Romania 100.00% 100.00%
Řasnická zemědělská, s.r.o. Czech Republic 100.00% 100.00%
S IMMO AG Austria 100.00% 69.99%
S IMMO APM Hungary Kft. Hungary 100.00% 75.87%
S IMMO APM ROMANIA S.R.L. Romania 100.00% 75.87%
S IMMO Berlin Finance GmbH Germany 89.90% 68,21%
S IMMO Berlin I GmbH Germany 89.90% 68.21%
S IMMO Berlin II GmbH Germany 68.21%
S IMMO Berlin III GmbH Germany 63.43%
S IMMO Berlin IV GmbH Germany
S IMMO Berlin V GmbH Germany 89.90% 68.21%
S IMMO Berlin VI GmbH Germany 89.90% 68,21%
S IMMO Beteiligungen GmbH Austria 100.00% 75.87%
S IMMO Croatia d.o.o. Croatia 100.00% 75.87%
S IMMO Germany GmbH Germany 89.90% 68,21%
S IMMO Geschäftsimmobilien GmbH Germany 68.21%
S IMMO Group Finance GmbH Austria 100.00% 75.87%
S IMMO Immobilien Investitions GmbH Austria 68.21%
S IMMO Property Acht GmbH Austria 89.90% 68.21%
S IMMO Property Eins GmbH Austria 89.90% 68.21%
S IMMO Property Elf GmbH Austria 89.90% 68.21%
S IMMO Property Fünf GmbH Austria 89.90% 68.21%
S IMMO Property Invest GmbH Austria 100.00% 75.87%
S IMMO Property Neun GmbH Austria 89.90% 68.21%
S IMMO Property Sechs GmbH Austria 89.90% 68.21%
S IMMO Property Sieben GmbH Austria 89.90% 68.21%
S IMMO Property Vier GmbH Austria 89.90% 68.21%
S IMMO Property Zehn GmbH Austria 89.90% 68.21%
S IMMO Property Zwölf GmbH Austria 89.90% 68.21%
S. Maria Della Guardia S.R.L. Italy 47.43%
S.C. Baneasa 6981 s.r.l. Romania 100.00% 75.00%
S.C. Brasov Imobiliara S.R.L. Romania 100.00% 75.00%
S.C. Flash Consult Invest s.r.l. Romania 100.00% 75.00%
S.C. IE Baneasa Project s.r.l. Romania 100.00% 75.00%
S.C. IMMOEAST Narbal Project s.r.l. Romania 100.00% 75.00%
S.C. Meteo Business Park s.r.l. Romania 100.00% 75.00%
S.C. Retail Development Invest 1 s.r.l. Romania 100.00% 75.00%
S.C. Stupul de Albine s.r.l. Romania 100.00% 75.00%
S.C. Union Investitii S.r.l. Romania 100.00% 75.00%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
Samar S.p.A. Italy 100.00% 100.00%
Sapir Investitii SRL Romania 100.00% 75.87%
SASHKA LIMITED Cyprus 100.00% 100.00%
SAVILE ROW 1 LIMITED United Kingdom 100.00% 100.00%
Savska 32 d.o.o. Croatia 75.87%
Shir Investment SRL in Liqu. Romania 100.00%
SBF Development Praha spol.s r.o. Czech Republic 100.00% 75.00%
SC Czech AHG, s.r.o. Czech Republic 100.00% 75.87%
SC Czech AGL, s.r.o. Czech Republic 100.00% 75.00%
SCI MAS CANTAGRELI France 100.00% 100.00%
SCP AILEY Monaco 100.00% 100.00%
SCP CISKEY Monaco 100.00% 100.00%
SCP MADRID Monaco 100.00% 100.00%
SCP PIERRE CHARRON Monaco 100.00% 100.00%
SCP Reflets Monaco 100.00% 100.00%
SCP VILLA DE TAHITI Monaco 100.00% 100.00%
Seattle, s.r.o. Czech Republic 100.00% 100.00%
Sentreta, a.s. Czech Republic 100.00% 100.00%
Shaked Development SRL Romania 100.00% 75.00%
SIAG Deutschland Beteiligungs GmbH & Co. KG Germany 85,32% 68.21%
SIAG Deutschland Beteiligungs-Verwaltungs GmbH Germany 89.90% 68.21%
SIAG Fachmarktzentren, s. r. o. Slovakia 100.00% 75.87%
SIAG Hotel Bratislava, s. r. o. Slovakia 100.00% 75.87%
SIAG Leipzig Wohnimmobilien GmbH Germany 89.67% 68.04%
SIAG Multipurpose Center, s.r.o. Slovakia 100.00% 75.87%
SIAG Property I GmbH Germany 89.90% 68.21%
SIAG Property II GmbH Germany 89.90% 68.21%
SITUS Holding GmbH Austria 100.00% 75.00%
SITUS L Liegenschafts Vermietungs GmbH & Co Seidengasse 39 KG Austria 100.00%
SITUS L Liegenschafts Vermietungs GmbH & Co. Kaiserstraße 44-46
KG Austria 100.00%
SITUS L Liegenschafts Vermietungs GmbH & Co. Neubaugasse 26 KG Austria 100.00%
SMART OFFICE DOROBANTI S.R.L. Romania 100.00% 75.87%
Snagov Lake Rezidential SRL Romania 100.00% 75.00%
SO Immobilienbeteiligungs GmbH Austria 100.00% 75.87%
SOCIETATE DEZVOLTARE COMERCIAL SUDULUI (SDCS) SRL Romania 100.00% 75.87%
S-Park Offices s.r.l. Romania 100.00% 75.00%
SPC DELTA PROPERTY DEVELOPMENT COMPANY SRL Romania 100.00% 75.87%
SPC SIGMA PROPERTY DEVELOPMENT COMPANY SRL Romania 100.00% 75.87%
Spojené elektrárny, s.r.o. Czech Republic 100.00% 100.00%
Spojené farmy, a.s. Czech Republic 100.00% 100.00%
ST Project Limited Guernsey 100.00% 100.00%
Statek Blatiny, s.r.o. Czech Republic -- 100.00%
Statek Bukovka, s.r.o. Czech Republic 100.00%
Statek Kravaře, a.s. Czech Republic 100.00% 100.00%
Statek Mikulášovice, s.r.o. Czech Republic 100.00% 100.00%
Statek Petrovice, s.r.o. Czech Republic 100.00% 100.00%
Statenice Property Development, a.s. Czech Republic 100.00% 100.00%
Stogetic, a.s. Czech Republic 80.00% 80.00%
Stop Shop d.o.o. Croatia 100.00% 75.00%
STOP SHOP Development d.o.o. Croatia 100.00% 75.00%
Stop Shop Holding GmbH Austria 100.00% 75.00%
Stop Shop Italia S.R.L. Italy 100.00% 75.00%
Stop Shop Poland Sp.z.o.o. Poland 100.00% 75.00%
STOP SHOP RO RETAIL ONE SRL Romania 100.00% 75.00%
STOP SHOP SERBIA d.o.o. Serbia 100.00% 75.00%
STOP.SHOP. CZ s.r.o. Czech Republic 100.00% 75.00%
STOP.SHOP. Slovakia s.r.o. Slovakia 100.00% 75.00%
Strakonice Property Development, a.s. Czech Republic 97.31% 97.31%
STRM Alfa, a.s. Czech Republic 99.26% 99.26%
STRM Beta, a.s. Czech Republic 97.31% 97.31%
STRM Gama, a.s. Czech Republic 97.31% 97.31%
Sunčani Hvar d.d. Croatia 100.00% 100.00%
Sunčani Hvar Real Estate d.d.o. Croatia 100.00% 100.00%
Šenovská zemědělská, s.r.o. Czech Republic 100.00% 100.00%
Tachov Investments, s.r.o. Czech Republic 100.00% 100.00%
Talent Ágazati Képzőközpont Nonprofit Kft. Hungary 20.00% 15.17%
Fully consolidated subsidiaries Country 31 December 2024 31 December 2023
Tamar Imob Investitii SRL Romania 100.00% 75.00%
Tarnów Property Development sp. z o.o. Poland 100.00% 75.00%
Telč Property Development, a.s. Czech Republic 91.17% 91.17%
Tepelné hospodářství Litvínov, s.r.o. Czech Republic 100.00% 100.00%
Termaton Enterprises Limited Cyprus 100.00% 75.00%
Tlustecká zemědělská, s.r.o. Czech Republic 100.00% 100.00%
TMM s.r.o. Czech Republic 67.20%
Tölz Immobilien GmbH Germany 68.03%
Topaz Development SRL Romania 100.00% 75.00%
TOTO CZ a.s. Czech Republic 67.20%
Tower-Service sp.z o.o. Poland 50.30% 50.30%
Trebišov Property Development, s. r. o. Slovakia 100.00% 75.00%
Tretarta, a.s. Czech Republic 100.00% 100.00%
Tripont Invest s.r.l. Romania 100.00% 75.00%
Třinec Property Development, a.s. Czech Republic 100.00%
Turf Holding, a.s. Czech Republic 74.88%
Turf Praha, a.s. Czech Republic 67.20%
Tyršova 6, a.s. Czech Republic -- 100.00%
Uchaux Limited United Kingdom 100.00% 100.00%
V Team Prague, s.r.o. Czech Republic 100.00%
Váci 113 Offices B Hungary Kft. Hungary 100.00% 75.87%
Valdovská zemědělská, a.s. Czech Republic 100.00% 100.00%
Valkeřická ekologická, a.s. Czech Republic 100.00% 100.00%
VCG Immobilienbesitz GmbH Austria 75.00%
Venonata, s.r.o. Czech Republic 100.00% 100.00%
Ventilatorul Real Estate SRL Romania 100.00% 75.00%
Verneřický Angus, a.s. Czech Republic 100.00% 100.00%
Vicovaro R.E. S.r.l. Italy 100.00% 100.00%
VICTORIEI BUSINESS PLAZZA SRL Romania 100.00% 75.87%
Vigano, a.s. Czech Republic 100.00% 100.00%
Vision Fund Italy 99.50% 99.50%
Vitrust Ltd. Cyprus 100.00% 75.00%
VIVO! Poland Sp. z o.o. Poland 100.00% 75.00%
VOLANTI LIMITED Cyprus 100.00% 100.00%
Vulcanion, a.s. Czech Republic 100.00%
Vulpixo, s.r.o. Czech Republic 100.00% 100.00%
Vysočany Office, a.s. Czech Republic 99.26% 99.26%
Warsaw Spire Tower Sp. z o.o. Poland 100.00% 75.00%
WFC Investments sp. z o.o. Poland 51.00% 97.31%
WXZ1 a.s. Czech Republic 100.00% 100.00%
Zagrebtower d.o.o. Croatia 75.87%
Zákupská farma, s.r.o. Czech Republic 100.00% 100.00%
Zamość Property Development sp. z o.o. Poland 100.00% 75.00%
Zamość Sadowa Property Development sp. z o.o. Poland 100.00% 75.00%
Závodiště Chuchle, a.s. Czech Republic 78.43%
Zdislavská zemědělská, s.r.o. Czech Republic 100.00% 100.00%
Zelená farma, s.r.o. Czech Republic 100.00% 100.00%
Zelená louka, s.r.o. Czech Republic 100.00% 100.00%
Zelená pastva, s.r.o. Czech Republic 100.00% 100.00%
ZEMSPOL, s.r.o. Czech Republic 100.00% 100.00%
Zerodix Sárl Switzerland 99.70%
ZET.office, a.s. Czech Republic 100.00%
Zgorzelec Property Development sp. z o.o. Poland 100.00% 75.00%
ZLATICO LIMITED Cyprus 100.00% 100.00%
Žíznikovská farma, s.r.o. Czech Republic 100.00% 100.00%

Shape the future

Ernst & Younq Société anonyme

35E, Avenue John F. Kennedy L-1855 Luxembourg Tél : +352 42 124 1 www.ey.com/en_lu

B.P. 780 L-2017 Luxembourg R.C.S. Luxembourg B47771 TVA LU 16063074

with confidence Autorisations d'établissement : 00117514/13, 00117514/14, 00117514/15, 00117514/17, 00117514/18, 00117514/19

Independent auditor's report

To the Shareholders of CPI Property Group S.A. 40, rue de la Vallée L-2661 Luxembourg

Report on the audit of the Consolidated financial statements

Opinion

We hâve audited the Consolidated financial statements of CPI Property Group S.A. (the "Company") and its subsidiaries (together, the "Group"), which comprise the Consolidated statement of financial position as at 31 December 2024, 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 2024 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 Régulation 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 Régulation N° 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 hâve fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we hâve 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) Valuation of investment property

Description

The Group owns a portfolio of investment properties comprising residential, office, retail and other type of properties located mainly in Europe. Investment property represents the single largest class of assets on the Consolidated statement of financial position, representing 80% of the total assets of the Group as at 31 December 2024. Investment properties are valued at fair value in accordance with the Group accounting policies.

Valuation of the 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 individuel nature of each property, the location and the expected cash flows generated by future rentals or expected EBITDA (earnings before interest, tax, dépréciation and amortisation). The Board of Directors engaged indépendant external valuers to value 99% of the Group's investment property (hereafter the "valuers").

In determining a property's valuation, the valuers take into account property spécifie 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 corne 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 compétence, capabilities and objectivity of the valuers and read the terms of engagement of the valuers to détermine whether there were any matters that might hâve affected their objectivity or limit the scope of their work.
  • For a sample of the valuations across ailasset classes ofinvestment properties, geographical locations and external valuers, we traced the inputs used in the valuation process including rents and occupancy rates to tenancy schedules, capex investments and EBITDA as relevant.
  • For a sample of properties, we performed site visits to ensure existence and physical condition of properties.
  • We also involved our own real estate valuation specialists to assist us in evaluating the reasonableness ofthe assumptions used in valuation models including yields, estimated market rent, discount rates and price per room per night 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.

b) Contingencies and litigations

Description

In December 2022, a case was filed against the Company and some of its direct and indirect subsidiaries by Mr. Marek Cmejla, Mr. Jiff Diviè and entities controlled by them, in District Court of Nicosia, Republic of Cyprus (referred to as "Cyprus case"). The details and current status of this and other cases are disclosed in note 8 of the Consolidated financial statements.

This area is significant to our audit, since the accounting and disclosure for contingent liabilities is complex and judgmental (due to the complexity of predicting the outcome of the matter and assessing the potential impact on the Consolidated financial statements if the outcome is unfavourable), and the amounts involved are, or can be, material to the Consolidated financial statements as a whole.

This matter was considered a key matter in our audit, since the aforementioned prédiction and estimâtes are complex and require significant judgements by management of the Group.

Auditors' response

Our audit procedures over the contingencies and litigations included, but were not limited to, the following:

  • We obtained an understanding of and assessed the Group's internai control environment relating to the identification, récognition and measurement of provisions for disputes, potential daims and litigation, and contingent liabilities.
  • We sent confirmation letters to, and obtained responses from the lawyers and legal advisors used by the Group as part of our audit procedures, and in our analysis we paid particular attention to the matters relating to the most significant court proceedings in progress.
  • We obtained the summary of the significant legal cases from the in-house Group's legal counsel and compared the assessment of the Group's legal counsel with the information provided by the external Group's legal advisors. We made inquiries to the Group legal counsel to understand the actions taken to manage these legal cases and also discussed such actions with management.
  • We held discussions with Group's external lawyers and legal advisors, where necessary, in order to confirm our understanding of the obtained responses to our confirmation requests sent.
  • We reviewed the minutes of the meetings of Board of Directors, Audit Committee and General Shareholders' Meetings.
  • We involved our internai legal specialists for the purpose of analysing the responses from external legal advisors and assessing reasonableness of the conclusions reached by the Board of Directors on Cyprus case considering the various factors on which these conclusions were based.
  • We assessed the completeness and adequacy of disclosures required in respect of the Contingencies and litigations in the notes to the Consolidated financial statements pursuant to the relevant accounting and financial reporting standards.

c) Disposai of investment property and property, plant and equipment

Description

The Group maintains a diverse portfolio of properties, which includes residential, office, hôtel and retail assets, primarily situated in Europe. In 2024, the Group strategically continued its initiative to divest non-core properties. These disposais align with the Group's portfolio optimization strategy, which is focused on enhancing yield and improving asset management efficiency. As a resuit, the Group successfully disposed of assets of € 980 million throughout the year across various jurisdictions in which it opérâtes. The purchasers of these properties predominantly consist of local investors, real estate firms, family offices, funds, and asset managers.

The property disposais were executed through both asset and share deal transactions across multiple jurisdictions. Notably, certain share deal transactions are characterized by their complexity, necessitating intricate accounting treatments within the Group's Consolidated financial statements.

Given the substantial volume of property disposais across diverse jurisdictions and the intricate accounting implications associated with spécifie transactions, we hâve identified this as a key audit matter for the audit of2024.

Auditors' response

  • Obtained a comprehensive understanding of the Group's portfolio optimization strategy, including the rationale for the disposai of properties.
  • Obtained and reviewed the documentation associated with property disposai on a sample basis including but not limited to disposai agreements, valuation reports, and, where applicable, approvals from the Board of Directors.
  • Obtained an understanding of the accounting treatment of share deal transactions and ensured the accounting treatment is in accordance with the relevant IFRS.
  • We traced the proceeds resulting from the disposais to the relevant agreements and to bank statements, where the considération was received in cash.
  • Enquired management about identification procedures concerning the purchasers. Additionally, we assessed whether any of the purchasers were related parties of the Group.
  • 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 hâve performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We hâve nothing to report in this regard.

Responsibilities of the Board ofDirectors and of those charged with governance for the Consolidated financial statements

The Board of Directors is responsible for the préparation and fair présentation of the Consolidated financial statements in accordance with IFRS as adopted by the European Union, and for such internai control as the Board of Directors détermines is necessary to enable the préparation 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 Régulation 2019/815 on European Single Electronic Format, as amended ("ESEF Régulation").

In preparing the Consolidated financial statements, the Board of Directorsis 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 Régulation 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 économie decisions of users taken on the basis of these Consolidated financial statements.

As part of an audit in accordance with EU Régulation 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 auditprocedures responsive to those risks, and obtain audit evidence that is suffirent 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 internai control.

  • Obtain an understanding of internai 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 internai control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimâtes 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 inadéquate, 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 présentation, structure and content of the Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements representthe underlying transactions and events in a manner that achieves fair présentation.
  • Assess whether the Consolidated financial statements hâve been prepared, in ail material respects, in compliance with the requirements laid down in the ESEF Régulation.
  • Obtain suffirent 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 internai control that we identify during our audit.

We also provide those charged with governance with a statement that we hâve complied with relevant ethical requirements regarding independence, and communicate to them ail 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 détermine 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 régulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We hâve 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 6 years.

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 hâve checked the compliance of the Consolidated financial statements ofthe Group as at 31 December 2024 with relevant statutory requirements set out in the ESEF Régulation 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 Régulation.

In our opinion, the Consolidated financial statements of the Group as at 31 December 2024 identified as CPI_PROPERTY_GROUP_20250331.zip, hâve been prepared, in ail material respects, in compliance with the requirements laid down in the ESEF Régulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or équivalent.

We confirm that the prohibited non-audit services referred to in EU Régulation No 537/2014 were not provided and that we remained independent of the Group in conducting the audit.

C réé Jésus Orozco

CPI Property Group Société Anonyme

R.C.S. Luxembourg B 102.254

ANNUAL ACCOUNTS AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE 31 DECEMBER 2024

40, rue de la Vallée L-2661 Luxembourg Share capital: EUR 86,195,278 R.C.S. Luxembourg B 102.254

TABLE OF CONTENTS

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

ANNUAL ACCOUNTS

Notes to the annual accounts

with confidence

Ernst & Younq Société anonyme

35E, Avenue John F.Kennedy B.P. 780 L-1855 Luxembourg L-2O17 Luxembourg Tél : +352 42 124 1 R.C.S. Luxembourg B47771 www.ey.com/enju TVA LU 16063074

Autorisations d'établissement : 00117514/13, 00117514/14, 00117514/15, 00117514/17, 00117514/18, 00117514/19

Independent auditor's report

To the Shareholders of CPI Property Group S.A. 40, rue de la Vallée L-2661 Luxembourg

Report on the audit of the financial statements

Opinion

We hâve audited the financial statements of CPI Property Group S.A. (the "Company"), which comprise the balance sheet as at 31 December 2024, 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 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements.

Basis for opinion

We conducted our audit in accordance with EU Régulation 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 Régulation N° 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 ("lESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and hâve fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we hâve obtained is suffirent 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.

with confidence

a) Contingencies and litigations

Description

In December 2022, a case was filed against the Company and some of its direct and indirect subsidiaries by Mr. Marek Ômejla, Mr. Jin Diviè and entities controlled by them, in District Court of Nicosia, Republic of Cyprus (referred to as "Cyprus case"). The details and current status ofthis and other cases are disclosed in note 24 of the financial statements.

This area is significant to our audit, since the accounting and disclosure for contingent liabilities is complex and judgmental (due to the complexity of predicting the outcome of the matter and assessing the potential impact on the financial statements if the outcome is unfavourable), and the amounts involved are, or can be, material to the financial statements as a whole.

This matter was considered a key matter in our audit, since the aforementioned prédiction and estimâtes are complex and require significant judgements by management of the Company.

Auditors' response

Our audit procedures over the contingencies and litigations included, but were not limited to, the following:

  • We obtained an understanding of and assessed the Company's internai control environment relating to the identification, récognition and measurement of provisions for disputes, potential daims and litigation, and contingent liabilities.
  • We sent confirmation letters to, and obtained responses from, the lawyers and legal advisors used by the Company as part of our audit procedures. In our analysis we paid particular attention to the matters relating to the most significant court proceedings in progress.
  • We hâve obtained the summary of the significant legal cases from the in-house Company's legal counsel and compared the assessment of the Company's legal counsel with the information provided by the external Company's legal advisors. We made inquiries to the Company legal counsel to understand the actions taken to manage these legal cases and also discussed such actions with management
  • We held discussions with Company's external lawyers and legal advisors, where necessary, in order to confirm our understanding of the obtained responses to our confirmation requests sent.
  • We hâve reviewed the minutes of the meetings Board of Directors, Audit Committee and General Shareholders' Meetings.
  • We involved our internai legal specialists for the purpose of analysing the responses from external legal advisors and assessing reasonableness ofthe conclusions reached by the Board of Directors on Cyprus case considering the various factors on which these conclusions were based.
  • We assessed the completeness and adequacy of disclosures required in respect of the Contingencies and litigations in the notes to the financial statements pursuantto the relevant accounting and financial reporting standards.

b) Valuation offinancial assets (shares in affiliated undertakings and loans to affiliated undertakings)

Description

Financial assets represent 94% of the total assets of the Company as at 31 December 2024.

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 estimâtes are complex and require significant judgements by management of the Company.

AudHors 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 managements impairment assessment and evaluated the appropriateness of the application of the Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements.
  • Tested the arithmetical accuracy of the managements 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 reversai of historical impairment.
  • Tested the accuracy and completeness of the provided loan database, on a représentative 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 hâve performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We hâve 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 préparation and fair présentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements, and for such internai control as the Board of Directors détermines is necessary to enable the préparation 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 Régulation 2019/815 on European Single Electronic Format, as amended ("ESEF Régulation").

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 Régulation 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 économie decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with EU Régulation 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 suffirent 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 internai control.
  • Obtain an understanding of internai 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 internai control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimâtes and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness ofBoard 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 inadéquate, 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 présentation, 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 présentation.
  • Assess whether the financial statements hâve been prepared, in ail material respects, in compliance with the requirements laid down in the ESEF Régulation.

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 internai control that we identify during our audit.

We also provide those charged with governance with a statement that we hâve complied with relevant ethical requirements regarding independence, and communicate to them ail 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 détermine 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 régulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We hâve 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 6 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 ofundertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

We hâve checked the compliance of the financial statements of the Company as at 31 December 2024 with relevant statutory requirements set out in the ESEF Régulation that are applicable to the financial statements. For the Company, it relates to:

• Financial statements préparée! in valid xHTML format;

In our opinion, the financial statements of the Company as at 31 December 2024, identified as CPIPG_31_12__2024_AFR, hâve been prepared, in ail material respects, in compliance with the requirements laid down in the ESEF Régulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or équivalent.

We confirm that the prohibited non-audit services referred to in EU Régulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.

Ernst & Young pme Cabinet de ré' ■n agréé us Orozco

Luxembourg, 31 March 2025

Annual Accounts Helpdesk :

Tel. : (+352) 247 88 494 Email : [email protected]

FSGVERP20250205T15391501_002 Page 1/5
RCSL Nr. :
B102254
Matricule : 2004 2214 745
eCDF entry date :

BALANCE SHEET

Financial year from 01 01/01/2024 to 02 31/12/2024 (in 03 EUR )

CPI PROPERTY GROUP 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 1109 109 9.423.299.813,00 110 10.868.626.167,00
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
a)
acquired for valuable
consideration and need not be
shown under C.I.3
1115
1117
115
117
116
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
FSGVERP20250205T15391501_002
Page 2/5
RCSL Nr. :
B102254
Matricule : 2004 2214 745
Reference(s) Current year Previous year
3. Other fixtures and fittings, tools
and equipment
1131 131 132
4. Payments on account and
tangible assets in the course
of construction
III. Financial assets 1133 Note 3 133 9.423.299.813,00 134 10.868.626.167,00
1. Shares in affiliated undertakings 1135 135 136
2. Loans to affiliated undertakings 1137 Note 3.1 137 5.349.755.513,00 138 6.145.305.993,00
3. Participating interests 1139 Note 3.2 139 3.689.662.696,00 140 4.355.073.878,00
4. interests Loans to undertakings with
which the undertaking is linked
by virtue of participating
1141
1143
141
143
142
144
5. Investments held as fixed
assets 1145 Note 3.3 145 228.840.533,00 146 232.033.080,00
6. Other loans 1147 Note 3.4 147 155.041.071,00 148 136.213.216,00
D. Current assets 1151 Note 4 151 528.055.818,00 152 604.307.130,00
I. Stocks 1153 153 154
1. Raw materials and consumables 1155 155 156
2. Work in progress 1157 157 158
3. for resale Finished goods and goods
4. Payments on account 1159 159 160
1161 161 162
II. Debtors 1163 163 190.396.402,00 164 498.535.843,00
1. a) Trade debtors
becoming due and payable
1165 165 367.872,00 166 209.314,00
within one year 1167 167 367.872,00 168 209.314,00
b) becoming due and payable
after more than one year
1169 169 170
2. Amounts owed by affiliated
undertakings
1171 171 159.081.763,00 172 479.080.098,00
a) becoming due and payable
within one year
1173 Note 4.1 173 152.065.068,00 174 473.561.238,00
b) becoming due and payable
after more than one year
1175 Note 4.2 175 7.016.695,00 176 5.518.860,00
3. interests Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
1177 177 178
a) becoming due and payable
within one year
1179 179 180
b) becoming due and payable
after more than one year
1181 181 182
4. Other debtors 1183 183 30.946.767,00 184 19.246.431,00
a) becoming due and payable
within one year
Note 4.3 20.786.082,00 19.246.431,00
b) becoming due and payable 1185 185 186
after more than one year 1187 Note 4.4 187 10.160.685,00 188

The notes in the annex form an integral part of the annual accounts

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RCSL Nr. :
B102254
Matricule : 2004 2214 745
Reference(s) Current year Previous year
III. Investments 1189 189 145.237.500,00 190 79.525.200,00
1.
Shares in affiliated undertakings
1191 191 192
2.
Own shares
1209 Note 5 209 145.237.500,00 210 79.525.200,00
3.
Other investments
1195 195 196
IV. Cash at bank and in hand 1197 197 192.421.916,00 198 26.246.087,00
E. Prepayments 1199 Note 6 199 123.564.038,00 200 77.658.230,00

TOTAL (ASSETS) 201 10.074.919.669,00 202 11.550.591.527,00

The notes in the annex form an integral part of the annual accounts

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year
A. Capital and reserves 1301 Note 7 301 805.146.902,00 302 1.254.366.841,00
I.
Subscribed capital
1303 303 86.195.228,00 304 870.485.026,00
II.
Share premium account
1305 305 535.998.891,00 306 606.991.345,00
III.
Revaluation reserve
1307 307 308
IV.
Reserves
1309 309 835.197.622,00 310 59.440.571,00
1.
Legal reserve
1311 311 59.440.571,00 312 59.440.571,00
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 1429 429 775.757.051,00 430
a)
other available reserves
1431 431 775.757.051,00 432
b)
other non available reserves
1433 433 434
V.
Profit or loss brought forward
1319 319 -282.550.101,00 320 -94.217.456,00
VI.
Profit or loss for the financial year
1321 321 -369.694.738,00 322 -188.332.645,00
VII. Interim dividends 1323 323 324
VIII. Capital investment subsidies 1325 325 326
B. Provisions 1331 331 332
1.
Provisions for pensions and
similar obligations
2.
Provisions for taxation
1333 333 334
3.
Other provisions
1335 335 336
1337 337 338
C. Creditors 1435 435 9.258.480.393,00 436 10.288.430.196,00
1.
Debenture loans
1437 437 5.899.393.694,00 438 5.268.615.852,00
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 Note 8 445 5.899.393.694,00 446 5.268.615.852,00
i)
becoming due and payable
within one year
1447 447 120.781.020,00 448 121.170.733,00
ii)
becoming due and payable
after more than one year
1449 449 5.778.612.674,00 450 5.147.445.119,00
2.
Amounts owed to credit
institutions
1355 Note 9 355 355.110.145,00 356 1.448.427.651,00
a)
becoming due and payable
within one year
1357 357 12.110.145,00 358 7.427.651,00
b)
becoming due and payable
after more than one year
1359 359 343.000.000,00 360 1.441.000.000,00

The notes in the annex form an integral part of the annual accounts

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RCSL Nr. :
B102254
Matricule : 2004 2214 745
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 3.860.542,00 368 1.611.176,00
a) becoming due and payable
within one year
1369 369 3.860.542,00 370 1.611.176,00
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 10 379 2.781.178.010,00 380 3.567.936.316,00
a) becoming due and payable
within one year
1381 Note 10.1 381 222.239.850,00 382 924.286.024,00
b) becoming due and payable
after more than one year
1383 Note 10.2 383 2.558.938.160,00 384 2.643.650.292,00
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 11 451 218.938.002,00 452 1.839.201,00
a) Tax authorities 1393 393 9.429,00 394 269.556,00
b) Social security authorities 1395 395 9.033,00 396 32.201,00
c) Other creditors 1397 397 218.919.540,00 398 1.537.444,00
i)
becoming due and
payable within one year
1399 399 218.919.540,00 400 1.537.444,00
ii)
becoming due and
payable after more than
one year
1401 401 402
D. Deferred income 1403 Note 12 403 11.292.374,00 404 7.794.490,00
TOTAL (CAPITAL, RESERVES AND LIABILITIES) 10.074.919.669,00 11.550.591.527,00
405 406
Annual Accounts Helpdesk :
-- -- ---------------------------- --

Tel. : (+352) 247 88 494 Email : [email protected]

PROFIT AND LOSS ACCOUNT

Financial year from 01 01/01/2024 to 02 31/12/2024 (in 03 EUR )

CPI PROPERTY GROUP

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 13
1713
2.025.896,00
713
333.237,00
714
5. Raw materials and consumables and
other external expenses
a)
Raw materials and consumables
Note 14
1671
-15.368.374,00
671
-5.357.875,00
672
b)
Other external expenses
1601
1603
-594,00
601
-15.367.780,00
603
602
-5.357.875,00
604
6. Staff costs Note 15
1605
-1.665.783,00
605
-956.167,00
606
a)
Wages and salaries
1607 -1.554.880,00
607
-830.042,00
608
b)
Social security costs
1609 -110.404,00
609
-126.125,00
610
i)
relating to pensions
1653 653 654
ii)
other social security costs
1655 -110.404,00
655
-126.125,00
656
c)
Other staff costs
1613 -499,00
613
614
7. Value adjustments Note 16
1657
-2.518.779,00
657
-3.227.135,00
658
a)
in respect of formation expenses
and of tangible and intangible
fixed assets
b)
in respect of current assets
1659
1661
659
-2.518.779,00
661
660
-3.227.135,00
662
8. Other operating expenses Note 17
1621
-2.118.067,00
621
-641.584,00
622
FSGVERP20250205T15391501_003 Page 2/2
RCSL Nr. : B102254
Matricule : 2004 2214 745
Reference(s) Current year Previous year
9.
Income from participating interests
Note 18
1715
715 33.512.973,00 716 18.308.991,00
a)
derived from affiliated undertakings
1717 717 33.512.973,00 718 18.308.991,00
b)
other income from participating
interests
1719 719 720
10. Income from other investments and
loans forming part of the fixed assets
Note 19
1721
721 149.905.602,00 722 158.237.187,00
a)
derived from affiliated undertakings
Note 19.1
1723
723 125.125.856,00 724 138.387.681,00
b)
other income not included under a)
Note 19.2
1725
725 24.779.746,00 726 19.849.506,00
11. Other interest receivable and similar
income
a)
derived from affiliated undertakings
Note 20
1727
727 82.799.277,00 728 85.424.617,00
b)
other interest and similar income
Note 20.1
1729
Note 20.2
1731
729
731
3.864.955,00
78.934.322,00
730
732
11.712.241,00
73.712.376,00
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 21
1665
665 -58.413.371,00 666 -23.026.443,00
14. Interest payable and similar expenses Note 22
1627
627 -559.739.359,00 628 -416.368.323,00
a)
concerning affiliated undertakings
Note 22.1
1629
629 -228.041.875,00 630 -131.167.606,00
b)
other interest and similar expenses
Note 22.2
1631
631 -331.697.484,00 632 -285.200.717,00
15. Tax on profit or loss 1635 635 1.359.302,00 636 -37,00
16. Profit or loss after taxation 1667 667 -370.220.683,00 668 -187.273.532,00
17. Other taxes not shown under items
1 to 16
Note 23
1637
637 525.945,00 638 -1.059.113,00
18. Profit or loss for the financial year 1669 669 -369.694.738,00 670 -188.332.645,00

NOTE 1 - GENERAL INFORMATION

CPI Property Group Société Anonyme (the "Company" or "CPI PG"), formerly named ORCO GERMANY S.A., was incorporated on 22 July 2004 and is organized under the laws of Luxembourg as a Société Anonyme for an unlimited period.

The object of the Company is the investment in real estate, thus as the purchase, the sale, the construction, the exploitation, the administration and the letting of real estate as well as the property development, for its own account or through the intermediary of its affiliated companies. The Company has also for object the taking of participating interests, in whatsoever form, either Luxembourg or foreign, companies, and the management, control and development of such participating interests. The Company may in particular acquire all types of transferable securities, either by way of contribution, subscription, option, purchase or otherwise, as well as realize them by sale, transfer, exchange or otherwise. The Company may borrow and grant any assistance, loan, advance or guarantee to companies in which it has participation or in which it has a direct or indirect interest. The Company may carry out any commercial, industrial or financial operations, as well as any transactions on real estate or on movable property, which it may deem useful to the accomplishment of its purposes.

The registered office of the Company is established at 40, rue de la Vallée, L-2661 Luxembourg, R.C.S. Luxembourg B 102 254.

The financial year is from 1 January 2024 to 31 December 2024.

CPI PG is a real estate company which is listed on the Regulated Market of the Frankfurt Stock Exchange in the General Standard segment.

As at 31 December 2024, CPI PG is indirectly controlled by Radovan Vítek (Vitek Trusts), ultimate beneficial owner, at 85.95 % (2023: 88.41 %) through his investment vehicles (Voting rights 2024: 88.52 %; 2023: 89.99 %).

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.cpipg.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 Board of Directors has concluded that it is appropriate to prepare the separate annual accounts as at 31 December 2024 on a going concern basis. The financial statements were authorized by the Board of Directors on 31 March 2025.

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.

Significant accounting policies

Financial assets

Financial assets include shares in affiliated undertakings, loans to affiliated undertakings, investments held as fixed assets and other loans.

Shares in affiliated undertakings are valued individually at the lower of their acquisition cost less permanent impairment or recoverable value. Amounts owed by affiliated undertakings and other loans, shown under "Financial assets" are recorded at their nominal value. A value adjustment is recorded when the recovery value is lower than the nominal value.

Where there is a durable diminution in value in the opinion of the Board of Directors, value adjustments are made in respect of financial assets so that they are valued at the lower figure to be attributed to them at the balance sheet date. The value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Other investments held as fixed assets are carried at purchase price including the expenses incidental thereto. A value adjustments is recorded when the recoverable value is lower than the nominal value. Other investments listed on active stock exchange, if these are not classified as shares in affiliated undertakings or participating interest, are subsequently measured at fair value based on the quoted stock exchange market prices.

Debtors

Trade debtors, amounts owed by affiliated undertakings 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.

Prepayments

Prepayments include expenditure incurred during the financial year but relating to a subsequent financial year. Financing fees linked to the issuance of non-convertible loans are also recorded under the caption "Prepayments" and are amortised through profit and loss account over the term of the non-convertible loans under the caption "other interest and similar expenses".

Value adjustments

Value adjustments are deducted directly from the related asset.

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 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.

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

Non-convertible loans/Notes

Non-convertible loans/Notes are recorded at their nominal value. Where the amount repayable is greater than the amount received, the difference is shown as an asset under the caption "Prepayments" and is written off over the period of the related non-convertible loans on a linear basis under the caption "Other interest and similar expenses".

When the amount repayable is lower than the amount received, the difference is shown as a liability under the caption "Deferred income" and is written off over the period of the non-convertible loans on a linear basis under the caption "Other interest and similar expenses" as decrease of costs relating to and the respective non-convertible loans.

Cross-currency swaps – non-convertible loans/Notes conversion

Cross-currency swap interest is recorded at its nominal value. The interest is reported in balance sheet together with converted Notes issuance. 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.

Cross-currency swaps – other conversion

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.

Financial instrument is not designated in a qualifying hedge accounting

When a derivative financial instrument is not designated in a qualifying hedge relationship, the derivative is recognized in its acquisition value. A value adjustment is recorded when the fair value of the derivative is lower than the acquisition value.

Creditors

Creditors are valued at their nominal value.

Deferred income

Deferred income includes income incurred during the financial year but relating to a subsequent financial year. Financing income linked to the issuance of non-convertible loans is also recorded under the caption "Deferred income".

Other operating income

Other operating income includes income from invoicing of operating costs and providing management services.

NOTE 3 - FINANCIAL ASSETS

2024 Shares in affiliated
undertakings
Loans to affiliated
undertakings
Gross book value
Balance at 1 January 2024 6,328,166 4,480,446
Additions for the year 326,844 440,515
Disposals for the year (1,092,557) (1,086,665)
Balance at 31 December 2024 5,562,453 3,834,296
Accumulated value adjustments
Balance at 1 January 2024 (182,860) (125,372)
Allocations for the year (87,676) (69,599)
Reversals for the year 57,839 50,337
Balance at 31 December 2024 (212,697) (144,633)
Net book value as at 1 January 2024 6,145,306 4,355,074
Net book value as at 31 December 2024 5,349,756 3,689,663

3.1 - Shares in affiliated undertakings

Binding agreement for the sale of shares

In November 2023, the Company signed binding agreement for the sale of shares of SUNČANI HVAR NEKRETNINE d.o.o. and SUNČANI HVAR d.d.

In December 2024, the Company received advance for the sale price in the amount of 218 million EUR from buyer, Eagle Hills Zagreb (see Note 11). The sale was finished in February 2025 (see Note 27).

Sale of S IMMO AG shares to CPI EUROPE AG

In September 2024, the Company sold its direct stake in S IMMO AG to CPI EUROPE AG (formerly IMMOFINANZ AG, renamed in January 2025, see Note 27) and GENA NEUN Beteiligungsverwaltung GmbH. The sale price was partly paid and part is financed through a long-term credit facility provided by the Company (see Note 3.2 and Note 20.1)

Impairment analysis

In the context of the impairment analysis, the Company compared carrying amounts with net equity of respective affiliated undertakings and applied value adjustments. Results of value adjustments are reported in Note 21.

Affiliated 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 (3)
Result of
2024
31.12.24 31.12.23 in 2024 31.12.24 31.12.23 in 2024 31.12.24 31.12.23 31.12.24
1 Bishops Avenue
Limited (6)
Great Britain GBP 100.00% -- -- -- -- -- -- -- -- 27,603 (17)
7 ST JAMES'S SQUARE
LIMITED (6)
Great Britain GBP 100.00% -- -- -- -- -- -- -- -- 45,513 (15,023)
APULIA INVESTMENTS
1 S.R.L.
Italy EUR 100.00% 147 12 159 (147) -- (147) -- 12 12 (10)
APULIA INVESTMENTS
2 S.R.L.
Italy EUR 100.00% 61 10 71 (61) (4) (65) -- 6 6 (11)
APULIA INVESTMENTS
3 S.R.L.
Italy EUR 100.00% 21 -- 21 (10) (11) (21) 11 -- (6) (10)
APULIA INVESTMENTS
4 S.R.L.
Italy EUR 100.00% 21 -- 21 (10) (11) (21) 11 -- (6) (10)
Baron Puglia S.r.l. Italy EUR 100.00% 2,361 -- 2,361 -- -- -- 2,361 2,361 8,740 3,087
CM Hotels SA Switzerland CHF 100.00% 92 -- 92 (92) -- (92) -- -- (3,861) (1,021)
CPI Alberghi HI Roma
S.r.l.
Italy EUR 100.00% 28,957 -- 28,957 -- -- -- 28,957 28,957 37,178 73
CPI Bologna S.P.A. Italy EUR 100.00% 550 -- 550 (309) (185) (494) 241 56 56 (184)
CPI EUROPE AG
(fromerly IMMOFINANZ
AG)
Austria EUR 75.00% 2,340,682 -- 2,340,682 -- -- -- 2,340,682 2,340,682 3,653,589 98,940
CPI FIM SA Luxembourg EUR 97.31% 358,186 -- 358,186 -- -- -- 358,186 358,186 1,292,227 97,853
CPI Finance CEE, a.s. Czech
Republic
CZK 100.00% 75 -- 75 (1) (2) (3) 74 72 72 (1)
CPI Hibiscus S.r.l. Italy EUR 100.00% 4,610 -- 4,610 -- (265) (265) 4,610 4,345 4,345 (8,414)
CPI Italy - S.r.l. Italy EUR 100.00% 10 100 110 -- -- -- 10 110 185 (411)
CPI Lambrate S.r.l. Italy EUR 100.00% 7,041 (1,031) 6,010 (6,123) 113 (6,010) 918 -- (268) (1,186)
CPI Medici S.r.l. Italy EUR 100.00% 2,510 -- 2,510 -- -- -- 2,510 2,510 12,886 (1,097)
CPI Next Level Ventures
GmbH
Germany EUR 100.00% 12,906 42,000 54,906 (12,906) (42,000) (54,906) -- -- (14,547) (1,214)
CPI North, s.r.o. Czech
Republic
CZK 100.00% 4 -- 4 -- -- -- 4 4 945 (4)
CPI PARKING S.r.l. Italy EUR 100.00% 3,110 -- 3,110 (3,110) 3,110 -- -- 3,110 5,726 6,826
CPI Sicilia S.r.l. Italy EUR 100.00% 47 -- 47 (47) -- (47) -- -- (25) (22)
CPIPG Retails Holding
S.à r.l. (1)
Luxembourg EUR 100.00% -- 15 15 -- (9) (9) -- 6 -- --
Czech Property
Investments, a.s.
Czech
Republic
CZK 100.00% 1,741,407 (343,298) 1,398,109 -- -- -- 1,741,407 1,398,109 2,063,405 (144,595)
Duca Puglia S.r.l. Italy EUR 100.00% 821 1,750 2,571 (821) (1,750) (2,571) -- -- (347) (464)
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 (3)
Result of
2024
31.12.24 31.12.23 in 2024 31.12.24 31.12.23 in 2024 31.12.24 31.12.23 31.12.24
ENDURANCE
HOSPITALITY FINANCE
S.à r.l.
Luxembourg EUR 100.00% -- 273,000 273,000 -- -- -- -- 273,000 352,042 728
Freccia Alata 2 S.r.l. Italy EUR 100.00% 5,318 3,000 8,318 (5,318) (3,000) (8,318) -- -- (3,789) 119
GSG Berlin GmbH
(formerly
Gewerbesiedlungs
Gessellschaft mbH)
Germany EUR 94.99% 74,768 -- 74,768 -- -- -- 74,768 74,768 2,014,745 (38,349)
GSG Holding 2 GmbH
(4)
Germany EUR 100.00% 198 -- 198 (178) -- (178) 20 20 20 --
Isalotta GP GmbH & Co.
Verwaltungs KG
Germany EUR 94.99% 3,765 -- 3,765 -- -- -- 3,765 3,765 93,540 (100,138)
IVRAVODA LIMITED (2) Cyprus EUR 0.00% 640 (640) -- (640) 640 -- -- -- -- --
Mackworth Properties
Limited (6)
Great Britain GBP 100.00% -- -- -- -- -- -- -- -- (15,150) (6,316)
Mercuda, a.s. Czech
Republic
CZK 100.00% 37,186 -- 37,186 -- -- -- 37,186 37,186 117,420 13,108
Millennium S.r.l. Italy EUR 100.00% 859 -- 859 -- -- -- 859 859 1,309 (759)
Moritzstr. 23 GmbH (4) Germany EUR 50.00% 357 -- 357 (357) -- (357) -- -- (2) (2)
Next RE Siiq S.p.A Italy EUR 79.79% 43,754 -- 43,754 -- -- -- 43,754 43,754 67,791 (9,580)
PARCO DELLE CASE
BIANCHE, S.R.L.
Italy EUR 100.00% 13,350 6,800 20,150 (13,350) (6,800) (20,150) -- -- (2,190) (4,186)
Peabody Lamaro Roma
S.r.l.
Italy EUR 100.00% 1,806 157 1,963 -- -- -- 1,806 1,963 6,883 (492)
Pinsirot, s.r.o. Czech
Republic
CZK 100.00% 5 -- 5 (2) (2) (4) 3 1 1 (2)
PTR PRIME TOURIST
RESORTS (CYPRUS)
LIMITED (2)
Cyprus EUR 0.00% 1 (1) -- (1) 1 -- -- -- -- --
Rathenower Str. 63-64
GmbH (4)
Germany EUR 50.00% 1,310 -- 1,310 (1,310) -- (1,310) -- -- (541) (541)
Remontées Mécaniques
Crans Montana Aminona
(CMA) SA (2)
Switzerland CHF 0.00% 97,889 (97,889) -- (53,960) 53,960 -- 43,929 -- -- --
Ritterstr. 120 GmbH (4) Germany EUR 50.00% 1,621 -- 1,621 (1,621) -- (1,621) -- -- (61) (61)
Rizeros, a.s. Czech
Republic
CZK 100.00% 84 -- 84 (5) -- (5) 79 79 79 2
S IMMO AG (2) Austria EUR 38.37% 649,684 (649,684) -- -- -- -- 649,684 -- 1,458,579 (17,226)
Savile Row 1 Limited (6) Great Britain GBP 100.00% -- -- -- -- -- -- -- -- (3,626) 10,178
SCI MAS CANTAGRELI France EUR 100.00% 1 -- 1 (1) -- (1) -- -- (5,283) (26)
SCP AILEY (5) Monaco EUR 99.90% 1 -- 1 (1) -- (1) -- -- (1,110) (117)
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 (3)
Result of
2024
31.12.24 31.12.23 in 2024 31.12.24 31.12.23 in 2024 31.12.24 31.12.23 31.12.24
SCP CISKEY (5) Monaco EUR 99.90% 116 -- 116 (116) -- (116) -- -- (23,960) (3,169)
SCP KANDLER (2) Monaco EUR 0.00% 14 (14) -- (14) 14 -- -- -- -- --
SCP MADRID (5) Monaco EUR 99.90% 1 -- 1 -- -- -- 1 1 29 (181)
SCP PIERRE
CHARRON (5)
Monaco EUR 99.90% 19 -- 19 -- -- -- 19 19 2,151 (300)
SCP Reflets (5) Monaco EUR 99.90% 20 -- 20 (20) -- (20) -- -- (7,915) (72)
SCP VILLA DE TAHITI
(5)
Monaco EUR 99.90% 3,348 -- 3,348 -- (175) (175) 3,348 3,173 3,176 (674)
Sunčani Hvar d.d. Croatia HRK 100.00% 2,156 -- 2,156 -- -- -- 2,156 2,156 19,000 --
Sunčani Hvar Nekretnine
d.o.o.
Croatia HRK 100.00% 97,031 -- 97,031 -- -- -- 97,031 97,031 199,000 --
TEVAT LIMITED Cyprus EUR 50.00% 672,303 -- 672,303 -- -- -- 672,303 672,303 1,643,774 34
Uchaux Limited Great Britain GBP 100.00% 4 -- 4 -- (4) (4) 4 -- (3,297) (4,694)
Vitericon
Projektentwicklung
GmbH
Germany EUR 100.00% 40,210 -- 40,210 (40,210) -- (40,210) -- -- -- --
WXZ1 a.s. Czech
Republic
CZK 100.00% 76,727 -- 76,727 (42,118) (33,459) (75,577) 34,609 1,150 1,150 37
ZLATICO LIMITED (5,6) Cyprus EUR 0.10% -- -- -- -- -- -- -- -- 1,778 (34)
Difference due to rounding to thousand EUR 1 -- 1 (1) 2 1 -- 2 -- --
Total 6,328,166 (765,713) 5,562,453 (182,860) (29,837) (212,697) 6,145,306 5,349,756

(1) Acquisition occurred during the financial year

(2) Disposal occurred during the financial year

(3) Net equity calculation is based on unaudited Financial Statements in accordance with IFRS as adopted by EU

(4) Net equity calculation is based on local Financial Statements

(5) CPI PG owned indirectly 100.00%

(6) Acquisition cost is less than 500 EUR

3.2 - Loans to affiliated undertakings

2024 2023
Amount due 3,834,296 4,480,446
Value adjustments (144,633) (125,372)
Net value 3,689,663 4,355,074

The Company provides loans to affiliated undertakings with interest rate range of 0.65%-9.92% p.a. and maturity dates until January 2031. This position includes loans for financing sale of S IMMO shares to CPI EUROPE AG (formerly IMMOFINANZ AG). Further, the Company provides non-interest bearing loans to its affiliated undertakings WXZ1, CPI Bologna, APULIA INVESTMENTS 1 and five British affiliated undertakings with maturity dates until 20 March 2073 (see Note 3.1).

Results of value adjustments are reported in Note 21.

3.3 - Securities held as fixed assets

As of 31 December 2024, the Company holds the following securities classified as fixed assets:

2024 Securities
lower of cost
or market value
Securities
Fair value
based
Total
Acquisition cost
Balance at 1 January 2024 226,697 6,431 233,128
Transfer (10,350) 10,350 --
Additions for the year 13,882 -- 12,728
Disposals for the year (2,427) (6,424) (7,697)
Balance at 31 December 2024 227,802 10,357 238,159
Accumulated value adjustments
Balance at 1 January
2024
-- (1,095) (1,095)
Allocations for the year -- (9,315) (9,315)
Reversals for the year -- 1,092 1,092
Balance at 31 December 2024 -- (9,318) (9,318)
Net book/Fair value as at 1 January 2024 226,697 5,336 232,033
-
Net book/Fair value as at 31 December 2024 227,802 1,039 228,841
-------------------------------------------- --------- ------- ---------

Securities – lower of cost or recoverable value

Generation Fund Managed By DeA Capital Sgr S.p.A.

As at 31 December 2024, the Company owned 1,601 units (2023: 1,601 units) of Generation Fund managed By DeA Capital Sgr S.p.A. ("Generation Fund"), the Company's investment vehicle, in the value of EUR 180,384 thousand (2023: EUR 182,285 thousand), that represents 99.69% of all units (2023: 99.69%).

Securities – Fair value based

The Company values listed shares at fair value. The shares are quoted an active stock exchange and consequently the stock price on these markets is considered as fair value. Results of fair value adjustments are reported in Note 21.

3.4 - Other loans

2024 2023
Principal Guarantee Other Total Principal Gurarante Other Total
Amount due 141,688 13,353 -- 155,041 124,898 11,315 -- 136,213
Value adjustments -- -- -- -- -- -- -- --
Net value 141,688 13,353 -- 155,041 124,898 11,315 -- 136,213

The Company provided loan to Senales Invest S.à r.l., a company owned by primary shareholder of the Company, with interest rate of 7.91% p.a. and maturity date of 31 May 2027.

NOTE 4 - CURRENT ASSETS

4.1 - Amounts owed by affiliated undertakings becoming due and payable within one year

2024 2023
Principal Interest Other Total Principal Interest Other Total
Amount due 55,703 101,430 2,193 159,326 108,196 97,160 275,283 480,639
Value adjustments -- (7,004) (257) (7,261) (3,764) (3,056) (258) (7,078)
Net value 55,703 94,426 1,936 152,065 104,432 94,104 275,025 473,561

4.2 - Amounts owed by affiliated undertakings becoming due and payable after more than one year

2024 2023
Principal Interest Other Total Principal Interest Other Total
Amount due -- 7,017 -- 7,017 -- 5,519 -- 5,519
Value adjustments -- -- -- -- -- -- -- --
Net value -- 7,017 -- 7,017 -- 5,519 -- 5,519

4.3 - Other debtors becoming due and payable within one year

2024 2023
Interest Other Tax
authorities
Total Interest Other Tax
authorities
Total
Amount due 15,539 5,405 202 21,146 19,018 400 188 19,606
Value adjustments -- (360) -- (360) -- (360) -- (360)
Net value 15,539 5,045 202 20,786 19,018 40 188 19,246

The Company borrowed more than 30 billion Hungarian Forints (see Note 10.2) from CPI Hungary Investments in 2020 and converted this amount into Euro through a cross-currency interest rate swap (see Note 8.20). The Company recognizes interest receivable from this cross-currency interest rate swap in the amount of EUR 655 thousand (2023: EUR 699 thousand), see Note 11.

4.4 - Other debtors becoming due and payable within one year

The Company finished sale of shares of Remontées Mécaniques Crans Montana Aminona (CMA) SA to third party in May 2024. Part of the sale price was deposited on escrow account. Approximately two third of deposited amount will be released in two years. One third of deposited amount will be released in one year (see Note 4.3).

NOTE 5 - OWN SHARES

As of 1 January 2024, the Company owned 85,327,468 shares of the Company. The Company purchased its own shares in December 2023 under the share buy-back programme.

On 31 May 2024, the extraordinary general meeting of the shareholders resolved to cancel 85,327,468 shares of the Company.

On 12 December 2024, the Board of Directors of the Company decided to proceed to a buy-back of certain shares of the Company under the share buy-back programme. On 17 December 2024, the Company announced the result of the share buy-back programme. On 19 December 2024, the Company completed the acquisition of 182,918,766 shares for an aggregate price of EUR 145,237,500 (or EUR 0.784 per share). The Company intends to cancel the acquires own shares through a share capital reduction at the next general meeting.

Of the total, 137,279,597 shares were tendered by Clerius Properties (Apollo), 41,000,000 shares were tendered by an entity associated with the Vitek Family Trust. The rest of the shares were tendered by management.

NOTE 6 - PREPAYMENTS

Prepayments are mainly composed of transaction cost and discounts relating to the issuance of non-convertible loans ("Notes" - see Note 8). The corresponding issuance cost is amortized over the life of the related Notes.

The Company repurchased, tendered and subsequently cancelled some of its Notes issued (see Note 8). Transaction costs and discounts related to Notes, which were cancelled in 2024, were expensed in 2024.

2024 2023
Within
one year
Within 5
years
After
more
than 5
years
Total Within
one year
Within 5
years
After
more
than 5
years
Total
Notes issuing
costs
26,863 73,929 14,331 115,123 17,811 44,278 6,758 68,847
Credit institution
loans costs
6,592 528 -- 7,120 3,021 5,195 -- 8,216
Other 1,321 -- -- 1,321 595 -- -- 595
Total
prepayments
34,776 74,457 14,331 123,564 21,427 49,473 6,758 77,658

NOTE 7 - CAPITAL AND RESERVES

7.1 - Subscribed capital and share premium account

As of 31 December 2024, the share capital amounts to EUR 86,195,228 (2023: EUR 870,485,026) and is represented by 8,619,522,791 ordinary shares (2023: 8,704,850,259) with par value of EUR 0.01 each fully paid in.

On 31 May 2024, the extraordinary general meeting of shareholders resolved to cancel 85,327,468 shares of the Company (see Note 5).

On 29 August 2024, the extraordinary general meeting of shareholders resolved to decrease the corporate capital of the Company from the amount of 861,952,279 EUR to 86,195,228 EUR without cancellation of shares, by decreasing the par value of the existing shares from ten eurocents (EUR 0.10) to one eurocent (EUR 0.01) per share. The reduction proceeds were allocated to a distributable reserve.

7.2 - Share buy-back programme

The annual general meeting of the shareholders of the Company held on May (the "2023 AGM") approved the terms and conditions of a buy-back programme of the Company. The buy-back programme enables the Company to repurchase its own shares and authorises the Company to redeem/repurchase its own shares under the terms and conditions set forth therein. In particular, the 2023 AGM authorised the Board of Directors of the Company to repurchase, in one or several steps, a maximum number of 1,000,000,000 shares in the Company from the existing and/or future shareholders of the Company, for a purchase price comprised in the range between EUR 0.01 and EUR 5, for a period of five years from the date of the 2023 AGM. The 2023 AGM further resolved to grant power to the Board of Directors of the Company (i) to proceed with the payment of the relevant repurchase price out of the Company's available funds, (ii) to take all required actions to complete any repurchase of shares and (iii) to verify that the process of share repurchase is made in compliance with the legal provisions.

As at 31 December 2024, the Company is authorised to redeem/repurchase up to 731,753,766 own shares under the buyback programme approved by the 2023 AGM. For further terms and conditions of buyback please refer to the buyback programme of the Company, that is available on the Company's websites www.cpipg.com.

7.3 - Authorized capital not issued

The May 2024 EGM further resolved to introduce a new authorized share capital for the Company and to set it to EUR 3,885,714,285.70 for a period of 5 years and to grant to the board of directors of the Company all powers for a period of 5 years in order to carry out capital increases within the framework of this authorized share capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of this authorized share capital. The May 2024 EGM also approved the modifications of the Company's articles of association reflecting the new authorized share capital approved during the May 2024 EGM.

As at 31 December 2024, the authorised share capital of the Company amounts to EUR 3,885,714,285.70 which would authorise the issuance of up to 38,857,142,857 new ordinary shares.

7.4 - 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 by way of dividends of the legal reserve is prohibited.

7.5 - Movements in capital and reserves

Subscribed
capital
Share
premium
account
Legal
reserve
Other
reserve
Profit
brought
forward
Profit /
(loss) for
the
financial
year
TOTAL
As at 31
December 2023
870,485 606,991 59,441 -- (94,217) (188,333) 1,254,367
Allocation of
previous year's
loss
-- -- -- -- (188,333) 188,333 --
EGM 31 May
2024
cancellation
treasury shares
(8,533) (70,992) -- -- -- -- (79,525)
EGM 29 August
2024 decrease
par value
(775,757) -- -- 775,757 -- -- --
Loss for the
financial year
-- -- -- -- -- (369,695) (369,695)
As at 31
December 2024
86,195 535,999 59,441 775,757 (282,550) (369,695) 805,147

NOTE 8 - NON-CONVERTIBLE LOANS/NOTES

The Company issued several series of non-convertible loans ("Notes") under its Euro Medium Term Note Programme since September 2017. The Company issued first-time placement of private senior unsecured notes with US institutional investors in three tranches in April 2022.

Non-convertible loans consist of notes issued by the Company as follows:

ISIN Nominal
amount
Ccy Issued/purchase
price per note%
Maturity date Nominal
interest
rate
Listing
XS1917855337 3,000,000,000 JPY 100.000 8 December 2028 1.995%(7) Tokyo Pro-Bonds market
XS1950499639 450.000.000 HKD 100.000 12 February 2024(5) 4.510% Euronext Dublin
XS1982704824 550,000,000 EUR 98.676 Undated(1) 4.880% Euronext Dublin
XS2008905155 283,000,000 HKD 100.000 6 June 2026(6) 4.450%(6,7) Euronext Dublin
XS2069407786 617,588,000 EUR 98.122 23 April 2027 1.630%(7) Euronext Dublin
XS2106589471 329,816,000 GBP 98.065-98.675 22 January 2028 2.750%(8) Euronext Dublin
XS2106857746 150,000,000 SGD 100.000 Undated(2) 5.800% Euronext Dublin
XS2117757182 250,000,000 HKD 100,000 13 February 2030 3.014%(7) Euronext Dublin
XS2171875839 627,061,000 EUR 97.663 12 May 2026 2.750% Euronext Dublin
XS2231191748 525,000,000 EUR 97.410-97.600 Undated(3) 4.875% Euronext Dublin
XS2290544068 765,000,000 EUR 95.326-98.467 27 January 2031 1.500% Euronext Dublin
XS2290533020 475,000,000 EUR 97.250-98.356 Undated(4) 3.750% Euronext Dublin
XS2307032644 3,000,000,000 JPY 100.000 25 February 2025 0.710% Tokyo Pro-Bonds market
XS2394029685 2,600,000,000 JPY 100.000 7 April 2025(5) 0.350% Tokyo Pro-Bonds market
XS2432162654 680,500,000 EUR 98.046 14 January 2030 1.750% Euronext Dublin
L1300@AA8 120,000,000 USD 100.000 5 May 2027 6.020%(7) Private placement
L1300@AB6 100,000,000 USD 100.000 5 May 2028 6.060%(7) Private placement
L1300@AC4 110,000,000 USD 100.000 5 May 2029 6.150%(7) Private placement
XS2815976126 600,000,00 EUR 95.042-106 7 May 2029 7.000% Euronext Dublin
XS2904791774 750,000,000 EUR 95.132-97.876 27 January 2032 6.000% Euronext Dublin

(1) subordinated, no fixed maturity date and are callable by the Company from 18 July 2025

(2) subordinated, no fixed maturity date and are callable by the Company at the beginning of 2025

(3) subordinated, no fixed maturity date and are callable by the Company in November 2023

(4) subordinated, no fixed maturity date and are callable by the Company from 27 July 2028

(5) fully repaid in 2024

(6) partly repaid in 2024, fully repaid in 2025

(7) step-up margin 1.25% plus nominal interest rate applicable due to change of rating (8) step-up margin 1.25% plus nominal interest rate applicable due to change of rating starting in 2025 (see Note 27)

Within
one year
Within 5
years
After
more
than 5
years
2024
Total
Within
one year
Within 5
years
After
more
than 5
years
2023
Total
Nominal value 23,125 3,552,129 2,226,484 5,801,738 52,135 3,568,235 1,579,210 5,199,580
issued value 23,125 3,579,909 2,226,484 5,829,518 52,135 3,596,015 1,579,210 5,227,360
own notes -- (27,780) -- (27,780) -- (27,780) -- (27,780)
Interest 97,656 -- -- 97,656 69,036 -- -- 69,036
Total non
convertible loans
(Nominal value)
120,781 3,552,129 2,226,484 5,899,394 121,171 3,568,235 1,579,210 5,268,616
Prepayment (26,863) (73,929) (14,331) (115,123) (17,811) (44,278) (6,758) (68,847)
Deferred income 6,900 4,393 -- 11,293 1,700 6,094 -- 7,794
Total 100,818 3,482,593 2,212,153 5,795,564 105,060 3,530,051 1,572,452 5,207,563

8.1 - ISIN XS1917855337

On 10 December 2018 the Company issued JPY 3 billion of 10-year senior notes. The Company converted the issuance into Euro through a cross-currency interest rate swap and switched fixed interest rate to variable interest rate (see Note 8.21).

Since June 2024, step-up margin 1.25% was applicable.

8.2 - ISIN XS1950499639

On 12 February 2019 the Company issued HKD 450 million of 5-year senior notes. These notes were fully repaid in February 2024.

8.3 - ISIN XS1982704824

On 16 April 2019 the Company issued EUR 550 million of resettable undated subordinate notes at an issue price 98.676%. The corresponding discount has been recorded under the caption "Prepayments" (see Note 6). The notes have no fixed maturity date and are callable by the Company from 18 July 2025.

Since, first reset date, 16 October 2025, margin 4.944% p.a. will be applicable.

8.4 - ISIN XS2008905155

On 6 June 2019 the Company issued HKD 283 million of senior notes due 6 June 2026. The Company converted the proceeds into Euros through a cross-currency swap (see Note 8.21).

In November 2024 the Company partly repaid HKD 188 million of notes. As at 31 December 2024, total amount of issuance was HKD 95 million. Result of this repayment is reported in Note 22.2.

In February 2025, the Company fully repaid rest of this issuance (see Note 27).

8.5 - ISIN XS2069407786

On 28 October 2019 the Company issued EUR 750 million of senior notes, "green bonds", due 23 April 2027 at an issue price 98.122%. The corresponding discount has been recorded under the caption "Prepayments" (see Note 6).

In April 2023, the Company purchased part of issuance in nominal value of EUR 132,442,000 through an unmodified Dutch auction procedure.

In October 2024, the Company tendered part of issuance in nominal value or EUR 300,499,000, range of purchase price from 93.65% to 94.00%. Purchased notes were cancelled. Result of purchase and cancellation is reported in Note 22.2.

As at 31 December 2024, total amount of issuance was EUR 317.059 million.

8.6 - ISIN XS2106589471

On 22 January 2020 the Company issued GBP 350 million of 8-year senior green notes at as an issue price 98.675%.

On 24 January 2022 the Company issued second tranche in the amount of GBP 50 million of senior green notes at as issue price 98.065%.

The corresponding discounts have been recorded under the caption "Prepayments" (see Note 6). The Company converted the proceeds into Euros through a cross-currency swap (see Note 8.20).

In April 2023, the Company purchased part of issuance in nominal value of GBP 70,184,000 through an unmodified Dutch auction procedure.

As at 31 December 2024, total amount of issuance was GBP 329.816 million. Since January 2025, step-up margin 1.25% will be applicable.

8.7 - ISIN XS2106857746

On 23 January 2020 the Company issued SGD 150 million of perpetual subordinated notes. The corresponding discount has been recorded under the caption "Prepayments" (see Note 6). The Notes have no fixed maturity date and are callable by the Company at the beginning of 2025. The Company converted the proceeds into Euros through a cross-currency swap (see Note 8.21).

Since, first reset date, 23 July 2025, margin 4.300% p.a. will be applicable.

8.8 - ISIN XS2117757182

On 13 February 2020 the Company issued HKD 250 million of 10-year senior notes. The Company converted the proceeds into Euros through a cross-currency swap (see Note 8.21).

8.9 - ISIN XS2171875839

On 12 May 2020 the Company issued EUR 750 million of senior unsecured green bonds due 12 May 2026 at as an issue price 97.663%. The corresponding discount has been recorded under the caption "Prepayments" (see Note 6).

In April 2023, the Company purchased part of issuance in nominal value of EUR 122,939,000 through an unmodified Dutch auction procedure.

In October 2024, the Company tendered part of issuance in nominal value of EUR 370,587,000, range of purchase price from 96.75% to 97.00%. Purchased notes were cancelled. Result of purchase and cancellation is reported in Note 22.2.

As at 31 December 2024, total amount of issuance was EUR 256.474 million.

8.10 - ISIN XS2231191748

On 16 September 2020 the Company issued EUR 500 million of undated subordinate Notes at an issue price 97.410 %. The corresponding discount has been recorded under the caption "Prepayments" (see Note 6). The Notes have no fixed maturity date and are callable by the Company in November 2026.

The next day, 17 September 2020, the Company issued other 25 million of undated subordinated Notes at an issue price 97.600%. The Notes have no fixed maturity date and are callable by the Company in November 2026.

8.11 - ISIN XS2290544068

On 27 January 2021, the Company issued EUR 600 million of senior unsecured notes due 27 January 2031 at as an issue price 98.374%. On 2 February 2021, the Company issued second tranche in the amount of EUR 50 million, with issue price 98.467%.

On 8 September 2021, the Company issued third tranche in the amount of EUR 100 million, with issue price 97.50%. The latest issuance occurred on 30 December 2021 in the amount of EUR 100 million, with issue price 95.326%.

The corresponding discounts have been recorded under the caption "Prepayments" (see Note 6).

From May 2022 to July 2022 the Company purchased and cancelled notes in the amount of EUR 85 million at the purchase price 75.25%.

As at 31 December 2024, total amount of issuance was EUR 765 million.

8.12 - ISIN XS2290533020

On 27 January 2021, the Company issued EUR 400 million of undated subordinated Notes callable in 2028 at as an issue price 98.356%.

The second tranche of EUR 75 million was issued on 8 September 2021, at an issue price of 97.250%.

The corresponding discounts have been recorded under the caption "Prepayments" (see Note 6).

In October 2022 the Company purchased EUR 27.78 million of undated subordinated Notes at the purchase price 64.800 %. The difference between nominal value and purchase price has been recorded under the caption "Deferred income" (see Note 12). Purchase notes has not been cancelled.

As at 31 December 2024, outstanding amount of issuance was EUR 447.22 million.

8.13 - ISIN XS237032644

On 25 February 2021, the Company issued JPY 3 billion of senior notes. The Company converted the issuance into Euro through a cross-currency interest rate swap and switched fixed interest rate to variable interest rate (see Note 8.21).

8.14 - ISIN XS2394029685

On 25 February 2021, the Company issued JPY 2,600 million of senior notes. The Company converted the issuance into Euro through a cross-currency interest rate swap and switched fixed interest rate to variable interest rate (see Note 8.21).

In November 2024, the Company fully repaid this issuance. Result of this repayment is reported in Note 22.2.

8.15 - ISIN XS2432162654

On 14 January 2022, the Company issued EUR 700 million of senior notes, at an issue price of 98.046%. The corresponding discount has been recorded under caption "Prepayment" (see Note 6).

From May 2022 to June 2022 the Company purchased and cancelled EUR 19.5 million of senior notes at the purchase price 78.250%.

As at 31 December 2024, outstanding amount of issuance was EUR 680,500 million.

8.16 - Private placement L1300@AA8

On 5 May 2022, the Company issued USD 120 million 4-year private placement notes to US institutional investors. The Company converted issuance into Euro through a cross-currency interest rate swap (see Note 8.21).

On 29 December 2023, the Company fixed floating EUR rate through interest rate swap.

Since November 2024, step-up margin 1.25% is applicable.

8.17 - Private placement L1300@AB6

On 5 May 2022, the Company issued USD 100 million 5-year private placement notes to US institutional investors. The Company converted issuance into Euro through a cross-currency interest rate swap (see Note 8.21).

On 29 December 2023, the Company fixed floating EUR rate through interest rate swap.

Since November 2024, step-up margin 1.25% is applicable.

8.18 - Private placement L1300@AC4

On 5 May 2022, the Company issued USD 110 million 6-year private placement notes to US institutional investors. The Company converted issuance into Euro through a cross-currency interest rate swap (see Note 8.21).

Since November 2024, step-up margin 1.25% is applicable.

8.19 - ISIN XS2815976126

On 7 May 2024, the Company issued EUR 500 million 5-year senior notes, at an issue price of 95.042%. The corresponding discount has been recorded under caption "Prepayment" (see Note 6).

During November 2024, the Company issued EUR 100 million notes in two following tranches, at an issue price of 104.397%, resp. 106 %. The corresponding premiums have been recorded under the caption "Deferred income" (see Note 12).

As at 31 December 2024, outstanding amount of issuance was EUR 600 million.

8.20 - ISIN XS2904791774

On 27 September 2024, the Company issued EUR 700 million 7-year senior notes, at an issue price of 95.132%. Proceeds was used to settle tender offer of EUR 370,587,000 (see Note 8.9) and

The second tranche of EUR 50 million was issued on 5 November 2024, at an issue price of 97.876%.

The corresponding discounts have been recorded under caption "Prepayment" (see Note 6).

As at 31 December 2024, outstanding amount of issuance was EUR 750 million.

8.21 - Cross-currency interest rate swaps

The proceeds from the issuance of notes in JPY, HKD, USD, GBP and SGD the Company converted into Euro through cross-currency interest rate swaps. The Company uses the cross-currency interest rate swaps to manage its foreign currency and interest rate exposures.

The Company concluded cross-currency interest rate swap with Raiffeisen Bank International AG to convert proceeds from issuance HUF 30 billion of senior unsecured green notes with a 10-year maturity. CPI PG borrowed these proceeds from its subsidiary CPI Hungary Investments Kft. (see Note 10.2).

The fair value of the cross-currency interest rate swaps is as follows:

2024 Within one year Within 5 years After more than 5 years
Notional amount
FV
Notional amount
FV
Notional amount FV
million thousand EUR million thousand EUR million thousand EUR
GBP -- -- -- 400 482,404 1,892 -- -- --
HUF* -- -- -- -- -- -- 30,000 72,931 (23,421)
HKD -- -- -- 95 11,774 1,064 250 30,984 1,819
JPY 3,000 18,398 (5,108) 3,000 18,398 (1,566) -- -- --
USD -- -- -- 330 317,644 (4,566) -- -- --
SGD 150 105,902 7,679 -- -- -- -- -- --
Total 124,300 2,571 830,220 (2,665) 103,915 (21,602)
2023 Within one year Within 5 years After more than 5 years
Notional amount
FV
Notional amount
FV
Notional amount FV
million thousand EUR million thousand EUR million
thousand EUR
GBP -- -- -- 400 460,273 (9,459) -- -- --
HUF* -- -- -- -- -- -- 30,000 78,370 (15,063)
HKD 450 52,135 3,312 283 32,787 1,318 250 28,964 614
JPY -- -- -- 8,600 55,012 (8,986) -- -- --
USD -- -- -- 220 199,095 (13,469) 110 99,548 (7,563)
SGD -- -- -- 150 102,803 5,976 -- -- --
Total 52,135 3,312 849,970 (24,620) 206,882 (22,012)

(*) cross currency interest rate swap linked to received loan from CPI Hungary Investments Kft.

8.22 - Costs linked to Non-convertible loans/Notes

In 2024, non-convertible loans generated expenses in the amount of EUR 233,967 thousand (2023: EUR 139,678 thousand), see Note 22.2.

8.23 - Covenants on Notes

The issued Notes are subject to covenants (detail of covenants is available in the Company prospectus on the Company's website). As at 31 December 2024 and 2023, all covenants were met.

NOTE 9 - AMOUNTS OWED TO CREDIT INSTITUTIONS

Credit facilities are summarized in the following table:

2024 2023
Total Within
one
year
Within 5
years
After
more
than 5
years
Total Within
one
year
Within 5
years
After
more
than 5
years
Total
Principal 343,000 -- -- 343,000 20 1,441,000 -- 1,441,020
Interest 12,110 -- -- 12,110 7,408 -- -- 7,408
Total
amounts
owed to
credit
institution
355,110 -- -- 355,110 7,428 1,441,000 -- 1,448,428
Prepayment (6,592) (528) -- (7,120) (3,018) (5,195) -- (8,213)
Deferred
income
-- -- -- -- -- -- -- --
Total 348,518 (528) -- 347,990 4,410 1,435,805 -- 1,440,215

9.1 - Schuldschein instruments

In 2019 the Company started with Promissory Loans, traditional German loan-style instruments called Schuldschein, with UniCredit Bank AG and Raiffeisen Bank International AG. In April/May 2022 the Company placed other promissory notes in the amount of EUR 183 million to increase open balance to EUR 193 million. Schuldschein instruments are due from 2026 to 2028.

On 28 December 2023, the Company fixed floating rate through interest rate swap.

9.2 - EUR 700 million revolving credit facility

In November 2020 the Company signed unsecured EUR 700 million revolving credit facility with ten international banks with floating interest rate linked to EURIBOR. The facility matures in January 2026. There was no open amount as at 31 December 2024.

9.3 - EUR 100 million term facility agreement SMBC

On 27 June 2022, the Company entered in unsecured term facility agreement with SMBC BANK EU AG. The Company drew the loan at the end of June with maturity in January 2026 and floating interest rate. The Company partly repaid half of the loan in July 2023. Open amount as at 31 December 2024 is EUR 50 million.

9.4 - EUR 100 million term facility agreement MUFG

On 3 March 2023, the Company entered in unsecured term facility agreement with MUFG Bank (Europe) N.V. Germany Branch. The Company drew the loan on 09 March 2023 with maturity in March 2028 and floating interest rate. On 24 March 2023, the Company fixed floating interest rate through interest rate swap.

9.5 - EUR 635 million bridge facility agreement

On 30 August 2023, the Company entered into bridge loan from Banco Santander, Societe Generale, Komerční banka, Raiffeisenbank, SMBC, Barclays and Erste Bank with floating interest rate. The Company had unconditional right to effectively defer settlement of this facility to October 2026. Loan was fully repaid in 2024.

9.6 - EUR 400 million Commitment Letter

On 29 November 2024, the Company signed a Commitment Letter with Banco Santander, Raiffeisen Bank, Barclays Bank, Goldman Sachs, Komerční banka and Erste Group Bank about future Revolving credit facility agreement with frame EUR 400 million. In January 2025, the Company executed this Revolving credit facility agreement (see Note 27).

9.7 - Costs linked to Amounts owed to credit institutions

In 2024, the credit facilities, unsecured term loans and Schuldschein generated expenses in the amount of EUR 75,107 thousand (2023: EUR 139,462 thousand), see Note 22.2.

9.8 - Covenants on bank loans

Bank loans are subject to covenants. The covenants were met as at 31 December 2024 and 2023. The bank loans covenants are fully aligned with the Company's EMTN programme.

NOTE 10 - AMOUNTS OWED TO AFFILIATED UNDERTAKINGS

10.1 - Amounts owed to affiliated undertakings, becoming due and payable within one year

2024 2023
Principal 98,083 765,240
Interest 81,266 101,832
Other 42,891 57,214
Total 222,240 921,286

The Company concluded Cash pooling framework agreement with CPI FIM SA (Sub-pool leader) in February 2020. The principal in the amount of EUR 19,729 thousand (2023: EUR 4,068 thousand) and EUR 59 interest (2023: EUR 19) are reported as Other.

10.2 - Amounts owed to affiliated undertakings, becoming due and payable after more than one year

2024 2023
Principal 2,554,504 2,637,998
Interest 4,434 5,652
Total 2,558,938 2,643,650

The Company received loans with interest range 2.30% - 6.0% p.a. (2023:2.3% - 6.99%) with maturity until at 6 August 2030.

NOTE 11 - OTHER CREDITORS BECOMING PAYABLE WITHIN ONE YEAR

2024 2023
Interest 424 424
Others 218,496 1,415
Total 218,920 1,839

From its subsidiary CPI Hungary Investments, the Company borrowed 30 billion Hungarian Forint (see Note 10.2) in 2020 and converted this amount into Euro through a cross-currency interest rate swap (see Note 8.21). The Company recognizes interest payable from this cross-currency interest rate swap in the amount of EUR 424 thousand (2023: EUR 424 thousand), see Note 4.3.

Other includes received advance for the sale price in the amount of 218 million EUR from buyer, Eagle Hills Zagreb (see Note 3.2).

NOTE 12 - DEFERRED INCOME

Deferred income consists of premium that arose from the issuance of notes under EMTN programme (see Note 8.13 and 8.19).

2024 2023
Within
one year
Within 5
years
After
more
than 5
years
Total Within
one year
Within 5
years
After
more
than 5
years
Total
Deferred
income on
Notes
6,899 4,393 -- 11,292 1,700 6,094 -- 7,794
Total 6,899 4,393 -- 11,292 1,700 6,094 -- 7,794

NOTE 13 - OTHER OPERATING INCOME

The other operating income includes remuneration for providing comprehensive and professional services in expert and in an efficient manner.

2024 2023
Services provided to affiliated 2,025 333
Others -- --
Total 2,025 333

NOTE 14 - OTHER EXTERNAL EXPENSES

Other external expenses are composed as follows:

2024 2023
Rental, maintenance and repairs 12 12
Financial services 201 527
Bank fees 56 40
Professional fees: 14,374 4,328
legal fee 928 1,446
audit fee 324 457
advisory fee 6,156 146
other fee 170 152
management fee from affiliated 6,796 2,127
Advertising, publications, public relations 155 158
Insurance fee 165 146
Travelling costs 113 70
Other various fees 292 77
Total 15,368 5,358

NOTE 15 - STAFF COSTS

The Company had ten employees in 2024 (2023: six).

2024 2023
Wages and salaries 1,555 830
Social security cost 111 126
Total 1,666 956

NOTE 16 - VALUE ADJUSTMENTS IN RESPECT OF CURRENT ASSETS

2024 2023
Affiliated undertakings (2,519) (3,227)
Others -- --
Total (2,519) (3,227)

The positive value represents partial release of value adjustments.

NOTE 17 - OTHER OPERATING EXPENSES

2024 2023
Directors - attendance fees 240 126
Audit Committee - attendance fees 9 8
Vitericon litigation -- 481
Others 1,869 27
Total 2,118 642

NOTE 18 - INCOME FROM PARTICIPATING INTERESTS DERIVED FROM AFFILIATED UNDERTAKINGS

2024 2023
Dividend 33,513 17,797
Gain from sale of affiliated undertakings – Next Re SIIQ -- 512
Total 33,513 18,309

NOTE 19 - INCOME FROM OTHER INVESTMENTS AND LOANS FORMING PART OF THE FIXED ASSETS

In 2024, the loans provided generated interest income of EUR 125,126 thousand (2023: EUR 138,388 thousand).

In 2024, the Company received dividends from other shares in the amount EUR 8,687 thousand (2023: EUR 1,407 thousand), interest in the amount of EUR 14,885 thousand (2023: EUR 18,442 thousand) and gain from sale of other shares in the amount of EUR 1,208 thousand.

NOTE 20 - OTHER INTEREST RECEIVABLE AND SIMILAR INCOME

20.1 - Derived from affiliated undertakings

2024 2023
Interest 791 41
Foreign currency exchange gains 2,962 11,671
Other 112 --
Total 3,865 11,712

20.2 - Other interest and similar income

Other interest and similar income include primarily interest from cross-currency interest rate swaps.

2024 2023
Interest 69,942 52,983
Foreign currency exchange gains 5,328 4,743
Other 3,664 15,986
cross-currency swap settlement 3,519 15,938
Other 145 48
Total 78,934 73,712

NOTE 21 - VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS

Value adjustments of financial assets are composed as follows:

2024 2023
Shares (29,839) (33,984)
Investments held as fixed assets 9,314 638
Fair value adjustments 9,314 638
Loans (19,260) 10,320
Affiliated undertakings (19,290) 10,320
Total (58,413) (23,026)

Positive value represents partial release of value adjustments.

NOTE 22 - INTEREST PAYABLE AND SIMILAR EXPENSES

22.1 - Concerning affiliated undertakings

2024 2023
Interest 154,728 123,725
Foreign currency exchange losses (reversal of FX losses of previous year) (280) 394
Other 73,594 7,049
loss on sale of affiliated undertakings – S IMMO AG to CPI EUROPE AG (formerly
IMMOFINANZ AG) and GENA NEUN Beteiligungsverwaltung GmbH
41,088 --
loss on sale of affiliated undertakings – Remontées Mécaniques Crans Montana
Aminona (CMA) SA
20,278 --
loss on sale of affiliated undertakings – CPI EUROPE AG (formerly IMMOFINANZ
AG)
-- 832
loss on liquidation of affiliated undertakings 655 6,171
waiver to affiliated undertakings 11,526 --
other 47 46
Total 228,042 131,168

22.2 - Other interest and similar expenses

Other interest and similar expenses include primarily interest from notes and cross-currency interest rate swaps.

2024 2023
Interest 298,798 301,553
linked to Notes 233,306 202,677
linked to credit institutions 65,492 98,876
other -- --
Foreign currency exchange losses 21,201 1,344
Other 11,698 (17,696)
costs linked to Notes – regular 21,330 16,814
costs linked to Notes – repayment (20,666) (79,813)
costs linked to credit institutions - regular 4,752 40,586
costs linked to credit institutions – repayment 4,872 --
financial provision – Vitericon litigation -- 3,027
other 1,410 1,690
Total 331,697 285,201

NOTE 23 - TAX ON PROFIT OR LOSS

The Company is subject to Luxembourg income and net wealth taxes. As at 31 December 2024, the Company reported payables against the Luxembourg Tax Administration in the amount of EUR 90 thousand (2023: EUR 270 thousand).

2024 2023
Tax on profit or loss – withholding tax -- --
Other taxes (1,885) 1,059
net wealth tax (526) 1,059
withholding tax (1,359) --
foreign taxes -- --
Total (1,885) 1,059

NOTE 24 - OFF BALANCE SHEET COMMITMENTS AND CONTINGENCIES

Subordination of loan

The Company issued a subordination of loan and a comfort letter to the following affiliated companies:

  • without limit:
    • o CPI Next Level Ventures GmbH
    • o GSG Berlin Invest GmbH
    • o Gebauer Höfe Liegenschaften GmbH
    • o MACKWORTH PROPERTIES LIMITED
  • with limit 40 MCHF
    • o ONE Properties SA

Letter of Support

The Company issued Letters of Support to British entities to confirm its intention to provide support to these entities at least one year.

Comfort letter

In 2012, the Company issued the following comfort letters to GSG Asset KG for their contracting partner Techem Energy Contracting GmbH still valid in 2024 in the amount of EUR 132 thousand.

Other Guarantee, warranties

CPI Hotels Italy

The Company concluded an agreement with HSBC France, acting through its branch HSBC France – pobočka Praha ("HSBC"), in relation to a bank guarantee for its affiliated entity CPI Hotels Italy S.r.l. Under this agreement, HSBC will provide a guarantee to IHG Hotels Limited up to amount of EUR 50,000 until December 31, 2031.

Aareal Bank AG

The Company entered into the cost gap guarantee agreement with Aareal Bank AG to fund capital expenditures of Equator IV Offices sp. z o.o., Eurocentrum Offices sp. z o.o. and WFC Investments sp. z o.o. up to the aggregate amount of 20 MEUR.

Credit Facility Agreements

As at balance sheet date, the Company has contracted below the credit facility agreements with its undertakings affiliated:

2024 2023
Undertakings Drawdown Limit (MEUR) Drawdown Limit (MEUR)
1 Bishops Avenue Limited 14 16
7 ST JAMES'S SQUARE LIMITED 124 89
APULIA INVESTMENTS 1 S.R.L. -- 2
APULIA INVESTMENTS 2 S.R.L. -- 2
Baron Puglia S.r.l. 35 35
CM Hotels SA 3 3
CPI Alberghi HI Roma S.r.l. 5 5
CPI Bologna S.P.A. 21 21
Undertakings 2024
Drawdown Limit (MEUR)
2023
Drawdown Limit (MEUR)
CPI EUROPE AG (formerly IMMOFINANZ AG) 340 --
CPI FIM SA 4,217 4,667
CPI Hibiscus S.r.l. 55 55
CPI Italy - S.r.l. 6 6
CPI Lambrate S.r.l. 20 --
CPI Medici S.r.l. 7 7
CPI Next Level Ventures GmbH 85 85
CPI PARKING S.r.l. 6 6
CPI Sicilia -S.r.l. 40 --
Duca Puglia S.r.l. 8 8
Freccia Alata 2 S.r.l. 26 26
GENA NEUN Beteiligungsverwaltung GmbH 160 --
GSG Energiemanagement GmbH 5 5
Mackworth Properties Limited 2 2
Millennium S.r.l. 2 2
Moritzstr. 23 GmbH 5 5
Next RE Siiq S.p.A 4 58
ONE Properties SA 74 75
PARCO DELLE CASE BIANCHE, S.R.L. 30 30
Peabody Lamaro Roma S.r.l. 2 2
Rathenower Str. 63-64 GmbH 6 6
Ritterstr. 120 GmbH 10 10
Savile Row 1 Limited 9 8
SCI MAS CANTAGRELI 1 20
SCP AILEY 6 20
SCP CISKEY 55 57
SCP KANDLER -- 20
SCP MADRID 6 20
SCP PIERRE CHARRON 20 20
SCP VILLA DE TAHITI 20 20
Spojené farmy a.s. 4 4
TEVAT LIMITED 2 2
Uchaux Limited 2 2

As at balance sheet date, the Company has contracted below the credit facility agreements with related party:

Related party 2024 2023
Drawdown Limit (MEUR) Drawdown Limit (MEUR)
Senales Invest S.à r.l. 450 450

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 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, without prejudice to interest. 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 the Company and certain other defendants has not resulted in the inadmissibility of the litigation against the Company's subsidiary CPI FIM SA and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against CPI FIM SA. On 28 March 2023 the court of appeal has rejected the appeal and therefore the case will be heard on the merits before the first instance Luxembourg Court during 2025.

Kingstown disputes in the United States

On 10 April 2019, a group of Kingstown companies, Investhold LTD and Verali Limited (together, the "Kingstown Plaintiffs") filed a claim in the United States District Court of the Southern District of New York (the "SDNY Court") against, among others, CPIPG and Mr. Radovan Vítek (together, the "CPIPG Defendants"). The claims brought by the Kingstown Plaintiffs against CPIPG include alleged violations of RICO.

CPIPG believes that the claims are without merit and were designed to create negative press attention for CPIPG and to force an undue settlement. The Group's business has been totally unaffected by the New York lawsuit and by similar attempts by the Kingstown Plaintiffs to harm the reputation of CPIPG and Mr. Vítek. CPIPG reported superb preliminary operating results for 2019 and is pleased to have successfully issued nearly EUR 2 billion of bonds on the international capital markets since the New York lawsuit was filed.

On 10 September 2019, the CPIPG Defendants filed a motion to dismiss the case in the SDNY Court. On 22 November 2019, the Kingstown Plaintiffs filed an amended complaint in the SDNY Court. The amended complaint adds new non-US defendants and simply continues the false campaign against CPIPG and Mr. Vítek. The amended complaint does nothing to cure the serious jurisdictional deficiencies and pleading defects present in the original complaint.

On 14 February 2020, the CPIPG Defendants filed a motion to dismiss the amended complaint. The arguments presented in the motion resemble those presented by the CPIPG Defendants in September 2019 and are further refined given the new allegations:

  • i. The Kingstown Plaintiffs have failed to justify the application of RICO outside the United States;
  • ii. The SDNY Court lacks jurisdiction over the CPIPG Defendants;
  • iii. The Kingstown Plaintiffs' alleged RICO claims are time-barred under RICO's four-year statute of limitations;
  • iv. The SDNY Court is an improper forum to hear the case given that, among other things, Kingstown initiated nearly identical proceedings in Luxembourg in January 2015 which are still pending against some of the CPIPG Defendants;
  • v. The Kingstown Plaintiffs have nonetheless failed to adequately state any claim against the CPIPG Defendants.

On 4 September 2020, the SDNY Court granted the CPIPG Defendants' motions to dismiss. The SDNY Court ruled that the case should defer to the existing proceedings in Luxembourg, which is the locus where most of the relevant evidence in the case is located. The SDNY Court also determined that Luxembourg would be a more convenient forum for litigation, and that Luxembourg's legal system was sufficiently adequate to allow for the resolution of Kingstown Plaintiffs' claims.

The Kingstown Plaintiffs appealed the dismissal decision to the Second Circuit Court of Appeals on 5 October 2020, which they were entitled to do as of right under U.S. law. The Kingstown Plaintiffs' appeal is limited to identifying certain purported errors that the District Court made in reaching its decision and cannot introduce new facts or arguments that were not raised before the District Court during the motion to dismiss briefing.

The hearing on the appeal took place on 10 December 2021. On 1 September 2022, the Court of Appeals issued a summary order affirming the judgement of the SDNY Court. The Court of Appeals considered the Claimants' arguments and found them without merit. The RICO case is thus over and the Court of Appeals confirmed CPIPG Defendants' position.

On 3 June 2020, Kingstown filed yet another complaint against CPIPG and Mr. Radovan Vitek in New York. This time, Kingstown filed in New York State court, alleging that they were somehow defamed through April 2019 press releases and other statements in relation to Kingstown's first- filed U.S. lawsuit, which is currently pending in the SDNY Court.

On 18 September 2020 CPIPG moved to dismiss the complaint, arguing that they were not subject to personal jurisdiction in New York, and that the alleged defamatory statements were not actionable under New York law. On 6 April 2021, the defamation claim filed in June 2020 by Kingstown was dismissed in its entirety. Kingstown appealed the dismissal, but on 5 May 2022 the Supreme Court of the State of New York, Appellate Division, affirmed the decision of the lower court, dismissing Kingstown's defamation case. The court stated that "plaintiffs failed to establish personal jurisdiction over defendants and failed to demonstrate an articulable nexus between defendants' New York activities and the cause of action for defamation."

The Group did not account for any provision in respect of the Kingstown disputes.

Disputes related to warrants issued by CPI FIM SA

The Company's subsidiary CPI FIM SA 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 CPI FIM for approximately EUR 1.2 million in relation to the Change of Control Notice published by CPI FIM SA, 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 CPI FIM SA for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. CPI FIM SA 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.

Vitericon

On 15 March 2019, the Company received a summons from the Berlin Court. The Company was sued by an insolvency administrator of the Company's former subsidiary Vitericon. The insolvency administrator was claiming invalidity of an intragroup debt settlement from 2013 and demanded a payment of EUR 10.4 million from the Company. The first instance court fully rejected the claim of the insolvency administrator, but in February 2023 the second instance court decided in his favor. Accordingly, the Company paid the full amount, including interest, totaling approximately to EUR 17 million.

Cyprus litigation

In January 2023 CPIPG received information about the filing of a lawsuit before the District Court of Nicosia, Republic of Cyprus, by Mr. Marek Čmejla, Mr. Jiří Diviš and entities controlled by them (Investhold Limited and Verali Limited). The claim includes a temporary injunction which purports to prevent CPIPG from disposing assets which would have the effect of CPIPG's assets falling below the value of EUR 535 million, which is the alleged value of the claim. According to the decision of the District Court issued in July 2024, the injunction will remain in force until the final adjudication of the claim. CPIPG has appealed against the decision and is confident that the injunction will be cancelled on appeal.

CPIPG understands that the lawsuit simply recycles old allegations and claims pursued in previous lawsuits, which have been consistently and categorically denied. The alleged claim puts forward figures without any factual basis. Furthermore, CPIPG does not believe that Cyprus Courts have jurisdiction on this claim or that Cyprus is an appropriate forum and, along with other defendants, is challenging the jurisdiction of the Cyprus Courts. CPIPG is taking all appropriate action to defend our company and our stakeholders.

Investhold Limited and Verali Limited are offshore vehicles of Mr. Čmejla, a Czech citizen, and Mr. Diviš, a Swiss citizen of Czech origin. In connection with the privatization of Mostecká uhelná (a Czech coal mining company) Mr. Čmejla and Mr. Diviš were convicted of fraud and money laundering in Switzerland. In 2019, the above offshore vehicles and their principals, together with Kingstown, filed a lawsuit against CPIPG and Mr. Radovan Vitek and other parties (alleging violations of the RICO act) in the United States described earlier.

With the United States RICO case dismissed both at first instance and on appeal, it appears that the claimants are pursuing yet another vexatious and unjustified claim without merit whatsoever.

NOTE 25 - REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors attendance compensation for the year 2024 amounts to EUR 240,000 (2022: EUR 126,000 - see Note 17). The Annual General Meeting held on May 31, 2024 resolved to approve, with the effect as of 1 January 2024, the payment of attendance fees to all independent, non-executive Directors of the Company in the amount of EUR 5,000 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 5,000 per calendar month to independent, non-executive Directors of the Company. There was extra compensation during the year 2024 to director for overseeing completion of independent review of short seller allegations.

NOTE 26 - RELATED PARTY TRANSACTIONS

Entity owned by the Company (directly and indirectly)

The list contains only affiliated, with whom the Company considers transaction in 2024 and 2023. The full list of subsidiaries is presented in the CPI PG's annual report, available at www.cpipg.com.

1 Bishops Avenue Limited 7 ST JAMES'S SQUARE LIMITED APULIA INVESTMENTS 1 S.R.L. APULIA INVESTMENTS 2 S.R.L. Baron Puglia S.r.l. CM Hotels SA CODIAZELLA LTD CPI - Bor, a.s. CPI - Land Development, a.s. CPI Alberghi HI Roma S.r.l. CPI Bologna S.P.A. CPI EUROPE AG (formerly IMMOFINANZ AG) CPI FIM SA CPI Finance (BVI) Limited CPI Hibiscus S.r.l. CPI Hotels Poland sp. z o.o. CPI Hotels Slovakia, s. r. o. CPI Hotels, a.s. CPI Hungary Investments Kft. CPI Italy - S.r.l. CPI Lambrate S.r.l. CPI Medici S.r.l. CPI Next Level Ventures GmbH CPI Park Žďárek, a.s. CPI PARKING S.r.l. CPI Project Invest and Finance, a.s. CPI REAL ESTATE ITALY S.P.A. CPI Services d.o.o. Beograd CPI Services, a.s.

CPI Sicilia -S.r.l. Czech Property Investments, a.s. Duca Puglia S.r.l. Equator IV Offices sp. z o.o. Estate Grand, s.r.o. Eurocentrum Offices sp. z o.o. Freccia Alata 2 S.r.l. GENA NEUN Beteiligungsverwaltung GmbH Generation Fund Globalworth Real Estate Investments Limited GSG Berlin GmbH (formerly Gewerbesiedlungs-Gessellschaft mbH) GSG Energiemanagement 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 Karpouzisi S.à r.l. (formerly ENDURANCE HOSPITALITY FINANCE S.à r.l.) Land Properties, a.s. Mackworth Properties Limited Millennium S.r.l. Unipersonale Moritzstr. 23 GmbH

Next RE Siiq S.p.A ONE Properties SA formerly (CMA Immobilier SA) Parco delle Case Bianche, S.r.l. Peabody Lamaro Roma S.r.l. Pinsirot, s.r.o. Rathenower Str. 63-64 GmbH Remontées Mécaniques Crans Montana Aminona (CMA) SA Ritterstr. 120 GmbH Rizeros, a.s. S IMMO AG Savile Row 1 Limited SCI MAS CANTAGRELI SCP AILEY SCP CISKEY SCP KANDLER SCP MADRID SCP NEW BLUE BIRD SCP PIERRE CHARRON SCP VILLA DE TAHITI Spojené farmy a.s. Statenice Property Development, a.s. Sunčani Hvar d.d. SUNČANI HVAR REAL ESTATE Ltd. TEVAT LIMITED Uchaux Limited Vitericon Projektentwicklung GmbH WFC Investments sp. z o.o. WXZ1 a.s. v likvidaci Zerodix Sàrl

Transactions with these partners are part of Note from 3.1 to 4.2, 10.1, 10.2, 13, 14, from 16 to 20.1, 21 and 22.1.

As related party is considered Mr. Radovan Vítek and entity owned by or linked to Mr. Radovan Vítek. These entities ar reported as Other in 2024 and 2023

  • Larnoya Invest S.à r.l.
  • Senales Invest S.à r.l.

Transactions with these partners are part of Note 3.4, 4.3, 7 and 19.2.

NOTE 27 - POST BALANCE SHEET EVENTS

In January 2025 was adopted the renaming of IMMOFINANZ AG to CPI Europe AG at the extraordinary general meeting. Officially it took effect on 11 March 2025 with the entry in the Company Register. On 25 March 2025, the Company provided, as the shareholder the non-monetary contribution to its subsidiary, CPI EUROPE HOLDING 1, a.s. The non-monetary contribution means a transfer of 101,228,889 no-par value shares of the company CPI EUROPE AG.

On 7 February 2025, the Company finished sale of shares of SUNČANI HVAR NEKRETNINE d.o.o. and SUNČANI HVAR d.d. to Eagle Hill Zagreb (see Note 3.1).

On 24 February 2025, the Company early repaid issuance of HKD notes in the amount of HKD 95 MEUR (see Note 8.4).

There have been other material post balance sheet events that would require disclosure or adjustment to these annual accounts.