CPI Property Group

(société anonyme)

40, rue de la Vallée

L-2661 Luxembourg

R.C.S. Luxembourg: B 102 254

Press Release – Corporate News

Luxembourg, 16 April 2026

THE DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE REGULATIONS

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PRESS RELEASE

APPROVAL OF THE OFFER DOCUMENT

• Offer price: Euro 3.00 in cash for each ordinary share of Next RE SIIQ S.p.A. tendered
• Acceptance period: from 8.30 am (Italian time) on 20 April 2026 to 5.30 pm (Italian time) on 15 May 2026, inclusive, unless the Acceptance Period is extended
• Payment date: 22 May 2026, unless the Acceptance Period is extended.

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Luxembourg, 16 April 2026 – With reference to the voluntary public tender offer announced to the market on 2 March 2026 (the "Offer"), launched by CPI Property Group S.A. (the “Offeror”), pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented ("TUF"), concerning a maximum of 4,413,586 ordinary shares of NEXT RE SIIQ S.p.A. (“Next RE” or the "Issuer") listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A. (“Shares Subject to the Offer”), following the announcements regarding the suspension and restart of the examination terms, the Offeror announces that, today, Consob, by resolution no. 23951, approved the document relating to the Offer (the "Offer Document") pursuant to Article 102, paragraph 4, of the TUF.

Consideration. As consideration for the Offer, the Offeror will pay Next RE shareholders a cash consideration of Euro 3.00 for each Share Subject to the Offer tendered in acceptance of the Offer; this consideration will be paid to those accepting the Offer on the fifth trading day following the close of the Acceptance Period, and therefore on 22 May 2026 (unless extended), upon the simultaneous transfer of ownership of the shares tendered under the Offer. In the event of full acceptance of the Offer, the maximum total outlay will therefore amount to Euro 13,240,758.

Acceptance Period. Pursuant to Article 40(2) of Consob Regulation 11971/1999, as subsequently amended and supplemented (the "Issuers' Regulation"), the acceptance period for the Offer (the "Acceptance Period"), agreed with Borsa Italiana S.p.A., will commence at 8.30 am on 20 April 2026 and end at 5.30 pm on 15 May 2026 (both dates inclusive), unless the Acceptance Period is extended. 15 May 2026 will therefore be the last day on which the Offer may be accepted, unless extended.

Should the relevant conditions be met, pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulation the Acceptance Period will be reopened for five consecutive open trading days, specifically for the sessions of 25, 26, 27, 28 and 29 May 2026, subject to any extension of the Acceptance Period (the "Reopening of the Terms"). In such case, 29 May 2026 will therefore represent the last day to tender into the Offer. In the event of a Reopening of the Terms, payment of the Consideration for the shares tendered into the Offer during the Reopening of the Terms period will take place on the fifth open trading day following the close of the Reopening of the Terms period, i.e. on 5 June 2026, subject to any extension of the Acceptance Period.

The Offer represents the means by which the Offeror intends to acquire all of the Next RE shares and, consequently, to obtain the delisting of the listed shares from Euronext Milan (the "Delisting"). Therefore – upon the occurrence of the relevant conditions – the Offeror does not intend to restore a sufficient free float to ensure the regular trading of the listed shares. The Offer is therefore aimed at the Delisting and is addressed indiscriminately and on equal terms to all holders of the Shares Subject to the Offer, and is promoted exclusively in Italy.

Publication. The Offer Document, containing a detailed description of the terms and conditions of the Offer, as well as, amongst other things, the procedures for accepting the Offer, will be published in accordance with applicable law on the Issuer's website (www.nextresiiq.it) and on the Offeror's website (www.cpipg.com). The public will be informed of the aforementioned publication and the methods of distribution of the Offer Document by means of a specific press release.

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Press release issued by CPI Property Group S.A. and distributed by NEXT RE SIIQ S.p.A. at the request of CPI Property Group S.A.

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WARNING

The Offer is being promoted in Italy, as the Listed Shares are listed on Euronext Milan, organized and managed by Borsa Italiana, and is addressed, without distinction and on equal terms, to all shareholders of the Issuer.

The Offer will not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan, or any other country in which the Offer is not permitted without authorization from the competent local authorities or is carried out in violation of rules or regulations (the "Other Countries"), nor using international communication or trade instruments (including, by way of example, the postal network, fax, telex, e-mail, telephone, and the Internet) of the United States of America, Australia, Canada, Japan, or the Other Countries, or any facility of any financial intermediaries in the United States of America, Australia, Canada, Japan, or the Other Countries, or in any other manner.

The Offer will be made by publishing the relevant Offer Document, subject to approval by CONSOB. The Offer Document will contain a full description of the terms and conditions of the Offer, including the methods of acceptance.

Copies of the Communication, or any portion thereof, as well as copies of any document relating to the Offer (including the Offer Document), are not and shall not be sent, transmitted in any way, or otherwise distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan, or the Other Countries. Anyone who receives the above documents shall not distribute, send, or mail them (either by post or by any other means or instrument of international communication or commerce) in the United States of America, Australia, Canada, Japan, or Other Countries.

The Communication, as well as any other document relating to the Offer (including the Offer Document), does not constitute and cannot be interpreted as an offer of financial instruments to persons domiciled and/or resident in the United States of America, Canada, Japan, Australia, or Other Countries. No instrument may be offered or sold in the United States of America, Australia, Canada, Japan or Other Countries without specific authorization in accordance with the applicable provisions of local law in those States or Other Countries or an exemption from those provisions.

Participation in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions under laws or regulations. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before participating in the Offer, to verify their existence and applicability by consulting their advisors. No acceptances of the Offer resulting from solicitation activities carried out in violation of the above restrictions will be accepted.

For further information, please contact:

Investor Relations

Moritz Mayer

Manager, Capital Markets
m.mayer@cpipg.com
 

For more on CPI Property Group, visit our website: www.cpipg.com

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