Century Properties Group, Inc.CPG

Merger of the Company with Phirst Park Homes Inc, with CPGI as the surviving entity

Pursuant to the Board of Director’s approval last 13 April 2026 of the merger between the Company and PHirst Park Homes Inc (PPHI), with CPGI as the surviving Company, Board of Directors approved today the Articles and Plan of Merger involving the Company and PPHI, pursuant to the provisions of the Revised Corporation Code of the Philippines.

Under the proposed merger, the Company shall be the surviving corporation, while PPHI shall be absorbed into the Company upon the effectivity of the merger and the issuance by the Securities and Exchange Commission ("SEC") of the corresponding Certificate of Merger.

The proposed merger forms part of the Company's internal corporate restructuring initiatives aimed at streamlining operations, enhancing organizational efficiency, optimizing resource allocation, and realizing operational synergies within the group. The proposed merger is not expected to result in any material change in the Company's ultimate ownership structure, business operations, or strategic direction.

The approved Articles and Plan of Merger will be presented to the stockholders of the Company for their consideration and approval during the Company's Annual Stockholders' Meeting scheduled to be held on 24 July 2026.

The execution and implementation of the Articles and Plan of Merger remain subject to the approval of the stockholders of the constituent corporations, the approval of the SEC, and compliance with all applicable regulatory requirements.

Pursuant to the Board of Director’s approval last 13 April 2026 of the merger between the Company and PHirst Park Homes Inc (PPHI), with CPGI as the surviving Company, Board of Directors approved today the Articles and Plan of Merger involving the Company and PPHI, pursuant to the provisions of the Revised Corporation Code of the Philippines.

Under the proposed merger, the Company shall be the surviving corporation, while PPHI shall be absorbed into the Company upon the effectivity of the merger and the issuance by the Securities and Exchange Commission ("SEC") of the corresponding Certificate of Merger.
The proposed merger forms part of the Company's internal corporate restructuring initiatives aimed at streamlining operations, enhancing organizational efficiency, optimizing resource allocation, and realizing operational synergies within the group. The proposed merger is not expected to result in any material change in the Company's ultimate ownership structure, business operations, or strategic direction.

The approved Articles and Plan of Merger will be presented to the stockholders of the Company for their consideration and approval during the Company's Annual Stockholders' Meeting scheduled to be held on 24 July 2026.

The execution and implementation of the Articles and Plan of Merger remain subject to the approval of the stockholders of the constituent corporations, the approval of the SEC, and compliance with all applicable regulatory requirements.

The merger aims to improve resource allocations and operational synergies, enhance financial management, utilize tax assets, and enhance regulatory and tax administration efficiencies.

The merger aims to improve resource allocations and operational synergies, enhance financial management, utilize tax assets, and enhance regulatory and tax administration efficiencies.

As of the Effective Date, PPHI shall transfer all its assets and liabilities to CPGI to implement an ordinary merger treated as such under Title IX of the Revised Corporation Code and Section 40(C)(2) in relation to Section 40(C)(6)(b) of the Tax Code. CPGI shall issue Common Shares as determined under Section 2 below in exchange for the assets and liabilities of PPHI.

2. There will be such number of CPGI Common Shares that will be issued in exchange for the shares of PPHI as shall be equivalent to the par value of the shares of PPHI based on the thirty (30)-day volume weighted average price (VWAP) of CPGI Common Shares [as of 30 April 2026, subject to final confirmation in the definitive supporting schedules and corporate approvals.] Any and all shares of CPGI issued pursuant to the Merger which become treasury shares of CPGI upon the effectivity of the Merger shall be retired within one hundred eighty (180) days from issuance, subject to compliance with applicable law, rules, and regulations.


3. The results of operations and any change in the assets and liabilities of PPHI
from 1 January 2026 shall not affect the determination of the number of CPGI
Common Shares that will be issued pursuant to the Merger. Any net income earned by PPHI from 1 January 2026 until the Effective Date shall be recognized by CPGI for its account and any net loss incurred by PPHI during the same period shall be absorbed and be for the account of CPGI.


4. It shall be understood that the valuation and exchange as discussed in the foregoing provisions shall be subject to adjustments, as may be determined by the SEC, in order to approve the Merger. In such case, the Parties agree to execute the necessary documents and do any and all acts as may be necessary to implement such adjustments.

As of the Effective Date, PPHI shall transfer all its assets and liabilities to CPGI to implement an ordinary merger treated as such under Title IX of the Revised Corporation Code and Section 40(C)(2) in relation to Section 40(C)(6)(b) of the Tax Code. CPGI shall issue Common Shares as determined under Section 2 below in exchange for the assets and liabilities of PPHI.

2. There will be such number of CPGI Common Shares that will be issued in exchange for the shares of PPHI as shall be equivalent to the par value of the shares of PPHI based on the thirty (30)-day volume weighted average price (VWAP) of CPGI Common Shares [as of 30 April 2026, subject to final confirmation in the definitive supporting schedules and corporate approvals.] Any and all shares of CPGI issued pursuant to the Merger which become treasury shares of CPGI upon the effectivity of the Merger shall be retired within one hundred eighty (180) days from issuance, subject to compliance with applicable law, rules, and regulations.


3. The results of operations and any change in the assets and liabilities of PPHI
from 1 January 2026 shall not affect the determination of the number of CPGI
Common Shares that will be issued pursuant to the Merger. Any net income earned by PPHI from 1 January 2026 until the Effective Date shall be recognized by CPGI for its account and any net loss incurred by PPHI during the same period shall be absorbed and be for the account of CPGI.


4. It shall be understood that the valuation and exchange as discussed in the foregoing provisions shall be subject to adjustments, as may be determined by the SEC, in order to approve the Merger. In such case, the Parties agree to execute the necessary documents and do any and all acts as may be necessary to implement such adjustments.

There will be such number of CPGI Common Shares that will be issued in exchange for the shares of PPHI as shall be equivalent to the par value of the shares of PPHI based on the thirty (30)-day volume weighted average price (VWAP) of CPGI Common Shares [as of 30 April 2026, subject to final confirmation in the definitive supporting schedules and corporate approvals.] Any and all shares of CPGI issued pursuant to the Merger which become treasury shares of CPGI upon the effectivity of the Merger shall be retired within one hundred eighty (180) days from issuance, subject to compliance with applicable law, rules, and regulations.

PPHI has an authorized capital stock of Five Billion Pesos (¿5,000,000,000.00), divided into (a) Four Billion (4,000,000,000) Common Shares, with a par value of One Peso (¿1.00) per share, (b) Six Hundred Thousand (600,000) Preferred A Shares, with a par value of One Thousand Pesos (¿1,000.00) per share, and (c) Four Hundred Thousand (400

The Merger shall become effective upon the later of: (a) the issuance by the SEC of the Certificate of Merger or (b) 30 September 2026, subject to compliance with Article I, Section 4 of this Plan (the “Effective Date”).

Approval of the stockholders, creditors and the Securities and Exchange Commission

As of the Effective Date, PPHI shall transfer all its assets and liabilities to CPGI to implement an ordinary merger treated as such under Title IX of the Revised Corporation Code and Section 40(C)(2) in relation to Section 40(C)(6)(b) of the Tax Code. CPGI shall issue Common Shares as determined under Section 2 below in exchange for the assets and liabilities of PPHI.

2. There will be such number of CPGI Common Shares that will be issued in exchange for the shares of PPHI as shall be equivalent to the par value of the shares of PPHI based on the thirty (30)-day volume weighted average price (VWAP) of CPGI Common Shares [as of 30 April 2026, subject to final confirmation in the definitive supporting schedules and corporate approvals.] Any and all shares of CPGI issued pursuant to the Merger which become treasury shares of CPGI upon the effectivity of the Merger shall be retired within one hundred eighty (180) days from issuance, subject to compliance with applicable law, rules, and regulations.


3. The results of operations and any change in the assets and liabilities of PPHI
from 1 January 2026 shall not affect the determination of the number of CPGI
Common Shares that will be issued pursuant to the Merger. Any net income earned by PPHI from 1 January 2026 until the Effective Date shall be recognized by CPGI for its account and any net loss incurred by PPHI during the same period shall be absorbed and be for the account of CPGI.


4. It shall be understood that the valuation and exchange as discussed in the foregoing provisions shall be subject to adjustments, as may be determined by the SEC, in order to approve the Merger. In such case, the Parties agree to execute the necessary documents and do any and all acts as may be necessary to implement such adjustments.

PPHI is a real estate developer (SEC Registration No. CS201819169) and a subsidiary of CPGI. Per its Amended GIS for the year 2025, its registered primary purpose/activity is to acquire, by purchase, lease, donation or otherwise, and own, use, improve, develop, subdivide, market, sell, mortgage, exchange, lease and hold for investment or otherwise, real estate of all kinds, for subdivision and allied purposes.

PPHI develops residential communities and related housing projects under the PHirst brand. The Company is expanding rapidly in the affordable housing market and its current projects located in Tanza, Naic and General Trias (2) in Cavite; Lipa (2), Nasugbu (5) and Sto. Tomas in Batangas; San Pablo (2), Calamba (2), Bay and Calauan in Laguna; Tayabas, Quezon; Pandi and Baliwag in, Bulacan; Magalang, Pampanga (2); Balanga and Hermosa in Bataan andGapan, Nueva Ecija.

There is no impact in the business, financial condition and operations of the Issuer.
The proposed merger forms part of the Company's internal corporate restructuring initiatives aimed at streamlining operations, enhancing organizational efficiency, optimizing resource allocation, and realizing operational synergies within the group. The proposed merger is not expected to result in any material change in the Company's ultimate ownership structure, business operations, or strategic direction.

Amended to include the date of approval of the Securities and Exchange Commission