Cbre Group Inc. (CBG): ValueAct Capital Raises Stake, Signs $250 Million Purchase Agreement With Goldman Sachs

Page 13 of 16 – SEC Filing

SCHEDULE 13D
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CUSIP NO. 12504L109 Page 13 of 16
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Exhibit 2

10b5-1 PLAN

PURCHASE AGREEMENT

Purchase Agreement, dated September 15, 2016 (the ?Purchase
Agreement?), between ValueAct Capital Master Fund, L.P. (the ?Purchaser?) and
Goldman, Sachs & Co. (the ?Broker?).

WHEREAS, Purchaser desires to appoint Broker to purchase on behalf of
Purchaser shares of outstanding Class A common stock, $0.01 par value (the
?Stock?) issued by CBRE Group, Inc.; and

WHEREAS, the parties intend that the purchases of Stock made pursuant
to this Purchase Agreement shall comply with the requirements of Rule 10b5-
1(c)(1)(i) under the Securities Exchange Act of 1934 (?Exchange Act?), and
that this Purchase Agreement shall be interpreted to comply with the
requirements of those rules.

NOW THEREFORE, the Purchaser and Broker hereby agree as follows:

1. Broker shall effect one or more purchases (each a ?Purchase?) of
shares of Stock as set forth on Annex A. The share amounts and per share
prices in Annex A shall be adjusted automatically on a proportionate basis to
take into account any stock split, reverse stock split or stock dividend with
respect to the Stock that occurs during the period this Purchase Agreement
remains in effect. Broker?s sole compensation for services rendered under
this Purchase Agreement shall be a commission of $0.02 per share of Stock
purchased.

2. This Purchase Agreement shall become effective on September 19,
2016 and shall terminate on the earliest of: (i) the date an aggregate
purchase amount of $250 million of shares of Stock (exclusive of commissions)
have been purchased pursuant to this Purchase Agreement; (ii) the date that
any person publicly announces a tender or exchange offer with respect to the
Stock; (iii) the date of public announcement of a merger, acquisition,
reorganization, recapitalization or comparable transaction affecting the
securities of the Purchaser as a result of which the Stock is to be exchanged
or converted into other securities or property, (iv) the date on which Broker
receives notice of the intended or actual commencement of any proceedings in
respect of or triggered by Purchaser?s bankruptcy, insolvency or similar
proceeding; (v) the date on which any event of termination described herein
shall occur; (vi) promptly after the receipt of written notice of termination
signed by a senior officer of Purchaser and confirmed by telephone, it being
understood that any such termination shall not cause Purchases previously
effected pursuant to this Purchase Agreement to fail to be entitled to the
benefits of Rule 10b5-1(c). Any such termination notice shall not indicate
the reasons for the termination or contain any material non-public
information; or (vii) March 19, 2017, the date in which the Repurchase Period
ends.