Inside Information Notice. On business and financial situation

OBRASCÓN HUARTE LAIN, S.A. (“OHL” or the “Company”), pursuant to article 226 of the consolidated text of the Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, hereby notifies the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”) the following

INSIDE INFORMATION NOTICE

In connection with the communications of inside information or other relevant information dated 21 January 2021, 24 February 2021, 15 April 2021, 3 June 2021, 24 June 2021 and 25 June 2021 (with numbers 679, 719, 8677, 9809, 10175 and 10200, respectively) related to the process of recapitalisation and renegotiation of certain financial indebtedness of the OHL group (the “Restructuring”) (the “Communications”), the Company informs that on the date hereof, all the transactions foreseen to conclude the Restructuring as contemplated in the Scheme have been completed.

The defined terms used in this communication which are not specifically defined herein, shall have the meaning ascribed to them in the Communications.

These transactions include:

(i) the completion of the share capital increase granting pre-emptive subscription rights to existing shareholders for a total effective amount (nominal plus premium) of €34,998,199.20 and of a further capital increase with exclusion of pre-emptive subscription rights addressed exclusively to the Amodio Shareholders and to Tyrus for a total aggregate effective amount (nominal plus premium) of €36,399,999.96 (together, the “Monetary Capital Increases”) in the terms disclosed in the prospectus approved by the CNMV on 3 June 2021 (the “Prospectus”);

(ii) the restructuring of the terms and conditions of the (i) €400,000,000 4.750% Senior Notes due 2022 (ISIN: XS1043961439), and (ii) €325,000,000 5.50% Senior Notes due 2023 (ISIN: XS1206510569) (the “Senior Notes”), through a combination of (a) partial write-off (quita), (b) capitalisation of part of the principal amount of the Senior Notes through a share capital increase by means of capitalisation of credit rights (se (iii) below) and the exchange of the remaining Senior Notes after the debt reduction, and (c) the exchange for €487,266,804 Senior Secured Notes issued by a newly incorporated company (“OHL Operaciones”) fully owned by the Company and guaranted by the Company and other companies of its group (the “New Notes”) in the terms described in the Prospectus;

(iii) the completion of (i) the capital increase for the capitalisation of certain credit rights derived from the Company’s senior notes in an effective amount (nominal plus premium) of €68,033,898 (the “Debt Capitalisation Capital Increase”); (ii) the capital increase for the capitalisation of certain commissions due to the Amodio Shareholders as compensation for the role assumed in the negotiation and arrangement of the Company’s restructuring transaction in an effective amount (nominal plus premium) of €1,750,000 (the “Arrangement and Commitment Fee Capital Increase”); and (iii) the capital increase for the capitalisation of the fee payable to certain holders of the Company’s senior notes in an effective amount (nominal plus premium) of €3,401,695 (the “Backstop Fee Capital Increase”);  and

(iv) the amendment of the terms and conditions of the financing of the Company and its direct and indirect subsidiaries (the “Group”) with its other key financial creditors as further described in the Prospectus.

As a consequence of the above transactions, the share capital of the Company has been increased by €76,144,073.50 (plus €33,503,392.34 in share premium) through the issuance of 304,576,294 new ordinary shares with the same rights and pari passu with the existing issued shares of OHL and representing 77.79% of the share capital of the Company (considering all the capital increases). As contemplated in the communication of other relevant information with number 10200, it is expected that the newly issued shares will be admitted to listing in the Spanish Stock Exchanges (“Bolsas de Valores Españolas”) on 28 June 2021.

As part of the Restructuring, the Company has committed to, following the implementation of the transactions occurred on the date hereof, contribute a significant part of the Company’s business to OHL Operaciones (the “Hive-down”). The Company will inform in a timely manner of all relevant issues in relation to the Hive-down.

The implementation of the Restructuring is an important step in the Group’s deleveraging process, recapitalising the Company and enhancing financial stability. The proceeds from the Monetary Capital Increases are a step in the right direction for the Group to meet its financial commitments, facilitating the Group’s stability in the short and medium term and the achievement of its business plan.

Madrid, 28 June 2021