Inside information. On corporate transactions: mergers, acquisitions and others. On corporate governance
December 13, 2024
Pursuant to the provisions of Article 226 of the Securities Markets and Investment Services Act and other implementing regulations, approved by Law 6/2023, of 17 March, Obrascón Huarte Laín, S.A. (“OHLA” or the “Company”) hereby announces and makes public the following:
INSIDE INFORMATION NOTICE
In relation the information provided through the inside information notices dated (i) 26 June 2024 (with registration number 2294); (ii) 28 June 2024 (with registration number 2300); (iii) 5 August 2024 (with registration number 2367); (iv) 17 September 2024 (with registration number 2381); (v) 4 November 2024 (with registration number 2449); and (vi) 2 December 2024 (with registration number 2501), the Company informs that the Board of Directors of the Company, acting under the authorization granted by the Extraordinary General Shareholders’ dated 22 October 2024, has resolved to approve the execution of the share capital increase through cash contributions and with the exclusion of preferential subscription rights for an effective amount of 70,000,000 euros through the issuance and circulation of 280,000,000 new ordinary shares of the same class and series as those currently in circulation (the “Capital Increase without Preferential Subscription Rights”).
In this regard, after confirming the effective payment of the amounts provided in the respective investment commitments of (i) Elías Corp, S.L. (company designated by Excelsior Times, S.L.U.) (“Excelsior”); (ii) Key Wolf, S.L.U. (“Key Wolf”); (iii) Prestige Inversiones SIL, S.A. (company designated by The Nimo’s Holding, S.L.U.) (“The Nimo”); (iv) Coenersol, S.L. (“Coenersol”); and (v) Inmobiliaria Coapa Larca, S.A. de C.V. (“INV” and together with Excelsior, Key Wolf, The Nimo, and Coenersol, the “Investors”) for the Capital Increase without Preferential Subscription Rights, on the date hereof the Company has granted the public deed of execution of the Capital Increase without Preferential Subscription. The Company will request the admission to listing of the shares of the Capital Increase without Preferential Subscription Rights as soon as possible.
OHLA’s share capital after the execution of the Capital Increase without Preferential Subscription Rights amounts to 217,781,145.75 euros, represented by 871,124,583 shares with a nominal value of 0.25 euros each, of a single series and class. All shares are fully paid up at one hundred percent of their nominal value.
Furthermore, the Company discloses that, following the execution of the Capital Increase without Preferential Subscription Rights, the Board of Directors of the Company has been renewed in the following terms:
- The Board of Directors has noted the resignations submitted by Juan Antonio Santamera Sánchez, Mr. César Cañedo-Argüelles Torrejón, Ms. Ximena Caraza Campos, Ms. Carmen de Andrés Conde, and Mr. Luis Fernando Amodio Giombini as directors of the Company, as a result of the changes in the Company’s share capital derived from the execution of the Capital Increase without Preferential Subscription Rights.
- The following individuals have accepted their appointment as directors, after being appointed by means of the co-optation procedure:
- Andrés Holzer Neumann, as external proprietary director representing the shareholding interests of INV, to fill the vacancy created by the resignation of Mr. Luis Fernando Amodio Giombini.
- Francisco José Elías Navarro, as external proprietary director representing the shareholding interests of Excelsior, to fill the vacancy created by the resignation of Mr. Juan Antonio Santamera Sánchez.
- Maricarmen Vicario García, as external proprietary director representing the shareholding interests of Key Wolf, to fill the vacancy created by the resignation of Ms. Carmen de Andrés Conde.
- Josep Maria Echarri Torres, as independent director, at the proposal of the Appointments and Remuneration Committee, to fill the vacancy created by the resignation of Ms. Ximena Caraza Campos.
- Antonio Almansa Moreno, as independent director, at the proposal of the Appointments and Remuneration Committee, to fill the vacancy created by the resignation of Mr. César Cañedo-Argüelles Torrejón.
- The following changes have been made within the Board of Directors and its committees:
- The resignations of Mr. Julio Mauricio Martín Amodio Herrera and Mr. Francisco García Martín from their positions as First Vice-Chairman and Second Vice-Chairman, respectively, have been accepted.
- Francisco José Elías Navarro has been appointed as First Vice-Chairman and Mr. Julio Mauricio Martín Amodio Herrera as Second Vice-Chairman of the Company’s Board of Directors.
- The surrender by Mr. Luis Fernando Martín Amodio Herrera and Mr. Julio Mauricio Martín Amodio Herrera of the powers which had been delegated to them by the Board of Directors has been accepted, with both now qualifying as external proprietary directors representing the shareholding interests of Forjar Capital, S.L. and Solid Rock Capital, S.L., respectively. Additionally, with Mr. Luis Fernando Martín Amodio Herrera surrendering his delegated powers as Executive Chairman, the resignation of Mr. Francisco Jose Garcia Martín as Coordinating Director has been accepted.
- The number of members of the Appointments and Remuneration Committee has been increased to five, and Mr. Luis Fernando Martín Amodio Herrera, Mr. Francisco José Elías Navarro, and Ms. Maricarmen Vicario García have been appointed as new members.
- The number of members of the Audit and Compliance Committee has been increased to five, and Mr. Julio Mauricio Martín Amodio Herrera, Mr. Andrés Holzer Neumann, and Mr. Josep Maria Echarri Torres have been appointed as new members.
As a result of the foregoing, the composition of the Company’s Board of Directors and its committees is as follows:
Board of Directors
Chairman
Mr. Luis Fernando Martin Amodio Herrera (external proprietary director)
First Vice-Chairman
Mr. Francisco José Elías Navarro (external proprietary director)
Second Vice-Chairman
Mr. Julio Mauricio Martín Amodio Herrera (external proprietary director)
CEO
Mr. Tomás Ruiz González (executive director)
Members
Mr. Andrés Holzer Neumann (external proprietary director)
Ms. Maricarmen Vicario García (external proprietary director)
Mr. Francisco García Martin (independent director)
Ms. Reyes Calderón Cuadrado (independent director)
Mr. Josep Maria Echarri Torres (independent director)
Mr. Antonio Almansa Moreno (independent director)
Appointments and Remunerations Committee
Chairwoman
Ms. Reyes Calderón Cuadrado (independent director)
Members
Mr. Luis Fernando Martin Amodio Herrera (external proprietary director)
Mr. Francisco José García Martin (independent director)
Mr. Francisco José Elías Navarro (external proprietary director)
Ms. Maricarmen Vicario García (external proprietary director)
Audit and Compliance Committee
Chairman
Mr. Francisco José García Martín (independent director)
Members
Ms. Reyes Calderón Cuadrado (independent director)
Mr. Andrés Holzer Neumann (external proprietary director)
Mr. Julio Mauricio Martin Amodio Herrera (external proprietary director)
Mr. Josep Maria Echarri Torres (independent director)
Madrid, 12 December 2024.
Obrascón Huarte Laín, S.A.
José María del Cuvillo Pemán
Secretary to the Board of Directors