Other Relevant Information. Process of recapitalisation and renegotiation of certain financial indebtedness of the OHL Group

June 25, 2021

OBRASCÓN HUARTE LAIN, S.A. (OHL or the Company), pursuant to article 227 of the consolidated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, hereby notifies the Spanish National Securities Market Authority (Comisión Nacional del Mercado de Valores) (CNMV) the following

OTHER RELEVANT INFORMATION

In connection with the communications related to the process of recapitalisation and renegotiation of certain financial indebtedness of the OHL group (the Restructuring) (among others): (i) the communication of inside information dated of 21 January 2021 with registration number 679; (ii) the communication of inside information dated of 5 February 2021 with registration number 716; (iii) the communication of inside information dated of 10 February with registration number 719; (iv) the communication of inside information dated of 25 February 2021 with registration number 768; (v) the communication of other relevant information dated 15 April 2021 with registration number 8677; (vi) the communication of other relevant information dated 3 June 2021 with registration number 9809 (the Communication of 3 June 2021); and (vii) the communication of other relevant information dated 24 June 2021 with registration number 10175 (the Communication of 24 June 2021), the Company informs about the following matters.

The defined terms used in this communication which are not specifically defined herein, shall have the meaning ascribed to them in the Communication of 3 June 2021 and in the Communication of 24 June 2021.

  • On 22 June 2021, the deeds raising into public the resolutions of the Rights Issue and the Private Placement (the Monetary Capital Increases) were registered with the Commercial Registry of Madrid.
  • The effective disbursement of the Monetary Capital Increases, including the disbursement by the Amodio Shareholders and by Tyrus of the amounts corresponding to their respective investment commitments, has been evidenced today. Once these disbursements have been accredited, it is hereby acknowledged that all the conditions precedent to which the Restructuring was made subject and that were provided for in the lock-up agreement entered into on 20 January 2021, as well as in the Restructuring Implementation Deed dated 16 April 2021, and referred to in the registration document and in the securities note of the Rights Issue approved and registered in the official registers of the CNMV on 3 June 2021, have been duly fulfilled.
  • The deeds of implementation of the Rights Issue and the Private Placement (the Deeds of Implementation of the Monetary Capital Increases), as well as the deeds raising into public the resolutions and implementation of the Debt Capitalization Capital Increase, the Arrangement and Commitment Fee Capital Increase and the Backstop Fee Capital Increase (the Deeds of the Debt Capitalisation Capital Increases) have been granted today. The Deeds of Implementation of the Monetary Capital Increases and the Deeds of the Debt Capitalisation Capital Increases have been filed for registration with the Commercial Registry of Madrid. It is expected that these deeds will be registered on 28 June 2021 and that admission to trading of all new shares will take place on that same date.

Madrid, 25 June 2021

IMPORTANT NOTICE

General

This document, and the parts comprising it, does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to obtaining registration or qualification under the securities laws of such jurisdiction.

United States of America

Neither the preferential subscription rights, nor the additional shares to be delivered upon exercise of the preferential subscription rights, nor the Rights Issue New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended from time to time (the U.S. Securities Act), and may not be offered, sold or exercised, directly or indirectly, or sold or exercised, directly or indirectly, in connection with the exercise of the preferential subscription rights, sold or exercised, directly or indirectly, in the United States of America (including its territories and possessions, the United States) or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act (Regulation S)) without registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

This document, and its component parts, does not constitute an offer or solicitation of an offer or invitation to purchase securities in the United States or by a U.S. Person. No copy of this document, and its component parts, may be sent, communicated or distributed in the United States or to persons resident or physically present in the United States by any means or to U.S. Persons. The offers and sales of preferential subscription rights, the additional shares to be delivered upon exercise of preferential subscription rights and the Rights Issue New Shares are being made only to persons other than U.S. Persons in an “offshore transaction”, as such term is defined in Regulation S under the U.S. Securities Act.