Other Relevant Information. The Compay informs the final effective amount of the Right Issue and the Private Placement Issue.

June 24, 2021

OBRASCÓN HUARTE LAÍN, 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 (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; and (vi) the communication of other relevant information dated 3 June 2021 with registration number 9809 (the Communication of 3 June 2021)  the Company informs about the results of the Rights Issue.

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.

As stated in the Communication of 3 June 2021, the maximum effective amount for which the Rights Issue was approved was EUR 34,998,199.20, with the issue of 97,217,220 Rights Issue New Shares.

During the Preferential Subscription Period ended on 19 June 2021, 95,397,132 Rights Issue New Shares, representing approximately 98.13% of the amount of the Rights Issue, were subscribed, leaving 1,820,088 Rights Issue New Shares to be subscribed for during the Additional Allocation Period (the Outstanding Shares).

In addition, during the Additional Allocation Period, applications were received for the subscription of 1,100,866,327 additional shares of the Company (the Additional Shares), representing approximately 1,132.38% of the amount of the Rights Issue. The agent entity has proceeded to allocate the 1,820,088 Outstanding Shares to the eligible shareholders and investors who applied for the allocation of Additional Shares during the Preferential Subscription Period, in accordance with the rules and deadlines set out in the securities note of the Rights Issue and registered in the official registers of the CNMV on 3 June 2021.

The number of Additional Shares requested during the Preferential Subscription Period and, therefore, allocated, has exceeded the number of Outstanding Shares, and the Rights Issue has been fully subscribed without the need for the shareholders of the Company, Forjar Capital, S.L.U. and Solid Rock Capital, S.L.U. (the Amodio Shareholders) and the entities Tyrus Capital Event, S.à r.l. and/or Tyrus Capital Opportunities S.à. r.l. (Tyrus), to subscribe for remaining shares following the first two rounds of the Rights Issue in accordance with their respective investment commitments, as set out in the securities note prepared in connection with the Rights Issue.

Therefore, following the end of the Additional Allocation Period, the Rights Issue has been fully subscribed, for a total effective amount of EUR 34,998,199.20 with the issue of 97,217,220 shares, as detailed below:

  • Preferential Subscription Period: during the Preferential Subscription Period, ended on 19 June 2021, 95,397,132 Rights Issue New Shares were subscribed for, representing approximately 98.13% of the maximum amount of the Rights Issue.
  • Additional Allocation Period: during the Additional Allocation Period, ended on 24 June 2021, 1,820,088 Additional Shares were subscribed for, representing approximately 1.87% of the maximum amount of the Rights Issue.

In view of the foregoing, once the final effective amount of the Rights Issue is known, the Private Placement will be implemented for an effective amount of 36,399,999.96 euros, which will result in the issue of 101,111,111 new shares of the Company (the Private Placement New Shares). The effective amount of the Private Placement will be paid by the Amodio Shareholders and Tyrus in accordance with their respective investment commitments. For further details, see the securities note of the Private Placement.

Once the Rights Issue New Shares and the Private Placement New Shares have been paid up, OHL will proceed to execute the corresponding deeds of implementation of the Rights Issue and the Private Placement, as well as to execute the corresponding deeds of the Debt Capitalization Capital Increase, the Arrangement and Commitment Fee Capital Increase and the Backstop Fee Capital Increase, to submit the corresponding deeds for registration with the Commercial Registry of Madrid, and to carry out the necessary formalities for the simultaneous admission to trading of the new shares resulting from all capital increases on the Madrid and Barcelona Stock Exchanges, as well as Automated Quotation System (Sistema de Interconexión Bursátil (Mercado Continuo)). All new shares are expected to be admitted to trading on 28 June 2021.

Madrid, 24 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.