Reorganization in the Ferrovial Group - notification pursuant to Article 69 in Public Offering Act
The Management Board of Budimex S.A., acting on the basis of Article 70(1) of the Act of 29 July 2005 on public offering and conditions governing the introduction of financial instruments to organised trading and on public companies, has published a notification received from Ferrovial SE (previously Ferrovial International SE).
The text of the notification is available below.
On behalf of Ferrovial SE pursuant to Article 69.1.1 and Article 69a.1.3 of the Act of 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (“POA”), we hereby notify you as follows:
On 13 April 2023, the general shareholders meeting of Ferrovial, S.A. (“Ferrovial”) and Ferrovial SE’s former sole shareholder (i.e., Ferrovial) approved the cross-border merger that would result in Ferrovial being absorbed by Ferrovial SE (formerly Ferrovial International SE) (the “Merger”). As a result of the Merger, Ferrovial ceased to exist and Ferrovial SE survived and became the group’s parent company. Upon completion of the Merger, Ferrovial SE was renamed from Ferrovial International SE into its current name. The Merger is effective as of 16 June 2023.
The Merger does not entail any variation in respect of Budimex, S.A. (“Company”). The group’s fully owned, indirect subsidiary, Ferrovial Construction International SE remains as the direct controlling shareholder of the Company after the Merger.
1.NUMBER OF SHARES POSSESSED (THROUGH FERROVIAL CONSTRUCTION INTERNATIONAL SE) PRIOR TO MERGER AND PERCENTAGE SHARE IN SHARE CAPITAL (THE SAME FOR NUMBER OF VOTES):
– 12,801,654 shares.
– 50.14% share capital.
– 12,801,654 votes.
– 50.14% share in total number of votes.
2.CURRENT NUMBER OF SHARES AND ITS PERCENTAGE SHARE IN SHARE CAPITAL (THE SAME FOR NUMBER OF VOTES) (THROUGH FERROVIAL CONSTRUCTION INTERNATIONAL SE):
– 12,801,654 shares.
– 50.14% share capital.
– 12,801,654 votes.
– 50.14% share in total number of votes.
3.COMPANIES OF FERROVIAL SE THAT ARE IN POSSESSION OF COMPANY’S SHARES: the above-mentioned Ferrovial Construction International SE, remains as the sole shareholder of the 50.14% share in total number of votes.
4.1NFORMATION ABOUT THIRD PARTY WITH WHICH THE SHAREHOLDER ENTERED INTO AN AGREEMENT ON THE TRANSFER OF RIGHT TO EXERCISE VOTING RIGHTS: none.
5.NUMBER OF VOTES FROM SHARES CALCULATED IN ACCORDANCE WITH ART 69b.2 OF THE POA TO ACQUISITION OF WHICH IS ENTITLED OR OBLIGED AS A HOLDER OF FINANCIAL INSTRUMENTS, REFERRED To IN ART. 69b.1 p.l OF THE POA, AS WELL AS FINANCIAL INSTRUMENTS REFERRED TO IN ART. 69b1. p.2 THAT ARE NOT SETTLED IN CASH, TYPE OR NAME OF SUCH FINANCIAL INSTRUMENTS, DATE OF THEIR EXPIRY AND DATE OR DEADLINE BY WHICH THE ACQUISITION OF SHARES MAY OR WILL OCCUR: none.
6.NUMBER OF VOTES FROM SHARES, CALCULATED IN ACCORDANCE WITH ART. 69.b 3 OF THE POA, TO WHICH DIRECTLY OR INDIRECTLY THE FINANCIAL INSTRUMENTS REFERRED TO IN ART. 69b1 p.2 OF THE POA ARE REFERENCED, TYPE AND NAME OF THE FINANCIAL INSTRUMENTS AND A DATE OF THEIR EXPIRY: none.
7.TOTAL NUMBER OF VOTES ACCORDING TO POINT 2, 5 AND 6 AND ITS PERCENTAGE SHARE IN THE TOTAL NUMBER OF VOTES: before the Merger, Ferrovial SE indirectly held the above-mentioned 12,801,654 votes constituting 50.14% share in total number of votes; and after the Merger, Ferrovial SE indirectly holds 12,801,654 votes constituting 50.14% share in the total number of votes.
Attachment: the notification
