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 Construction International SE.
The text of the notification is available below.
On behalf of Ferrovial Construction International SE pursuant to Article 69.1. I 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 shareholders of .Ferrovial, S.A., the Ferrovial Group’s former parent company (“Ferrovial”) approved the proposal by Ferrovial’s Board of Directors to carry out a corporate reorganization through a cross-border merger resulting in Ferrovial, being absorbed by its wholly owned Dutch subsidiary, Ferrovial SE (former name: Ferrovial International SE) (the “Merger”). As a result of the Merger, Ferrovial ceased to exist and Ferrovial SE survived as the group’s parent company. Upon completion of the Merger, Ferrovial SE was renamed from Ferrovial International SE into Ferrovial SE. The Merger is effective as of June 16, 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 controlling shareholder of the Company after the Merger.
I.NUMBER OF SHARES POSSESSED 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):
– 12,801,654 shares.
– 50.14% share capital.
– 12,801,654 votes.
– 50.14% share in total number of votes,
3.COMPANIES OF FERROVIAL CONSTRUCTION INTERNATIONAL SE THAT ARE IN POSSESSION OF COMPANY’S SHARES: none.
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 Merger, Ferrovial Construction International SE directly held the above-mentioned 12,801,654 votes constituting 50.14% share in total number of votes; and after the Merger, Ferrovial Construction International SE directly holds 12,801,654 votes constituting 50.14% share in the total numer of votes.
Attachmnent: The notification
