DocuSign Envelope ID: 6C1CCD36-E303-4CCC-994B-703B8A04D871
CERTIFICATE OF THE MINUTES OF THE
EXTRAORDINARY AND UNIVERSAL GENERAL SHAREHOLDERS' MEETING OF THE COMPANY
"IANTE INVESTMENTS SOCIMI, S.A."
Mrs. Alicia Selvi Domínguez, in his position as Secretary of the Board of Directors of "IANTE INVESTMENTS SOCIMI, S.A." (hereinafter, the "Company"), whose position is in force and duly registred,
CERTIFIES
- Whereas, on March 12, 2024, all the shareholders with voting rights of the Company, who hold all the subscribed and paid-up capital, appeared at the registered office, duly represented, unanimously agreeing to hold an Extraordinary and Universal General Shareholders' Meeting, which was held in accordance with the provisions of the Company's Bylaws and article 178 of the Spanish Corporation Law.
- Whereas, according to the attendance list, the meeting was attended by 100% of the share capital, duly represented.
- Whereas, Acting as Chairman and Secretary of the Board meeting, by unanimous agreement of the attendees, are Mr. Pablo Paramio García and Mrs. Alicia Selvi Domínguez, respectively.
IV. | Whereas, the Chairman proposed the AGENDA, which was unanimously approved by the shareholders in |
attendance, comprising the following items: | |
"First.- Share Capital Increase by way of the issuance of new shares in order and amendment of article | |
5 of the articles of association. | |
Second.- Recording of the ownership of the new shares recently issued. | |
Third.- Granting of specific authorization to execute the preceding decisions." |
- Whereas, after deliberation on the matters included in the Agenda proposed by the Chairman and, the
Extraordinary and Universal General Shareholders' Meeting having been declared by the Chairman to be validly constituted, the CORPORATE AGREEMENTS were unanimously adopted and are partially transcribed below from the Minute Book:
First.- Share capital increase by way of the issuance of new shares in order and amendment of article 5 of the articles of association.
Having analysed the proposal presented by the board of directors, which was drawn up in accordance with article 286 of the Spanish Companies Act, the Universal General Shareholders' Meeting unanimously agree to increase the Company´s share capital from EUR 10,293,545.00 to EUR 10,525,363.00, that is, a total share capital increase of EUR 231,818.00.
This share capital increase is carried out through the issuance of 231,818 new nominative shares of the Company of the same series as the currently outstanding shares, numbered consecutively from 10,293,546 to 10,525,363, both inclusive which will have a par value of EUR 1.00. A share premium of EUR 533,181.40 or EUR 2.3 per share is agreed. The new shares will enjoy the same voting and economic rights as the shares in
1
DocuSign Envelope ID: 6C1CCD36-E303-4CCC-994B-703B8A04D871
circulation until now.
The rest of Shareholders are recognized as having the right to subscribe a number of shares proportional to the nominal value of those they already hold, notwithstanding which exercise of the pre-emptive subscription by the Shareholders is expressly waived.
The share capital prior to this increase is fully subscribed and paid up.
The subscription and payment of the new shares is made on the following terms:
The company "AEREF | V | Iberian Residential Holdings, | S.à.R.L.", | a | company | |
duly incorporated according to the Laws of Luxembourg, | with | professional address at 14-16 avenue | ||||
Pasteur L-2310 (Luxembourg), | duly registered | with | the Register of Companies of Luxembourg | |||
under number B223090, with Spanish Tax Identification | Number N-0186398-D, | |||||
subscribes and pays up in full 231,818 shares; | numbered from | 10,293,546 | to 10,525,363, both | |||
inclusive, by their joint | nominal value of EUR | 231,818.00, | plus | a total share premium | of EUR |
533,181.40; all of that by means of a bank transfer to the account held by the Company in Sabadell Bank as capital increase.
Likewise, the Universal General Shareholders' Meeting unanimously agree to state the shares into which the share capital of the Company is divided, so that the numbering of the shares is as follows:
Shareholder | Number of | Numeration |
shares | ||
1 to 5,768,406, | ||
both included | ||
5,819,767 to | ||
5,879,766, | ||
both included | ||
[**] | 5,895,417 to | |
10,456,314 | 9.390.415, | |
both included | ||
and | ||
9,392,455 to | ||
10,525,363 | ||
both included | ||
From 5,768,407 to | ||
[**] | 5,819,766, | |
51,360 | both included | |
[**] | 5,880,467 to | |
700 | 5,881,166, | |
both included | ||
2
DocuSign Envelope ID: 6C1CCD36-E303-4CCC-994B-703B8A04D871
[**] | 5,881,167 to | |
210 | 5,881,376, | |
both included | ||
[**] | 5,881,377 to | |
5,881,586, | ||
210 | ||
both included | ||
[**] | 5,881,587 to | |
5,882,286, | ||
700 | ||
both included | ||
[**] | 5,882,287 to | |
140 | 5,882,426, | |
both included | ||
[**] | 5,882,427 to | |
2,356 | 5,884,782, | |
both included | ||
[**] | 5,884,783 to | |
5,885,482, | ||
700 | ||
both included | ||
5,879,767 to | ||
5,880,466, | ||
[**] | 5,131 | both included, |
and 5,885,483 | ||
to 5,889,913, | ||
both included | ||
[**] | 5,889,914 to | |
5,890,053, | ||
140 | ||
both included | ||
[**] | 5,890,054 to | |
5,895,416, | ||
5,363 | ||
both included | ||
[**] | 9,390,416 to | |
9,392,454, | ||
2,039 | ||
both included | ||
As a consequence of the above, the Universal General Shareholders' Meeting unanimously agree to amend article 5 of the articles of association, which shall now be worded as follows:
3
DocuSign Envelope ID: 6C1CCD36-E303-4CCC-994B-703B8A04D871
"Article 5.- Capital.
The share capital, which is totally subscribed and paid-up, is set at TEN MILLION FIVE HUNDRED AND
TWENTY-FIVETHOUSAND THREE HUNDRED WITH SIXTY-THREEEUROS (EUR 10,525,363.00). Said capital is divided into TEN MILLION FIVE HUNDRED AND TWENTY-FIVETHOUSAND THREE HUNDRED WITH SIXTY-THREE(10,525,363) shares of ONE EURO (EUR 1.00) face value per share, represented via nominative shares, all of the same kind and series.
Maintaining the book entries of the shares shall correspond to Euroclear France, S.A. (Euroclear) and its affiliated entities."
Second.- Recording of the ownership of the new shares recently issued.
Similarly, by virtue of articles 314 of the Spanish Corporation Law and 198.4.1 of the Spanish Commercial Registry Regulation, the Universal General Shareholders' Meeting states for the record that in the Shares Registry Book of the Company, appears the ownership of the new 231,818 shares created as consequence of the previous agreement of capital increase.
Third.- Granting of specific authorization to execute the preceding agreements.
The Universal General Shareholders' Meeting unanimously agree to confer an express authorization as broad and wide as legally required, in favour of the management body as well as any attorney of the Company entitled to execute its corporate resolutions according to article 108(3) of the Spanish Companies' House Regulation; so that any of them, acting jointly and severally, may appear before a Notary Public of their choice and thus execute the preceding corporate resolutions; being them all furthermore entitled to enter into as many documents and perform as many actions as may be required when filing them, where applicable, with the relevant Companies' House; and to remedy any defects that may be rated by the Registrar, whether verbally or in writing, and that may be remedied, notwithstanding the possibility to partially record these resolutions, if any, all in accordance with the provisions of articles 62 and 63 of the Spanish Companies' House Regulation.
And there being no other decisions to be recorded, these minutes are drawn up, which, once read, are approved unanimously and signed by the Secretary, with the approval of the Chairman, in the place and date of the header.
For such purposes, this certificate is issued by the Secretary, after approval by the Chairman of the Board of Directors, in Madrid on March 14, 2024.
Mr. Pablo Paramio García | Mrs. Alicia Selvi Domínguez |
Chairman of the Board of Directors | Secretary of the Board of Directors |
4
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Iante Investments SOCIMI SA published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 10:46:03 UTC.