Merger announcement. Publication of the Common Merger Project signed on 06.29.2020 by the administrative bodies of "DOS MARES SHOPPING CENTER, S.A." (Absorbed Company) and "GENERAL DE GALERIAS COMERCIALES SOCIMI, S.A." (Absorbing Company) ”.
In accordance with the provisions of article 51 of Law 3/2009, of April 3, on structural modifications of commercial companies ("LME"), the Common Merger Project signed on date 06.29.2020 by the administrative bodies of "DOS MARES SHOPPING CENTER, SA" (Absorbed Company) and "GENERAL DE GALERIAS COMERCIALES SOCIMI, S.A." (Absorbing Company).
The merger is carried out in accordance with the procedure established in article 49 of the LME, since it involves the absorption of a wholly owned (improper) company, in which the Absorbing Company is the sole member of the Absorbed Company. Thus, the merger project does not include the 2nd, 6th, 9th and 10th mentions of article 31 of the LME, nor the reports of administrators and experts on the merger project, as well as no capital increase in the Absorbing Company. However, the merger agreement has been approved by decision of the sole partner of the Absorbed Company in the exercise of its powers.
Pursuant to the aforementioned article 51 of the LME, the right that assists the partners of the absorbing Company and the creditors of the companies participating in the merger to examine at the registered office of each of the companies and, where appropriate, is recorded. , to obtain the delivery or free shipping of the documents indicated in numbers 1 and 4 and, where appropriate, 2, 3 and 5 of article 39.1 of the LME.
Likewise, the right that assists the creditors of the merging companies to oppose the merger is recorded, in the terms established in article 44 of Law 3/2009, for a period of one month, counted from the publication of this merger announcement.
Lastly, in accordance with article 51 of the LME, the right of the shareholders of the acquiring Company representing at least one percent of the share capital, to demand the holding of the General Meeting for approval is stated. of the merger, within fifteen days from the date of publication of this notice, by notarial request addressed to the administrators of the absorbing Company.
Madrid, July 28, 2020.