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In compliance with Royal Decree-Law 5/2023, of June 28, which adopts and extends certain measures in response to the economic and social consequences of the War in Ukraine, in support of the reconstruction of the island of La Palma and other situations of vulnerability; of transposition of European Union Directives on structural modifications of commercial companies and the reconciliation of family life and the professional life of parents and caregivers; and for the execution and compliance with European Union Law, (hereinafter, “LME”), the Board of Directors of the company “GRUPO LAR INVERSIONES INMOBILIARIAS, SA”, together with the Sole Administrator of the company “GRUPO LAR HOLDING IBERIA, SAU” and the Board of Directors of the company “GRUPO LAR EUROPA DEL ESTE, SLU”, have drafted and signed a joint project for structural modification consisting of the merger of the three aforementioned companies (hereinafter the “Joint Merger Project”).
This is a merger by absorption, in which the Company GRUPO LAR INVERSIONES INMOBILIARIAS, SA, (“Absorbing Company”) directly owns 100% of the shares of the Company GRUPO LAR HOLDING IBERIA, SAU and 100% of the shares of the Company “GRUPO LAR EUROPA DEL ESTE, SLU” (“Absorbed Companies”), so that this merger operation may be agreed in accordance with the provisions of article 53 LME.
The proposed Merger is a Merger by Absorption, which will involve the extinction of the Absorbed Companies, through their dissolution without liquidation and the transfer in block of their corporate assets to the Absorbing Company, which will acquire by universal succession all the rights and obligations of the Absorbed Companies, cancelling all the shares and corporate interests of the Absorbed Companies.
In compliance with the provisions of articles 5 and 46 of the LME, the following documentation is inserted on the corporate website of GRUPO LAR INVERSIONES INMOBILIARIAS, SA, with the possibility of being downloaded and printed: