Ad set and content of the draft terms of merger of Burotec technical consultancy and Burotec SL prevention service

Of conformity with It willing in the articles 49 and 51 of the Law 3/2009, of 3 of April, of Structural modifications of the Societies Commercial (in Go ahead, the “LME“), is ago public the project common of Fusion of the societies BUROTEC TECHNICAL CONSULTING, S.L. (the ""Society Absorbent"") and BUROTEC PREVENTION SERVICE, S.L. (the ""Society Absorbed""), drafted and signed by the all of the members that they make up the organs of administration of the Society Absorbent and of the Society Absorbed, with date 31 of July of 2019.

In virtue of the Fusion, BUROTEC TECHNICAL CONSULTING, S.L. will proceed to absorb to BUROTEC PREVENTION SERVICE, S.L., entirely wholly owned by the Society Absorbent, of such form What This last will be extinct and the all of their Active, liabilities and remaining relations will be broadcast, via succession Universal, to the Acquiring company (the ""Fusion"").

In compliance of the Article 51 LME, is ago record expressly the right What corresponds to the partners of the Society Absorbent, Like this as to the creditors a lot of the Society Absorbent as of the Society Absorbed, to Browse in the Home social of each a of the societies the project common of Fusion, the accounts annual of the three latest exercises and the balance of Fusion of the societies speakers in the Fusion, Like this as to get the delivery o shipping free of the full texts of This documentation.

In virtue of the Article 49.1.4º LME, No proceeds the approval of the Fusion by part of the Society Absorbed, by treated of a society entirely wholly owned by the Society Absorbent. Of the same mode, is ago record expressly the right of the partners of the Society Absorbent What represent, to the less, the one by cent of the capital social, to demand the celebration of the Board General for the approval of the Fusion, during the term of Fifteen days to count from the date of publication of the present Ad, in the designated terms in the Article 51 LME.

Also, is ago record expressly the right of the creditors of each a of the societies What is fuse, whose credit had born before of the date of publication of the project of Fusion in the page Web corporate of the Society Absorbent and of the Society Absorbed, and No was expired in that Moment, to oppose to the Fusion up to What is Les guarantee such credits, during the term of a month to count from the date of publication of the This ad, in the designated terms in the Article 44 LME.

The content of the joint project of Fusion It's him following:

  1. 1. CONTENT THE PROJECT OF FUSION
    1. 1.1. Identification of parties
      1. 1.1.1. Acquiring company
        • – Denomination and type social: BUROTEC TECHNICAL CONSULTING, S.L.
        • – Social type: Society of Limited liability company.
        • – Registered office: Avenida Cardenal Herrera Oria, 326 A-B, 28035 Madrid.
        • – Data registration: Registration Commercial Madrid: Tomo 9.370, Book 0, Folio 207, Sheet M-150660.
        • – Number of Identification Attorney: B-78964194.
        • – Supportive managers: DNA. Trinidad Bausela Grajal

D. José Manuel Romero Durán

      1. 1.1.2. Company
        • – Denomination and type social: BUROTEC PREVENTION SERVICE, S.L.
        • – Social type: Society of Limited liability company.
        • – Registered office: Avenida Cardenal Herrera Oria, 326 A-B, 28035 Madrid.
        • – Data registration: Registration Commercial Madrid: Tomo 15.030, Book 0, Folio 45, Sheet M-250702
        • – Tax identification number: B-82566498
        • – Supportive managers: DNA. Trinidad Bausela Grajal

D. José Manuel Romero Durán

    1. 1.2. Reasons for the merger

After the business decision of BUROTEC prevention service, S.L. leave the accreditation as an external prevention service with date 31 in January of 2019, It has led to now have the same activity as technical consultancy BUROTEC, S.L. sharing also facilities and professional projects, the merger is intended to:

      1. 1.2.1. Saving of costs, to avoid duplication of administrative expenses, banking, safe etc.… that you now generate duplication of contracts, policies, maintenance etc.… What will be an important factor for the consolidation of accounts.
      2. 1.2.2. Reorganization of the organizational chart of the company, labour and hierarchical, Although the merger will not produce termination of labor contracts if it will produce the jobs and elimination of unnecessary structures optimization.
      3. 1.2.3. Create a stronger company, It will position itself and become more competitive in the engineering sector, Consulting and technical inspection, being able to access bids and major projects.
    1. 1.3. Social capital

Given that BUROTEC prevention service, S.L. is entirely owned by its unique BUROTEC consulting technical partner, S.L. It has been agreed in the fusion the acquiring company to keep its current number of social capital, using the net valuation of heritage received to provide the account of voluntary reserves.

    1. 1.4. Contributions of industry and benefits accessory in the Society Absorbed, To the No exist the Fusion will not have any effect any in These aspects.
    2. 1.5. Rights Special. Different titles of the representative of the capital social.

The Fusion No will have incidence any in the aspects indicated to the No exist rights specialties Neither different titles to entries.

    1. 1.6. Advantages attributed to the experts independent and to the Administrators.

In the present Fusion No speakers will include experts independent by application of It willing in the 49.1.2 article LME.

Not is grant advantage Neither privilege some to the Administrators of the societies What is fuse.

    1. 1.7. Date from which the holders of the new shares, shares or fees shall be entitled to participate in social gains and any peculiarities relating to this right.

By having BUROTEC TECHNICAL CONSULTING, S.L. the 100% BUROTEC's shareholdings PREVENTION SERVICE, S.L. the merger has no impact on everything related to this point, because there is no issuance of new shares in the merger process.

    1. 1.8. Date for the accounting purposes of the merger.

All the Operations Carried to Out by the Society Absorbed is Considered made to Effects Accounting by Account of the Society Absorbent from the 1 of January of 2020, Understanding that date Included.

    1. 1.9. Modifications statutory. Statutes of the society resulting of the Fusion.

The statutes of the society resulting of the Fusion will be the of the Society Absorbent, without What is provide for modifications of the same.

    1. 1.10. Information on the valuation of assets and liabilities from the assets of each company which is transmitted to the resulting society.

The valuation of the societies of the merger project will take place in accordance with current accounting standards, on the real value of the assets of the company taking into account the value of assets and liabilities.

To this end, the equity has been assessed according to the valuation rules and criteria established in the General Accounting Plan, all of them that do not contain any voluntary revaluation.

    1. 1.11. Dates of company accounts used to establish the conditions under which the merger takes place.

The balance sheets What Serve of zocalo to the Fusion are the balance sheets of Situation Closed, in the Case of the Society Absorbent, the Day 31 of July of 2019, Approved by the Council of Administration of the Same with date 31 of July of 2019 and, in the Case of the Society Absorbed, the balance of Situation of date 31 of July of 2019, Properly Approved by the advice Administration the Day 31 of July of 2019.

    1. 1.12. Governing Body and Employment Consequences, impact of gender and the social responsibility of the company.

The Fusion will not have any impact in the Board of directors or in the employment, or expected impact of gender in the organs of administration, nor does incidence in the social responsibility of the company.

In Madrid, 5 of August of 2019.