Shareholder agreements

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FCC > Corporate Governance >
Shareholder agreements

The Company is aware of the following shareholder’s agreements, regulated on the articles 530 and subsequent of the LSC, which affects to the company in the following sense:

Agreement notified to the CNMV through a Relevant Fact of 8/07/2014: By virtue of the foreseen in the long term Syndicated Financing Agreement, which was signed between 24th and 31th of march 2014 and came into force on 26th June 2014, the financing entities have assumed a number of restrictions to the transfer of shares (“Non-transfer shares Agreement”) and a compromise of ordered sale for the new shares of Fomento de Construcciones y Contratas, S.A. (hereinafter FCC), that they shall receive in the event that the warrants are executed after the transformation of the B stage (“Ordered Sale Agreement”). Assuming that the Non Transfer Agreement and Ordered Sale Agreement are a restriction to the free transfer of FCC Shares, if applicable, of the financing entities, both are Shareholder`s agreements in the sense of Article 350 of Ley de Sociedades de Capital (hereinafter LSC), in consequence, hereby, the Company proceeds to notify and publish the corresponding clauses, in accordance with the provisions of articles 531.1 and 531.3 of the LSC.

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Agreement notified to the CNMV through a Relevant Fact of 27/11/2014 between the Shareholders of DOMINUM DIRECCION Y GESTION, S.L., B-1998, S.L. ,AZATE, S.A.U and Control Empresarial de Capitales S.A de C.V.

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Agreement notified to the CNMV through a Relevant Fact of 05/02/2016: For the purposes of continuing the recapitalisation process of Fomento de Construcciones y Contratas, S.A. ("FCC" or the "Company") through a new capital increase totalling 709,518,762 euros announced by the Company on 17 December 2015 (the "New Capital Increase"), the Company was informed that Ms Esther Koplowitz Romero de Juseu ("EK") (and the companies linked to her, Dominum Dirección y Gestión, S.A. ("Dominum") and Nueva Samede 2016, S.L.U. ("Nueva Samede")) have entered into, with Inversora Carso S.A. de C.V. ("I. Carso") and its subsidiary Control Empresarial de Capitales, S.A. de C.V. ("CEC"), an Agreement for the Modifying and Non-Extinctive Novation of the Investment Agreement signed on 27 November 2014 (the "Novation of the Investment Agreement"). The Investment Agreement was the subject of a relevant fact published on 27 November 2014 and subsequently filed with the Barcelona Commercial Register.

The main aspects of the Novation of the Investment Agreement are to establish the terms and conditions for: (a) the incorporation of Nueva Samede into the agreement in its capacity as a future shareholder of FCC following the New Capital Increase, (b) the continuation of FCC's recapitalisation process through the New Capital Increase, regulating the subscription commitments of both I. Carso and Nueva Samede, and (c) the amendment of certain provisions relating to corporate governance and the rules governing the transfer of shares, as well as the removal of the provision regarding the parties' maximum shareholding in the Company's share capital.

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