Corporate governance

An Extraordinary General Meeting of Members of the Entity is convened. AERTEC SOLUTIONS, S.L., to be held at the registered office, the next  26 May 2025, at 13:00 hourswith the following agenda:

First. Approval of the spin-off of the Company by virtue of which it will transfer, en bloc and by universal succession, a part of its assets forming an economic unit (set of assets and liabilities) linked to consultancy, planning and design of airport infrastructures and aeronautical industrial facilities and technical assistance services to the airport operator, in favour of the newly created company AERTEC AVIATION, S.L.

Second. Approval of the balance sheet of the hived-off company as at 31 August 2024 as the hive-off balance sheet.

Third. Acceptance of the spin-off transaction under the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of 27 November, on Corporate Income Tax.

Fourth. Delegation of powers.

Fifth.- Questions and Answers

SixthReading and approval of the Minutes of the Meeting.

Prior to the publication on the website of the notice of this General Meeting, the directors have placed on the Company's website on 3 April 2025 the documents referred to in articles 5, 7 and 46 of the RDME, with the possibility of downloading and printing them. In addition, the shareholders, creditors and representatives of the company's employees or, where there are no such representatives, the employees themselves, have been notified on the corporate website that they may submit to the Company, no later than five working days prior to the date of the General Meeting hereby convened, their comments on the draft terms of the demerger.

Likewise, the right of members to request in writing, prior to the General Meeting or verbally during the meeting, any reports or clarifications they deem necessary regarding the matters on the agenda is also stated.

Attendance at the General Meeting may be in person at the registered office or by videoconference. Attendance in person at the General Meeting may be in person or by proxy, which may be in favour of any person. The proxy must be in writing and be special for each Meeting, unless it is recorded in a public document.

In accordance with the provisions of article 47.2 of Royal Decree-Law 5/2023, of 28 June, it is hereby stated that the minimum information to be included in the Segregation Project is as follows:

1. IDENTIFICATION OF THE SEGREGATED COMPANY

AERTEC SOLUTIONS, S.L.It was incorporated for an indefinite period of time by deed authorised in Malaga, on 17 November 1997, by the Notary Public Francisco López González, under number 3,634 of his protocol, with registered office in Malaga, Avenida Juan López de Peñalver, number 17. It is registered in the Mercantile Register of the province of Malaga, in volume 2.060, Book 973, Folio 191, Page number MA-30.272, 2nd inscription. With tax identification number B-29.869.856.

2. IDENTIFICATION AND CHARACTERISTICS OF THE COMPANY BENEFITING FROM THE HIVE-OFF

2.1.- Identification:

The beneficiary company of the Spin-Off will be a newly created limited liability company, which as of the date of the Spin-Off Plan has not yet been incorporated, which will have the corporate name of AERTEC AVIATION, S.L.

2.2.- Legal characteristics:

When the shareholders of AERTEC SOLUTIONS, S.L., the segregated company, decide to approve the Segregation Project, the text of the Articles of Association of the new segregated company, AERTEC AVIATION, S.L., shall also be approved.

2.3.- Corporate purpose:

The corporate purpose of AERTEC AVIATION, S.L., the company benefiting from the spin-off, shall be as follows:

• The development of any activity related to the management, study, projects, controls, technical assistance, economic-technical feasibility studies and works management of industrial, public and private constructions, public works, transport infrastructures, airports, railways, roads, town planning, municipal, hydraulic and environmental works.
• Preparation of studies and reports related to quality plans, manuals and systems, as well as their implementation and development.
• The design, calculation, assembly and manufacture of all types of parts and elements in any industrial sector.
• Provision of conservation and maintenance services for infrastructures, buildings and installations.
• Research and development of new construction processes, products, procedures or utilities in the field of engineering and the use of new materials in construction, including prototyping.
• Consultancy services, project management and training, technical assistance, reviews, controls and facility management in the areas of telecommunications technology engineering, IT, facilities and information systems and consultancy, marketing, implementation (project management, direction, development and installation) for all kinds of industrial products and manufacturing and production processes.
• Provision of consultancy services, study and analysis of processes for their mechanical treatment, programming, as well as the sale of programmes, data processing on behalf of third parties and other independent data processing and tabulation services; as well as the design, sale, installation, manufacture and maintenance of electronic equipment, computer systems and computer and telecommunications equipment and software.
• Technical assistance and management for the assembly of any factory or industry, as well as in the construction, execution of civil works and structures, prefabrication of installations, assembly of equipment, electrical installation and instrumentation, including but not limited to the activities of construction supervision, construction management, facultative management, works management, signing of basic and execution projects, and safety coordination.
• The study, design, development, manufacture, sale and purchase, marketing, distribution, import and export of all types of components, products, systems and equipment related to the aforementioned activities, both its own and those of other companies, including research and development work and the development of prototypes.

CNAE: 7112: Technical engineering services and other activities related to technical consultancy.

If any of the activities included in the corporate purpose were or could be of a professional nature, it is understood that the company's function with respect to such activities is that of a mediator or intermediary in the performance thereof.

2.4.- Registered office:

The registered office of AERTEC AVIATION, S.L., the beneficiary company, will be established at Avenida Juan López de Peñalver, number 17, CP 29590, in Málaga.

2.5.- Ownership of share capital:

As a result of the spin-off of the company AERTEC SOLUTIONS, S.L. and the consequent creation of AERTEC AVIATION, S.L., AERTEC SOLUTIONS, S.L. will own the entire share capital of the beneficiary company.

2.6.- Administrative body:

Joint administrators: Positions to be held by Mr. Vicente Padilla Gómez-Guillamón and Mr. Antonio Gómez-Guillamón Manrique, with DNI numbers 2.606.967-D and 25.703.612-P, respectively.

3. TYPE OF EXCHANGE

There shall be no exchange or distribution of shares in the Company benefiting from the spin-off in favour of the shareholders of the spun-off Company since, pursuant to articles 61 and 64.1 of Royal Decree-Law 5/2023 of 28 June, they are not entitled to receive shares in the Company benefiting from the spin-off.

Consequently, the demerger does not entail any exchange of shares or additional cash compensation. Consequently, no share exchange procedure is applicable.

4. A PRECISE DESCRIPTION OF THE ASSETS AND LIABILITIES OF THE HIVED-OFF COMPANY TO BE TRANSFERRED TO THE RECEIVING COMPANY, INCLUDING PROVISIONS RELATING TO THE TREATMENT OF ASSETS OR LIABILITIES NOT EXPRESSLY ATTRIBUTED IN THE PROJECT, SUCH AS ASSETS OR LIABILITIES THAT ARE UNKNOWN AT THE DATE THE PROJECT IS DRAWN UP. INFORMATION ON THE VALUATION OF ASSETS AND LIABILITIES TO BE TRANSFERRED TO THE RECEIVING COMPANY

For the purposes of complying with the provisions of Article 40.7 of Royal Decree-Law 5/2023, of 28 June, in relation to Article 64.2 of Royal Decree-Law 5/2023, of 28 June, the assets and liabilities of AERTEC SOLUTIONS, S.L., which are assigned to the economic unit that, by virtue of the spin-off, are transferred to the beneficiary company of the spun-off assets, AERTEC AVIATION, S.L., are identified and described in the Project.

The net asset value of the economic unit that is segregated from the assets of AERTEC SOLUTIONS, S.L. (Segregated Company) and that will be transferred by virtue of the segregation in favour of the Company beneficiary of the segregation, AERTEC AVIATION, S.L., has been set at €3,711,525.57.

The share capital of the new company AERTEC AVIATION, S.L. shall be TEN THOUSAND EUROS (10,000 €), divided into 10,000 shares of ONE EURO (1 €) nominal value each, numbered from 1 to 10,000 €, both inclusive.

The takeover premium will be €3,701,525.57, in order to match the value of the hived-off assets with the net assets of the company benefiting from the hive-off.

The segregation balance sheet of AERTEC SOLUTIONS, S.L. as at 31 August 2024 - closing date - has been verified by the company's auditors, in accordance with the provisions of article 44 of Royal Decree-Law 5/2023, of 28 June.

Assets or liabilities not expressly attributed in the Project, such as Assets or Liabilities unknown at the date of drafting the Project, will remain in the segregated company AERTEC SOLUTIONS, S.L.

5. IMPACT OF THE HIVE-OFF ON THE CONTRIBUTIONS OF INDUSTRY OR ANCILLARY SERVICES OF THE COMPANY BEING HIVED OFF

For the purposes of the provisions of article 30.4 of Royal Decree-Law 5/2023, of 28 June, in relation to article 64 of the aforementioned legal text, it is expressly stated for the record that there are no holders of industrial contributions and/or industrial partners in AERTEC SOLUTIONS, S.L., the segregated company. Likewise, it is also stated for the record that the spin-off will have no effect on the ancillary services that exist in certain shares of the spun-off company.

6. RIGHTS TO BE GRANTED IN THE COMPANY RESULTING FROM THE HIVE-OFF TO HOLDERS OF SPECIAL RIGHTS OR TO HOLDERS OF SECURITIES OTHER THAN EQUITY SECURITIES OR TO OPTIONS OFFERED TO THEM

It is hereby stated for the record that AERTEC SOLUTIONS, S.L., the segregated company, does not have any special or privileged shareholdings, nor any person with special rights other than the shareholdings. To this effect, no special rights other than the shares shall be granted in AERTEC AVIATION, S.L., the beneficiary company, by virtue of this segregation operation to be carried out.

7. SPECIAL ADVANTAGE GRANTED TO MEMBERS OF THE ADMINISTRATIVE, MANAGEMENT, SUPERVISORY OR CONTROLLING BODIES OF THE COMPANY OR COMPANIES MAKING OR PARTICIPATING IN THE STRUCTURAL CHANGE

No special advantage of any kind shall be attributed in AERTEC AVIATION, S.L., the beneficiary company, to the joint and several administrators of AERTEC SOLUTIONS, S.L., the segregated company.

Pursuant to the provisions of Article 68 of Royal Decree-Law 5/2023 of 28 June, as the company to be spun off in this spin-off is a limited liability company, it is hereby stated, for the appropriate purposes, that no independent expert has been involved in the proposed spin-off.

8. THE DATE FROM WHICH THE HOLDERS OF THE NEW SHARES ARE ENTITLED TO SHARE IN THE COMPANY'S PROFITS AND ANY PARTICULARITIES RELATING TO THIS ENTITLEMENT

The shares representing the share capital of the Beneficiary Company shall entitle their owner - the segregated company - to share in the company's profits as from the registration of the deed of segregation and the corresponding incorporation of the new company in the Malaga Mercantile Register.

9. DATE OF THE ACCOUNTS OF THE COMPANY TO BE HIVED OFF USED TO ESTABLISH THE CONDITIONS UNDER WHICH THE HIVE-OFF TAKES PLACE

The date of the Company's balance sheet used to establish the conditions of the spin-off is 31 August 2024, which has been verified by the Company's auditors, in accordance with the provisions of article 44 of Royal Decree-Law 5/2023 of 28 June.

10. THE DATE FROM WHICH THE DEMERGER TAKES EFFECT FOR ACCOUNTING PURPOSES IN ACCORDANCE WITH THE PROVISIONS OF THE GENERAL ACCOUNTING PLAN. TAX TREATMENT OF THE DEMERGER

The operations carried out by the economic unit belonging to AERTEC SOLUTIONS, S.L. (the spun-off company), which is the object of the spin-off, shall be understood to have been carried out for accounting purposes in accordance with the provisions of the General Accounting Plan on behalf of the beneficiary company from the day of 1 September 2024.

The spin-off will be subject to the special tax regime established in Chapter VII of Title VII of Law 27/2014, of 27 November, on Corporate Income Tax.

11. POSSIBLE CONSEQUENCES OF SEGREGATION ON EMPLOYMENT, AS WELL AS ITS POSSIBLE GENDER IMPACT ON MANAGEMENT BODIES AND THE IMPACT, IF ANY, ON CORPORATE SOCIAL RESPONSIBILITY.

Segregation will have no impact on employment, no gender impact on management bodies and no impact on corporate social responsibility.

12. IMPLICATIONS OF HIVING-OFF FOR CREDITORS

Creditors shall not be affected by the spin-off given the solvency of the spun-off company and the ability of its assets to meet its debts. Without prejudice to the foregoing, the segregated company's creditors may exercise the rights conferred on them by Articles 13 and 14 of the RDME, and the provisions of Article 70 of the RDME, which regulates the liability regime for unfulfilled obligations, shall apply.

13. MANDATORY REPORTS

At least one month before the date of the General Meeting called, specifically on 3 April 2025, the directors of the spun-off company have posted on the Company's website the reports, announcements and documents required to make them available to the shareholders and the representatives of the employees or, where there are no such representatives, to the employees themselves, together with the draft of the structural modification. All of the foregoing in order to comply with the provisions of articles 5, 7 and 46 of Royal Decree-Law 5/2023 of 28 June.

In Malaga, 21 April 2025.

D. Antonio Gómez-Guillamón Manrique,
Joint and several administrator of AERTEC SOLUTIONS, S.L.