CONSIDERATION OF THE OFFER. The Offer is structured as a share purchase. The consideration offered by JSS SOCIMI to Xxxxx’x shareholders is 8.61 euros in cash per share. Consequently, the maximum total amount to be paid by JSS SOCIMI is 244,776,927.36 euros (223,713,122.01 euros after cancellation of the treasury shares indicated in section 7 above). JSS SOCIMI intends to finance the payment of the total consideration of the Offer with the proceeds from a share capital increase, with or without pre-emptive subscription rights. This aspect is pending determination and will be communicated in the announcement of the call of the shareholders’ meeting to be published on the website of BME Growth. The proposal relating to the capital increase will be submitted for approval of the general shareholders’ meeting to be called to resolve on the authorisation of the Offer for the purposes of article 160.f) of the Spanish Companies Law. In relation to such proposal, it is hereby stated that: (i) Master Xxxxxx, in its capacity as majority shareholder owning 97.59% of the shares of JSS SOCIMI, has already notified the board of directors of JSS SOCIMI of its irrevocable commitment to vote in favour of the said proposal at the general meeting of JSS SOCIMI; and (ii) JSS SOCIMI has sufficient binding capital commitments from investors associated with JSHI for the full subscription of the aforementioned capital increase, which will be made for an amount sufficient to pay the total consideration of the Offer. The Offer price will be reduced by an amount equal to the gross amount per share of any distribution of dividends, reserves or share premium, or any other distribution to its shareholders that Árima may make as of the date of this announcement, and whose record date is prior to the settlement of the Offer. The Offer is voluntary and the consideration has been freely determined by JSS SOCIMI in accordance with article 13.5 of Royal Decree 1066/2007, without the application of the rules on equitable price of article 9 of the aforementioned regulations. Notwithstanding that the share premium data referring to market prices indicated below may vary as of the date of this announcement depending on quoted prices and that the below share premia do not determine that the price of the Offer can be considered an equitable price on the terms of article 110 of the Spanish Securities Law and 9 of Royal Decree 1066/2007, JSS SOCIMI notes that the consideration offered represents a premium of:
