DECISION TO MAKE THE OFFER. The decision to make the voluntary takeover bid (the “Offer”) was made by JSS SOCIMI by virtue of the resolutions adopted by its board of directors on 15 May 2024. The Offer requires, in turn, the approval by the general shareholders’ meeting of JSS SOCIMI for the purposes set forth in article 160.f) of the consolidated text of the Spanish Companies Law approved by Royal Legislative Decree 1/2010, of 2 July (the “Spanish Companies Law”). For this purpose, the board of directors of JSS SOCIMI, at its meeting held on 15 May 2024, resolved to call the shareholders to a general meeting to be held on the date and at the time set forth in the corresponding notice, in order to submit for shareholder approval, among others, the authorisation of the Offer for the purposes set forth in article 160.f) of the Spanish Companies Law. In this regard, it is hereby stated for the record that Master Xxxxxx, in its capacity as majority shareholder of JSS SOCIMI, has already communicated to the board of directors of JSS SOCIMI its irrevocable commitment to vote in favor of the corresponding resolution to authorise the Offer. Additionally, the decision to make the Offer was also authorised by: (i) Master Xxxxxx, by virtue of the resolutions adopted by its board of managers at the meeting held on 15 May 2024, and (ii) the Management Company, by virtue of the resolutions adopted by its board of directors at the meeting held on 15 May 2024. Apart from the above resolutions, the Offer does not require any other corporate approval by the shareholders or the administrative or management bodies of JSS SOCIMI or any company of the JSS Group. JSS SOCIMI will submit to the CNMV the application for authorisation of the Offer, together with the prospectus and the other complementary documents, in accordance with the terms set forth in article 17 of Royal Decree 1066/2007. JSS SOCIMI expects that the filing of the application for authorisation will take place towards the end of the one-month period provided for in that article.
