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Announcement of agreement of conversion into a limited liability company
SHUTON, S.A.U.
Announcement of agreement of conversion into a limited liability company
In compliance with the provisions of Article 10 of Royal Decree-Law 5/2023 of 28 June, on the transposition of European Union Directives on the structural modifications of commercial companies (RD-L 5/2023), it is hereby announced that, on 18 November 2023, the sole shareholder of Shuton, S.A.U. (Shuton), i.e. the company Nadella Iberica, S.L.U., has adopted the decision to transform Shuton into a limited liability company, so that, once the conversion becomes effective, the company will will be known as "Shuton, S.L.U.". As part of the conversion, Shuton's sole shareholder also approved the conversion balance sheet (closed on 31 August 2023), the report on significant changes in assets and liabilities subsequent to the conversion balance sheet, the new by-laws adapted to Shuton's new corporate form, the determination of the Board of Directors and the reelection of the Board of Directors, the determination of the Board of Directors and the re-election of the members of the Board of Directors of Shuton, the cancellation of the old shares and the disactivation of their certificates and the assumption of the new shares by the sole shareholder, with the nominal value of the new shares being equal to that of the old shares. It is also noted that there are no holders of special rights other than shares.
In accordance with articles 5.8 and 9.1 of RD-L 5/2023, the conversion resolution was adopted without the need for a directors' report or prior publication of the corporate resolution, as it was a decision of the sole shareholder. However, the company's employees have been duly informed, through their representatives, in accordance with the applicable labour regulations.
Finally, it is expressly stated that Shuton's shareholders and creditors have the right to obtain the full text of the resolutions adopted, as well as the conversion balance sheet and other information on Shuton's conversion, in accordance with article 10.1 of RD-L 5/2023.
In Legutio, on 20 November 2023
Mr. Jon Terrón Pérez, secretary non-director of Shuton, S.A.U.
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