Announcement of
splitting by
segregation
SMART ROOMS COMPANY, S.L.
(splitting company)
SMART ROOMS CORPORATION, S.L.U.
(company beneficiary of the split)
In accordance with the provisions of article 10 of Royal Decree-Law 5/2023, of June 28, the following agreements adopted unanimously by the extraordinary and universal general stockholders meeting of SMART ROOMS COMPANY, S.L., and the decisions adopted by them as sole partner of SMART ROOMS CORPORATION, S.L.U., in both cases on October 25, 2023:
1- Approve the split project formulated on October 16, 2023 of the company SMART ROOMS COMPANY, S.L. by segregation of its branch who´s activity corresponds to the tourist accommodation businesses that operate under the Uma Suites brand - which forms an economic unit - for its block transfer by universal succession to its wholly owned company SMART ROOMS CORPORATION, S.L.U., which it acquires by both the assets, rights and obligations of the aforementioned economic unit, the first receiving in exchange shares of this second company, without capital reduction or dissolution of the first.
2- Approve as spin-off balance sheets those closed as of September 30, 2023.
3- Approve the conditions of the spin-off, and among them:
4- Approve that, for accounting purposes, the operations of the spin-off company, with regard to the segregated economic unit, will be considered carried out by the beneficiary company of the spin-off from October 1, 2023.
5- Note that no type of advantages are attributed to the members of the administrative, management, supervision or control bodies of the companies participating in the spin-off, nor special rights other than the shares assigned to the spun-off company.
6- Increase the share capital of the company benefiting from the spin-off by €111,000, through the creation of 111,000 new shares with a nominal value of €1 each, without share premium; The 111,000 shares are allocated to the spun-off company, together with a complementary compensation of €0.52.
7- Accept the split under the special tax regime.
In accordance with the aforementioned article 10 of Royal Decree-Law 5/2023, you are informed of the right of the partners and creditors of each of the companies participating in the spin-off to obtain the full text of the agreements and decisions adopted and of the balance sheets of the split; as well as the power that creditors have to exercise the rights referred to in article 13 of Royal Decree-Law 5/2023 itself, which must be exercised within a period of one month from the date of publication of the last announcement of the credit agreement. cleavage.
Barcelona, November 3, 2023. – The secretary of the board of directors of both companies, Mr. Josep Oriol Serra Fillat.
