EX-3.4 3 ea185011ex3-4_turboenergy.htm ENGLISH TRANSLATION OF PUBLIC DEED OF AMENDMENT OF THE BYLAWS OF TURBO ENERGY, S.A

Exhibit 3.4

ELEVATION TO PUBLIC OF DECISIONS OF THE PARTNER SINGLE AMENDMENT TO THE BYLAWS. ---------------------------

“TURBO ENERGY, S.A.” UNIPERSONAL. ------------------------------

NUMBER FOUR ONE THOUSAND SEVEN HUNDRED FORTY ONE.-------------------------------------

In the city of Valencia, on the twenty-eighth day of August two thousand and twenty-three.---------------------------

Before me, ALEJANDRO CERVERA TAULET, Notary Public of the Illustrious College of Valencia, with residence in the Capital, ---------------------.

-----------------------------------------------APPEARS :-------------------------------------

--- DON MARIANO DE LA ASUNCION SORIA HERNÁNDEZ, of legal age, engineer, married, domiciled for these purposes in Valencia (46004), Calle Isabel la Católica 8, Oficinas 50-51 and with DNI number 29184359-G.---------------------------

INTERVENES in the name and representation of the entity from nationality Spanish nationality “TURBO ENERGY, S.A.” UNIPERSONAL UNIPERSONAL, as a result of the transformation of the Limited Company “TURBO ENERGY, S.L.” into a Public Limited Company. It has assigned the C.I.F. number A98569619 and is domiciled at Calle Isabel la Católica nº 8, Oficinas 50-51, 46004-Valencia.-------------------------------------

It was constituted, by time indefinitely, through a deed authorized by the Notary Public of Valencia, Mr. José Alicarte Domingo, dated September 18, 2013, with number of protocol 2287, registered in the Mercantile Registry of Valencia, volume 9686, folio 44, page V-155858 and 1st inscription.-------------------------------------

Modified its corporate purpose, by means of a deed authorized on December 30, 2022 before the Notary Public authorizing the present document, under number 6,358 of the protocol, which caused the 12th registration.---------------------------

Increased its capital stock by a deed of elevation to public deed of decisions of sole shareholder granted on January 18, 2023 before the Notary Public authorizing the present document, with number 222 of protocol. --------

Transformed into a corporation, by a deed authorized by me, the undersigned Notary, on February 8, 2023, protocol number 685, registered in the Mercantile Registry of Valencia, volume 9686, book 6968, folio 48, Section 8, page V-155858, 14th inscription.-------------------------------------

Its corporate purpose is made up of the following activities (CNAE of its main activity 2712. The manufacture of electrical distribution and control apparatus):-------------------------------------

a) The design and manufacture of material and electrical equipment.-------------------------------------

b) The acquisition, distribution and sale of electrical and electronic material for the development of renewable energy projects, such as solar panels, inverters, chargers, regulators, batteries and structures, among others.---------------------------

LAW 10/2010 - I, the Notary, expressly state that I have complied with the obligation of identification of the beneficial owner that imposes Law 10/2010, of April 28, 2010, and its regulations approved by RD 304/2014, of May 5, 2014, the result of which, as stated, is recorded in minutes authorized by me, the undersigned Notary, on November 8, 2022, protocol number 5,404, which she exhibits to me, declaring under her responsibility, that its content has not been modified and that she is acting on her own behalf, and not on behalf of third parties, by virtue of improper mandate, fiduciary business or third person other than the beneficial owner, as the ultimate beneficiary of the economic consequences of the business.-------------------------------------

Your legal standing for this act is:---------------------------

a) Of his appointment and acceptance as Director, for a term of six years, of the decisions of the sole shareholder of the entity dated February 1, 2023, made public in the aforementioned deed of Transformation, which caused the 14th registration, an authorized copy of which I have had in view.-------------------------------------

b) And especially of the decisions of the sole partner of the entity dated August 21, 2023, which are accredited to me with the certification issued on the same day by Mr. Ramón Ruiz de la Torre Esporrín, with the approval of Mr. Enrique Selva Bellvís, Secretary and Chairman, respectively, of the Board of Directors of the Company, the legitimacy of whose signatures I certify and protocol with this matrix.-------------------------------------

He declares that he is acting in the legitimate exercise of his position, in which he is still in force, and that the domicile, corporate purpose and legal capacity of the company he represents have not changed.---------------------------

I, the Notary deem sufficient the powers that as a Director, with the delegation of powers conferred and recorded in the notarized certification, the undersigned has for the execution of this deed to convert the decisions of the sole shareholder into a public deed.---------------------------

Your personal circumstances of your I can identify him by his reviewed D.N.I. and has, in my opinion, legal capacity to grant this deed of elevation to public of decisions of the sole partner, and-------------------------------------.

---------------------------O T H O R G A :---------------------------

--- FIRST.- EXECUTION OF THE DECISIONS OF SINGLE PARTNER.---------------------------

That, in the name and on behalf of “TURBO ENERGY, S.A.U.” and in execution of the decisions of the sole shareholder of the entity, to which reference has been made and whose certification has been notarized, elevates them to public, being herein fully reproduced in order to avoid unnecessary repetition.---------------------------

SEGUNDO.- INSCRIPCION.---------------------------

You request the registration of this deed in the Mercantile Registry, of which I hereby inform you that it is obligatory, and, if applicable, its partial registration in accordance with the provisions of Article 63 of the current Mercantile Regulations.

TELEMATIC PROCEDURE - The granting party shall gives express power of attorney to the authorizing notary to carry out all the necessary steps to to obtain the registration of the present in the Mercantile Registry, as well as for the liquidation of the same when necessary, in accordance with the provisions of Article 112 of Law 24/2001, of December 27, 2001, on Fiscal, Administrative and Social Order Measures. –

The submission telematic at at Register The payment of the taxpayer shall be subject to the appropriate provision of funds, which must be paid by the taxpayer within twenty calendar days following the execution of the deed. In the event that the aforementioned provision of funds is not paid within the aforementioned period, it will be considered that the interested party will process and manage the present transaction at his own expense, and the aforementioned Notary Public will be exempted from any responsibility for such management.-------------------------------------

---------------------------GRANTING AND AUTHORIZATION---------------------------

Thus it grants, after of making him the legal reservations and warnings, in particular about the obligations, rights and warnings contained in the following laws and regulations:-------------------------------------

---- De In accordance with as provided for in the Data Protection regulations, we inform you that the personal data of the participants will be processed by the authorizing Notary, whose contact details appear in this document. The purpose of the processing is to exercise the functions of the notarial activity and its invoicing. The data provided will be kept for as long as the relationship with the interested party is maintained and their deletion is not requested or for the years necessary to comply with legal obligations.-------------------------------------

The base legal basis of treatment is the

This means that the data must be provided to the Notary Public and would otherwise prevent his or her intervention. The communications foreseen in the Law will be made to the Public Administrations and, if applicable, to the Notary who succeeds them.

to the current one on the site. The participants may exercise their rights of access, rectification, deletion, limitation of processing, opposition or, where appropriate, portability of their data. In the event of any violation of rights, a complaint may be lodged with the Spanish Data Protection Agency. If data of persons other than those involved are provided, they must have previously informed them of all the provisions of Article 14 of the GDPR. The contact details of the data protection officer are dpd@aequus.es .-------------------------------------

--- From the provisions of Law 8/1.989 of 13 of April, to which is not subject because it is a document without amount.-------------------------------------

--- Read by me in its entirety this writing the undersigned, by his choice, in accordance with the provisions of Article 193 of the Notarial Regulations, declares that he remains duly informed of the content of the present public instrument, for which he freely gives his consent, and ratifies it by signing it with me, the Notary, of all of which, I WITNESS, as well as of the fact that the present grant conforms to the legality and the duly informed will of the grantor and that it is written on five sheets of exclusive paper for notarial documents, series and numbers of the present and the previous ones in order.

The signature of the appearing party follows. Signed:

Alejandro Cervera Taulet - Rubricados - There is the seal of the Notary. -------------------------------------

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