Climb Business absorbs Campo de Golf Layos and the company is dissolved

The company Climb Business, S.L. has fully absorbed Campo de Golf Layos, S.L.U., which shall be extinguished without liquidation and shall transfer, as a whole, by universal succession, the entirety of its assets, rights, and obligations. The agreement was adopted on August 3, 2026, by the Extraordinary and Universal General Meeting of shareholders of the absorbing company and by the sole shareholder of the absorbed company, and is published in the Official Gazette of the Mercantile Registry (BORME) number 163, dated August 25, 2026, page 6003.

The operation is formalized in accordance with the common merger project formulated by the administrative bodies of both companies on June 26, 2026. The announcement, signed in Madrid on August 14, 2026, is published in the second section of the gazette, dedicated to announcements and legal notices, under the official reference BORME-C-2026-4806.

Special regime for wholly-owned subsidiaries

The merger is subject to the special regime for the absorption of a wholly-owned subsidiary provided for in Article 53 of Royal Decree-Law 5/2023, of June 28, as Climb Business, S.L. is the direct holder of the entire share capital of Campo de Golf Layos, S.L.U. Consequently, the operation does not require an increase in the share capital of the absorbing company nor an exchange ratio.

In accordance with Article 9 of Royal Decree-Law 5/2023, it has not been necessary to previously publish or deposit the documents required by law. The announcement is disseminated in compliance with Article 10 of the same regulation.

Companies and representatives

The participating companies and their administrators are as follows:

• Climb Business, S.L. (C.I.F. B-66725706), absorbing company, administered by Carfernu, S.L.U., represented by Fernando Núñez Lirio.
• Campo de Golf Layos, S.L.U. (C.I.F. B-45335502), absorbed company, administered by Family Jim, S.L.U., represented by Pedro Antonio Jimeno Maroto.

Rights of shareholders and creditors

It is expressly stated that shareholders and creditors of the participating companies have the right to obtain free of charge the full text of the merger agreements and the merger balance sheets. Creditors whose claims arose prior to the publication of the merger agreement may exercise the protection rights provided for in Article 13 of Royal Decree-Law 5/2023, of June 28, under the terms and deadlines established in said provision.

The integration of Campo de Golf Layos, S.L.U. into Climb Business, S.L. entails the concentration of activities linked to the golf course under a single company, without prior dissolution or distribution of liquidation. For creditors and third parties with prior relationships with the absorbed entity, the publication of the announcement opens the period to exercise their protection rights, ensuring the transparency of an operation that falls within the framework of corporate restructuring regulated by Royal Decree-Law 5/2023.

Source: Official Gazette of the Mercantile Registry (BORME), no. 163, August 25, 2026, Second Section (Announcements and legal notices), page 6003 (official reference: BORME-C-2026-4806).