Cosentino transfers its distribution in Spain to Cosentino España

The Cosentino group has approved the spin-off of its distribution and marketing business in Spain in favor of Cosentino España, S.L.U., a beneficiary company wholly owned by the spun-off company. The decision, adopted on September 18, 2026, by the sole shareholder of Cosentino Global, S.L.U., is published in the Official Gazette of the Mercantile Registry (BORME) no. 183, dated September 22, 2026, Second Section (Announcements and legal notices), page 6344, with the official reference BORME-C-2026-5104.

Legal framework and scope of the operation

The publication is based on Article 10 of Royal Decree-Law 5/2023, of June 28, transposing European Union Directives regarding structural modifications of commercial companies (RDME), applicable by reference to Article 63 of the same text. The spin-off is executed in accordance with Article 61 and related articles of the RDME.

The announcement specifies that the operation consists of the separation and transfer in block and by universal succession of part of the assets of Cosentino Global, S.L.U. allocated to its distribution and marketing business in Spain of Cosentino Group products, a set that constitutes an economic unit. The transfer is carried out without the extinction of the spun-off company.

Participating companies and administrators

• Spun-off company: Cosentino Global, S.L.U.
• Beneficiary company: Cosentino España, S.L.U.
• Joint administrators of Cosentino Global, S.L.U.: Eduardo Martínez-Cosentino Ramos, Eduardo Martínez-Cosentino Alfonso, and Eduardo Martínez-Cosentino Rosado
• Joint administrators of Cosentino España, S.L.U.: Álvaro de la Haza de Lara and Jorge Cuervo Vela
• Place and date of the decision: Cantoria (Almería), September 18, 2026
• Announcement identifier: A260040199-1

Background: a company created four months prior

Cosentino España, S.L.U. is a newly created company. Its incorporation, with operations beginning on May 4, 2026, was published in BORME no. 94, dated May 20, 2026 (reference 237053), with a share capital of 3,000.00 euros, registered office at carretera A-334 Baza-Huércal Overa, exit 60, Cantoria industrial estate, and sole shareholder Cosentino Global, Sociedad Limitada. Its corporate purpose covers the distribution and marketing of natural stones, artificial stone, and quartz particle agglomerated surfaces, among other activities.

The group already resorted to this type of operation in 2025: BORME no. 127, dated July 7, 2025 (reference 4020), published the partial demerger of Cosentino Global, S.L.U. and Cosentino Industrial, S.A.U. in favor of Cosentino Operaciones Internacionales, S.L.U., a newly created beneficiary company.

Creditors’ rights

The announcement expressly states the right of the creditors of the intervening companies to obtain the full text of the adopted spin-off decisions, the spin-off project, and the spin-off balance sheets of the intervening companies, by contacting the registered office of any of them.

The operation reorganizes the corporate perimeter of the Almería-based group without liquidating any company: Cosentino Global, S.L.U. survives and the Spanish distribution business is transferred to a wholly-owned subsidiary. For suppliers and creditors, the change in ownership of the transferred economic unit does not alter their right to consult the spin-off documentation at the registered offices of the intervening companies.

Source: Official Gazette of the Mercantile Registry (BORME), no. 183, of September 22, 2026, Second Section (Announcements and legal notices), page 6344 (official reference: BORME-C-2026-5104).