Duro Felguera calls extraordinary general meeting to approve transaction with Mota-Engil

Extraordinary General Meeting to decide on the Tula Project

Duro Felguera, S.A. has convened an Extraordinary General Meeting of shareholders for 18 September 2026, whose only substantive item on the agenda is the approval of the related-party transaction between the company and Mota-Engil México S.A. de C.V., known as the Tula Project. The call was agreed by the Board of Directors at its meeting on 14 August 2026 and published on 17 August 2026 in the Official Gazette of the Mercantile Registry (BORME), number 157, page 5921, with the official reference cve: BORME-C-2026-4739.

The meeting will be held exclusively in person at the company’s registered office, located at calle Hornos Altos s/n, Polígono Industrial Valnalón, Langreo (Postal Code 33930), Principality of Asturias, at 12:00 noon on first call. Should a quorum not be reached, a second call will take place the following day, 19 September 2026, at the same place and time. The company expects to hold it on first call.

Legal framework of the related-party transaction

The transaction is submitted to the General Meeting in accordance with Article 529 duovicies of the Consolidated Text of the Spanish Companies Act (approved by Royal Legislative Decree 1/2010), the provision governing related-party transactions in listed companies. This article requires that certain transactions with related parties —such as Mota-Engil México S.A. de C.V.— obtain the approval of the shareholders’ meeting to safeguard the interests of minority shareholders and ensure the transparency of the transaction.

Documentation available to shareholders

The Board of Directors has made available to shareholders, both at the registered office and on the company’s website (www.durofelguera.com), the necessary documentation for the exercise of their information rights. The three main documents are:

• Description of the basic terms of the Tula Project: the central document detailing the terms of the related-party transaction.
• Proposal of resolutions formulated by the Board of Directors to be submitted for approval at the Extraordinary General Meeting.
• Report of the Audit, Risk and Compliance Committee on the related-party transaction, prepared in compliance with Article 529 duovicies.3 of the Consolidated Text of the Spanish Companies Act.

The right to information may be exercised exclusively with respect to the agenda item concerning the related-party transaction. Shareholders may request clarifications or submit questions in writing up to the fifth day prior to the holding of the General Meeting.

Attendance requirements and special features of the call

To attend the General Meeting, shareholders must hold at least 400 shares registered in their name with the entities affiliated to the Securities Compensation and Settlement Service (IBERCLEAR) at least five days prior to the holding of the Meeting. Shareholders who do not reach this threshold may group together to appoint a representative.

The notice has a relevant special feature: the agenda is limited exclusively to the approval or rejection of the related-party transaction. No supplement to the notice may be requested, nor may new proposals be submitted, in accordance with the provisions of Articles 519.1 and 519.3 of the Spanish Companies Act, Article 23 of the Articles of Association, and Articles 8.4.a and 9 of the General Meeting Regulations. Additionally, the Board of Directors has requested the presence of a Notary to record the minutes of the Meeting, pursuant to Article 203 of the Spanish Companies Act.

Relevance for the investor

The approval of the Tula Project represents a strategic decision of the highest order for Duro Felguera, a listed industrial engineering company whose activities extend to energy and process infrastructure projects. A related-party transaction with a group of the scale of Mota-Engil —with an international presence in engineering and construction— may redefine the company’s business profile and its exposure to the Latin American market. Shareholders will have the formal opinion of the Audit, Risk and Compliance Committee prior to voting, which adds an additional layer of corporate control. The outcome of the vote on 18 September will be decisive for the company’s strategic direction and may significantly influence the stock market price of the shares.

Source: Official Gazette of the Mercantile Registry, number 157, 17 August 2026, Section Two — Announcements and legal notices, p. 5921 (official reference: cve BORME-C-2026-4739).