El Corte Inglés absorbs its Portuguese subsidiary through dissolution without liquidation

Financiera El Corte Inglés, E.F.C., S.A. will absorb its Portuguese subsidiary Financeira El Corte Inglés Portugal, S.F.C., S.A., a company wholly owned by the absorbing entity, in an intra-European cross-border merger by absorption that entails the dissolution without liquidation of the Portuguese company. The announcement, signed in Madrid on September 25, 2026, is published in the Official Gazette of the Mercantile Registry (BORME) no. 191, dated October 2, 2026, within the Second Section of announcements and legal notices, under the official reference BORME-C-2026-5291.

The operation is based on articles 10 and 55 of Royal Decree-Law 5/2023, of June 28 (RDLME), the regulation that transposes European directives regarding structural modifications of commercial companies. The boards of directors of both companies approved the common merger project on March 23 and March 30, 2026, respectively, and it is determined therein that the assets of the absorbed entity will be transferred en bloc and by universal succession to the assets of the absorbing entity.

The project had already been previously recorded in the registry: its deposit was noted on September 14, 2026, and published in the BORME of September 21, 2026, with the registry data S 8, H M 162765, I/A 214.

An intra-European merger without a general meeting

Since the absorbing entity holds 100 percent of the capital of the absorbed entity, the merger does not require approval from the general meeting of Financiera El Corte Inglés, E.F.C., S.A., pursuant to article 55 of the RDLME. Nor does it require the approval of the general meeting of the absorbed company, according to article 53.1.4 of the same legal text.

The absorbed company will be dissolved without liquidation, meaning there will be no distribution of liquidation quotas among the partners of the Portuguese subsidiary, but rather a direct integration of its assets into the group’s financial parent company.

Rights of partners, creditors, and employees

The announcement details a set of rights and deadlines that are activated upon publication:

• Partners representing at least 1 percent of the capital of the absorbing entity may demand the holding of a general meeting to approve the absorption, within one month from the publication of the project.
• Partners with that same percentage, as well as creditors and employees, may submit any observations they deem appropriate regarding the project.
• Creditors of each company may oppose the merger within one month from the publication of the announcement, in accordance with article 13 of the RDLME.
• Partners, creditors, and employee representatives may examine at the registered office the full text of the agreements, the merger balance sheets, the common project, and the annual accounts and management reports of the last three financial years, in addition to the auditors’ reports, and obtain free copies or delivery.

No reports from directors or experts

The announcement expressly states that, by reference from Article 53 of the RDLME to paragraphs 3, 5, 7, and 8 of Article 40, reports from directors or independent experts regarding the merger project are not mandatory.

The communication is signed by Fernando García Solé, secretary of the board of directors of Financiera El Corte Inglés, E.F.C., S.A., and by André Miguel Silva Leite de Oliveira, executive director of Financeira El Corte Inglés Portugal, S.F.C., S.A., with announcement identifier A260041726-1.

The operation simplifies the corporate structure of the group’s financial arm by integrating a Portuguese subsidiary, which it already fully controlled, into the Spanish parent company, without cash disbursement or exchange of shares. For minority shareholders, creditors, and staff, the month following the publication opens the formal window to request a meeting, submit observations, or exercise the right of opposition—procedures that condition the effective execution of the absorption.

Source: Official Gazette of the Mercantile Registry, no. 191, of October 2, 2026, Second Section (Mergers and acquisitions of companies), pp. 6567-6568 (official reference: BORME-C-2026-5291).