Genesis R.E.I.T. SOCIMI absorbs its subsidiary Genesis Antonio Vicent without liquidation

Genesis R.E.I.T. SOCIMI, S.A. absorbs its subsidiary Genesis Antonio Vicent, S.L.U. through a merger by absorption with dissolution without liquidation of the absorbed company. The decision was adopted by the sole shareholders of both companies on September 15, 2026, and is made public in the Official Gazette of the Mercantile Registry (BORME) no. 181, of September 18, 2026, Second Section, with the official reference BORME-C-2026-5051.

The announcement 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). The text is signed in Madrid, on September 15, 2026, by Ariel Mazoz, in his dual capacity as Chief Executive Officer and Secretary of the Board of Directors of the absorbing company and as Sole Administrator of the absorbed company.

Block Transfer and Universal Succession

The merger implies that Genesis Antonio Vicent, S.L.U. is extinguished without opening a liquidation period and that all its corporate assets are transferred in block to Genesis R.E.I.T. SOCIMI, S.A.. The absorbing company acquires by universal succession the rights and obligations of the subsidiary, which disappears as an independent company.

The operation is approved within the framework of the sole shareholder status of both companies, which simplifies the procedure: there is no exchange of shares between external shareholders nor a capital increase intended to remunerate third parties, as the parent company already fully controlled the absorbed entity.

Background: From the June Project to the September Announcement

The process began months before the now-disseminated publication:

• The common merger by absorption project was signed on June 15, 2026.
• Its filing took place on July 17, 2026, and was reflected in BORME no. 141, of July 24, 2026, in the list of filings of merger by absorption projects.
• Genesis R.E.I.T. SOCIMI, S.A. is registered in the Mercantile Registry of Madrid, sheet M-628137, and Genesis Antonio Vicent, S.L.U., in sheet M-697160.
• The absorbed company was incorporated in 2019 with a capital of 3,000.00 euros, domiciled at calle San Enrique number 20 in Madrid, and a corporate purpose focused on the purchase and sale of real estate, intermediation, urban development, and construction, including through financial leasing.
• The absorbing company, born from the transformation of Genesis Opportunities Madrid, S.L. into a SOCIMI, has as its purpose the acquisition and promotion of urban properties for lease and had accumulated a subscribed capital of 5,000,927.00 euros following the increases registered in May 2025.

Rights of Shareholders and Creditors

The announcement expressly states the right of the shareholders and creditors of the participating companies to obtain the full text of the adopted merger decisions, as well as the merger balance sheets and the common merger project. To exercise this right, they must contact the registered office of any of the intervening companies.

The publication in the BORME serves as the legal notice of the structural modification and opens the information period provided for in the regulations for those who maintain legal relationships with the affected companies.

The operation simplifies the corporate structure of the listed real estate group, which integrates into the parent company a wholly-owned subsidiary dedicated to development and leasing activities. For investors and tenants, the practical effect is the concentration of contracts, assets, and liabilities in Genesis R.E.I.T. SOCIMI, S.A., which henceforth assumes all obligations that until now corresponded to Genesis Antonio Vicent, S.L.U..

Source: Official Gazette of the Mercantile Registry, no. 181, of September 18, 2026, Second Section - Announcements and legal notices, page 6285 (official reference: BORME-C-2026-5051).