Genesis Socimi absorbs Genesis La Coruña 21 via dissolution without liquidation

Genesis R.E.I.T. Socimi, S.A. absorbs its subsidiary Genesis La Coruña 21, S.L.U., which will be dissolved without liquidation and will transfer its entire corporate assets en bloc to the absorbing company. The agreement was adopted by the sole shareholders of both companies on September 15, 2026, and is published in the Official Gazette of the Mercantile Registry (BORME) no. 182, of September 21, 2026, Second Section, page 6316, with the official reference BORME-C-2026-5079.

A merger by absorption without liquidation

The operation is carried out under Article 10 of Royal Decree-Law 5/2023, of June 28, transposing European Union Directives on structural modifications of commercial companies (RDME). The absorbing company will acquire all the rights and obligations of the absorbed company by universal succession.

The announcement details the effects of the merger:

• Dissolution without liquidation of Genesis La Coruña 21, S.L.U.
• En bloc transfer of all its corporate assets to Genesis R.E.I.T. Socimi, S.A.
• Universal succession of the absorbing company in the rights and obligations of the absorbed company

Who decides and who signs

The merger was approved by the sole shareholder of the absorbing company and by the sole shareholder of the absorbed company, both dated September 15, 2026. The announcement was signed in Madrid on the same day by Ariel Mazoz, in his dual capacity as CEO and Secretary of the Board of Directors of Genesis R.E.I.T. Socimi, S.A. and as Sole Administrator of Genesis La Coruña 21, S.L.U., with announcement identifier A260039554-1.

The merger project was previously deposited in the Mercantile Registry of Madrid on July 7, 2026, as recorded in BORME no. 134, of July 15, 2026, page 34955, reference BORME-B-2026-134-28, where GENESIS LA CORUÑA 21 SL appears as the absorbed entity.

Background: from real estate developer to listed SOCIMI

Genesis La Coruña 21, S.L.U. was incorporated and began operations on September 8, 2021, with a capital of 3,000.00 euros, registered office at calle San Enrique 20 in Madrid, and sole shareholder Genesis Opportunities Madrid, S.L., according to the BORME of September 28, 2021 (reference BORME-A-2021-187-28). In October 2024, it expanded its corporate purpose to the acquisition and promotion of urban real estate for lease, with registration data S 8, H M 745579, I/A 3 (reference BORME-A-2024-193-28).

The absorbing company, registered under registry data S 8, H M 628137, adopted its current name following its transformation into a SOCIMI (REIT), published in the BORME on February 27, 2024 (reference BORME-C-2024-644). Its resulting subscribed and paid-up capital amounted to 5,000,927.00 euros following the capital increases registered in May 2025 (reference BORME-A-2025-96-28), and its auditor is Crowe Auditores España, SLP (reference BORME-A-2024-153-28).

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, by contacting the registered office of any of the intervening companies.

The operation is part of a sequence of subsidiary integrations by the SOCIMI: two days prior, on September 18, 2026, the BORME published the absorption of Genesis Antonio Vicent, S.L.U. by the same absorbing company, also approved on September 15, 2026, and signed by Ariel Mazoz (BORME no. 181, p. 6285, reference BORME-C-2026-5051).

Impact for investors

For the shareholders of Genesis R.E.I.T. Socimi, S.A., the absorption simplifies the group’s corporate structure by fully integrating a sole-shareholder subsidiary dedicated to the development and leasing of urban properties, without the operation involving a capital increase or cash outflow. The creditors of the absorbed company retain their right to examine the merger documents at the registered office of the participating companies.

Source: Official Gazette of the Mercantile Registry (BORME), no. 182, September 21, 2026, Second Section - Announcements and legal notices, p. 6316 (official reference: BORME-C-2026-5079).