Green Clover Capital absorbs Clover Capital in a simplified reverse merger

Green Clover Capital SOCIMI, S.A. will absorb Clover Capital SOCIMI, S.A. through a reverse merger agreed upon on September 18, 2026, and published in the Official Gazette of the Mercantile Registry (BORME) no. 185, dated September 24, 2026, Second Section, page 6403. The operation is subject to the simplified regime of Royal Decree-Law 5/2023 and will take accounting effect from January 1, 2026. Creditors of the absorbed company have a period of one month from the publication of the final notice to object.

Agreement of the meetings and simplified regime

The notice, with official reference BORME-C-2026-5150 and order number 5150, states that the Extraordinary and Universal General Shareholders’ Meeting of Clover Capital SOCIMI, S.A., held on September 18, 2026, with the attendance and representation of the entire share capital, approved the absorption of the company itself by Green Clover Capital SOCIMI, S.A. On the same date, the Sole Shareholder of the absorbing company approved the merger, the Common Merger Project signed by the directors of both companies, and the corresponding merger balance sheets.

Since the absorbed company holds 100% of the capital of the absorbing company, the operation is subject to the simplified regime of Article 53.1 of Royal Decree-Law 5/2023. The formal consequences are:

• No share exchange ratio is applicable.
• No capital increase is carried out.
• The shares of the absorbing company pass directly to the shareholders of the absorbed company, in the same proportion.

Extinction without liquidation and right of opposition

Clover Capital SOCIMI, S.A. will be extinguished without liquidation and its assets will be transferred en bloc to Green Clover Capital SOCIMI, S.A. by universal succession, with accounting effects from January 1, 2026. The notice is published under Article 10 of Royal Decree-Law 5/2023, of June 28, transposing European Union Directives regarding structural modifications of commercial companies.

Partners and creditors may obtain the full text of the agreements and the merger balance sheets at the registered office. Creditors may exercise their right to oppose the merger within a period of one (1) month from the publication of the final notice, under the terms of Article 13 of Royal Decree-Law 5/2023. The notice was signed in Madrid on September 22, 2026, by the Sole Administrator, Mr. Manuel Castelo Muñoz.

Background: two sister companies converted into SOCIMIs

The operation culminates a corporate process initiated this year at the same registered office at calle Pajaritos number 25, 28007 Madrid:

• Clover Capital, S.L. (N.I.F. B-64115454) approved its transformation into a public limited company and its new name as Clover Capital SOCIMI, S.A. in a meeting on February 25, 2026, published in the BORME no. 48, of March 11, 2026, p. 921 (announcement 724).
• Green Clover Capital, S.L. (N.I.F. B-64.115.512) approved its transformation into Green Clover Capital SOCIMI, S.A. by decision of its sole shareholder on April 27, 2026, published in the BORME no. 84, of May 5, 2026, p. 2292 (announcement 1745).
• The Common Merger Project by absorption was filed on August 3, 2026, and was recorded in the BORME no. 152, of August 10, 2026, p. 39060, First Section, under number 485.

Impact for shareholders and creditors

The simplified reverse merger concentrates the assets of both companies in Green Clover Capital SOCIMI, S.A. without disbursement or exchange for the shareholders, who maintain their participation in the same proportion. For the listed real estate sector, the announcement sets the relevant calendar: creditors of the absorbed company have one month to object, and the absorbed company will disappear from legal traffic once the operation is registered, with accounting retroactivity to the beginning of 2026.

Source: Official Gazette of the Mercantile Registry, no. 185, of September 24, 2026, Second Section - Announcements and legal notices, p. 6403 (official reference: BORME-C-2026-5150).