Jorge Pork Meat transfers the shares of Samefor to Jorge, S.L.

The meat company Jorge Pork Meat, S.L.U. has transferred to Jorge, S.L. the social shares of Samefor, S.L.U. through a partial spin-off with block transfer and by universal succession. The operation was approved on September 16, 2026, by the extraordinary and universal general meeting of partners of the beneficiary company and by the sole partner of the spun-off company. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 194, dated October 7, 2026, Second Section, with the official reference BORME-C-2026-5347.

The spin-off is subject to Royal Decree-Law 5/2023, whose article 10 requires the agreement to be made public, and is governed by the common spin-off project drafted by the administrative bodies of both companies on June 25, 2026. The spin-off balance sheets that establish the conditions of the operation are those closed on December 31, 2025, formulated by the administrators of the participating companies.

A partial spin-off without capital increase

The spun-off company, Jorge Pork Meat, S.L.U., transfers to the beneficiary, Jorge, S.L., the economic unit consisting of the social shares of Samefor, S.L.U. The transfer is carried out in block and by universal succession, such that the beneficiary acquires all rights and obligations of the segregated assets.

The operation does not require an increase in the share capital of Jorge, S.L., as expressly stated in the published announcement.

Simplified regime due to full ownership

Since the spun-off company is wholly owned, directly, by the beneficiary company, the spin-off follows the simplified regime of article 53 of Royal Decree-Law 5/2023. Three consequences derive from this, which the announcement details:

• The mentions provided for in article 53.1.1º have not been included in the spin-off project.
• No report from administrators or independent experts on the project is necessary.
• Approval of the spin-off by the sole partner of the spun-off company is not required.

Rights of partners, creditors, and staff

The announcement recognizes the right of the partners and creditors of both companies to obtain free of charge the full text of the decisions of the sole partner of the spun-off company, the agreements of the general meeting of the beneficiary, the spin-off balance sheets, and the spin-off project. All such documentation is available at the registered office of the participating companies.

Communications to exercise these rights must be addressed to Avenida de la Academia General Militar, n.º 52, 50015 Zaragoza, for the attention of Jorge Samper Rivas.

Both companies have employees; therefore, the documents provided for in Article 46 of Royal Decree-Law 5/2023, by reference to Article 63, have been made available to the workforce, along with the corresponding communications pursuant to Article 9.2.

Group Background

Samefor, S.L.U. is registered in the Commercial Registry of Zaragoza (S 8, H Z 27773) and was already listed as a sole proprietorship whose sole shareholder is Jorge Pork Meat, S.L., according to registration I/A 15 of July 24, 2025. In August 2026, the appointment of Miguel Ángel Córdoba Alós as the company’s proxy was registered (I/A 17).

Jorge Pork Meat, S.L. is registered in the same registry (S 8, H Z 40052) and in October 2025 re-elected Ernst & Young, S.L. as the statutory auditor (I/A 16).

The announcement appears signed in Zaragoza on September 16, 2026, by Jorge Samper Rivas, sole administrator of Jorge Pork Meat, S.L.U. and chairman of the board of directors of Jorge, S.L., with identifier A260042384-1.

Impact for the Food Group

The operation reorganizes the corporate structure of the Aragonese meat group: the parent company Jorge, S.L. now directly controls Samefor, S.L.U., which until now was a subsidiary of Jorge Pork Meat, S.L.U. As this is a partial spin-off, neither company is dissolved and activities continue, but the shareholders and creditors of both now have the right of access to the documentation at the registered office and a formal communication channel in Zaragoza to exercise this right.

Source: Official Gazette of the Commercial Registry, no. 194, October 7, 2026, Second Section (Announcements and legal notices), pp. 6636-6637 (official reference: BORME-C-2026-5347).