Pan American Energy absorbs Terminal CP in a merger without capital increase

The Sole Shareholder of Pan American Energy, S.L. (Sociedad Unipersonal) adopted on 31 July 2026 the merger agreement by absorption of Terminal CP, S.L. (Sociedad Unipersonal), a wholly-owned company. The transaction was announced in the Official Gazette of the Mercantile Registry (No. 158) of Tuesday, 18 August 2026, with the official reference BORME-C-2026-4751, on page 5938.

The transaction falls within the Second Section of the BORME —Announcements and legal notices, Mergers and Acquisitions of Companies— and is published in accordance with the provisions of Article 10 of Royal Decree-Law 5/2023 of 28 June, which regulates the publicity requirements for this type of corporate transaction.

Structure of the transaction

The merger involves the dissolution without liquidation of Terminal CP, S.L., the absorbed company, and the block assumption —by way of universal succession— by Pan American Energy, S.L. of all the rights and obligations arising from the dissolved company. The transaction is carried out without an increase in the share capital of the absorbing company.

Both companies have the status of Sociedad Unipersonal, which means that each of them has a single owner. This circumstance significantly simplifies the process, by eliminating the need to convene general meetings with multiple shareholders for the adoption of the agreement.

Timeline of the process

• 30 June 2026: Approval of the common draft terms of merger by the management bodies of both companies.
• 31 July 2026: Adoption of the merger agreement by the Sole Shareholder of Pan American Energy, S.L.
• 18 August 2026: Publication of the notice in the BORME (No. 158), p. 5938.

Rights of shareholders and creditors

The official notice expressly states that the shareholders and creditors of the merging companies have the right to obtain the full text of the agreement adopted, the draft terms of merger and the merger balance sheets. The balance sheets used for the transaction are closed as at 31 December 2025.

Location and signature of the notice

The notice is dated in Bilbao on 31 July 2026 and was signed by Juan Carlos Stotz, Secretary of the Board of Directors of the absorbing company. The document bears the identifier A260035869-1 and is electronically verifiable at the headquarters of the BOE.

The publication of this merger in the Mercantile Registry has informative effects vis-à-vis third parties and creditors, and constitutes a prior legal requirement for the absorption to produce full legal effects. For companies in the energy sector, the consolidation of companies under a single corporate structure is a common strategy to simplify corporate management, centralise assets and optimise administrative operations without the need to inject new capital.

Source: Official Gazette of the Commercial Registry, No. 158, August 18, 2026, Second Section, p. 5938 (official reference: BORME-C-2026-4751).