Prim calls an extraordinary virtual meeting on December 1 to absorb Teyder

The board of directors of Prim, S.A. has called an extraordinary general shareholders’ meeting, which will be held exclusively via telematics on December 1, 2026, at 12:00 p.m., for the purpose of approving the merger by absorption of Teyder, S.L.U. The notice, agreed upon by the board on October 27, 2026, is published in the Official Gazette of the Mercantile Registry (BORME) no. 210, of October 30, 2026, second section, notices of meetings, with the official reference BORME-C-2026-5728.

The company anticipates that the meeting will be held on second call, on December 2, 2026, at the same time. Prim, S.A. is a listed company domiciled in Fuencarral (Madrid), Avenida del Llano Castellano, number 43, 3rd floor, and its notice falls under the regime of the Capital Companies Act for meetings of public limited companies.

The operation is not a new development: Teyder, S.L.U. has been registered as a sole proprietorship company with Prim, S.A. as the sole shareholder since November 2022, with registry data in volume 30944, folio 95, page B-103435. This full ownership explains why the merger is proposed without a capital increase and without an exchange ratio.

An absorption without exchange and with accounting effects from January

The first item on the agenda submits the merger under the strict terms of the common project signed on October 27, 2026, by the administrative bodies of both companies. The specific terms are:

• Teyder, S.L.U. will be extinguished without liquidation, and Prim, S.A. will acquire its assets, rights, and obligations by universal title.
• There will be no modification of the bylaws nor a capital increase in the absorbing company, nor a procedure and exchange ratio, as the absorbed company is fully and directly owned by the former.
• No compensation is foreseen for the shareholders of the absorbing company, as there are no contributions of industry or ancillary services.
• The operation will have no negative implications for creditors; therefore, no specific personal or real guarantees are offered.
• No advantages will be attributed to directors or supervisory bodies, no independent experts will be appointed, and the administrative body of the absorbing company will not change.
• The accounting effects are retroactive to January 1, 2026.
• The merger is subject to the special tax regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

Directors’ report, merger balance sheet, and delegation of powers

The agenda is completed with the acknowledgment of the administrators’ report signed on October 27, including a section dedicated to the employees, and any observations that may have been submitted by creditors or employee representatives. The approval of the company’s semi-annual financial report, closed as of June 30, 2026, and published on July 31, 2026, on the corporate website and on the page of the National Securities Market Commission, which replaces the merger balance sheet, is also submitted.

The second item is dedicated to the delegation of powers. From the publication of the announcement until the holding of the meeting, the company will maintain on its website the merger project, the administrators’ report, the annual accounts and audit reports for the last three financial years of both companies, the merger balance sheet of the absorbed entity with its audit report, the bylaws of the absorbing entity, and the list of members of the administrative bodies.

Deadlines and rights of minority shareholders

Capital holders have a limited schedule to intervene before the meeting:

• Observations on the merger project: up to five business days before the meeting.
• Substantiated proposals for agreements: for shareholders with at least 3 percent of the capital, with notification received at the registered office within five days following the publication of the notice.
• Right of attendance: shares registered in their name five days in advance, i.e., November 27, 2026, if the meeting is held on second call.
• Right to information: written requests up to the fifth day prior to the meeting, including a copy of the national identity document.
• Representation and remote voting: receipt of cards and proxies at least 24 hours in advance.

Remote attendance, shareholder forum, and notary

The meeting will be exclusively remote: the attendance platform will be open between 9:00 and 11:45 hours on December 1, or December 2 if held on second call, and no subsequent connections will be admitted. Shareholders may identify themselves using a recognized electronic certificate or with user credentials and a password, which must be requested 24 hours in advance; audio or video interventions will require a device with a microphone and, where applicable, a camera.

The board has also enabled the electronic shareholder forum, with operating rules approved in its session on October 27, 2026, and a shareholder service telephone line. The Board of Directors will require the assistance of a notary to draw up the minutes of the meeting. The announcement is signed in Madrid, on October 29, 2026, by the secretary of the board, Rafael Alonso Dregi.

The relevance for the minority investor is twofold: the board is limited to ratifying a transaction between a parent company and a wholly-owned subsidiary, without any exchange or capital increase, such that it neither dilutes nor alters the position of the shareholders of Prim, S.A., but it does formally extinguish Teyder, S.L.U. with accounting effects from January 1, 2026. The creditors of both companies retain their right of observation, and the company expressly maintains that the merger does not prejudice them, a point that the mercantile registry will record upon registering the operation.

Source: Official Gazette of the Mercantile Registry, no. 210, October 30, 2026, second section (board notices), p. 7100 (official reference: BORME-C-2026-5728).