Transportes Ferroviarios de Madrid reduces capital and returns 20.5 million to shareholders

Transportes Ferroviarios de Madrid, S.A. will reduce its share capital by 20,540,433.72 euros in order to return this amount to its shareholders. The Extraordinary and Universal General Shareholders’ Meeting of the company unanimously approved the operation on October 1, 2026, according to the announcement published in the Official Gazette of the Mercantile Registry (BORME) on October 7, 2026, with official reference BORME-C-2026-5350.

The agreement is adopted in compliance with Article 319 of the Capital Companies Act and is intended for the return of the value of contributions to the shareholders, a scenario provided for in Article 317 of the same regulation. The company, with its registered office at Juan Esplandiú Street, number 13, 10th floor, module A, CP 28007, Madrid, communicated the agreement through the capital reduction announcement inserted in the Second Section of the BORME, dedicated to announcements and legal notices.

A return of contributions, not a redemption of shares

The reduction is not executed through the redemption of securities, but through the decrease of the nominal value of each share. Consequently, the share capital is set at 24,040,484.18 euros, compared to the 44,580,917.90 euros resulting from the previous capital.

The declared purpose is the return of the value of contributions to the shareholders, which implies an effective outflow of resources from the company to its partners and not a simple accounting cleanup operation.

New capital and shareholding structure

After executing the agreement, the company’s capital structure is as follows:

• Nominal value of each share: 32.41 euros.
• Resulting share capital: 24,040,484.18 euros.
• Total number of shares: 741,779.
• Numbering: consecutive, from 1 to 741,779.
• Class and series: all of the same class and series, with identical rights.
• Representation: through nominative securities, with the provision for the issuance of multiple securities.

Modification of the corporate bylaws

As a consequence of the operation, the company modifies articles 5 and 6 of its bylaws. Article 5 now sets the share capital at 24,040,484.18 euros, while Article 6 states that the capital is fully subscribed and paid up and is represented by 741,779 shares with a nominal value of 32.41 euros each.

The announcement was signed in Madrid on October 1, 2026, by the Non-Director Secretary of the Board of Directors, María Solana Méndez de Vigo.

Creditors’ right of opposition

The BORME informs the creditors of the company whose credits arose prior to the publication date of the last of the announcements regarding the capital reduction of their right to oppose the operation. This right is exercised under the terms provided in articles 334 and 336 of the Capital Companies Act, which establish a period of one month from the publication of the last announcement to lodge the opposition.

Capital reduction with the return of contributions is one of the corporate operations that most directly affects the asset guarantee of creditors; hence, the law requires publicity in the BORME and grants holders of prior credits a specific window to protect their interests.

Source: Official Gazette of the Mercantile Registry, no. 194, October 7, 2026, Second Section - Announcements and legal notices, page 6640 (official reference: BORME-C-2026-5350).