Vodafone Holdings Europe reduces capital by 893 million and passes to Zegona

Vodafone Holdings Europe SL has reduced its share capital by 893,194,000 euros, bringing it down to 10,000,000 euros, and has registered the change of its sole shareholder in favor of Zegona Holdco Limited, along with the replacement of its sole administrator. The three entries are published in the first section of the Official Gazette of the Mercantile Registry (BORME) number 217, corresponding to Thursday, November 12, 2026, with the official reference BORME-A-2026-217-28.

The details are contained in three consecutive registrations of the same company in registration sheet M-297440 of the Mercantile Registry of Madrid, all carried out on November 4, 2026, and numbered as registrations 188th, 189th, and 190th. The BORME lists them under entry numbers 506461, 506462, and 506463, on page 53145 of the gazette.

Capital reduction of 893 million

Entry 506463 describes a capital reduction in the amount of 893,194,000.00 euros, with a resulting subscribed capital of 10,000,000.00 euros. The operation required the modification of Article 5 of the corporate bylaws, dedicated to share capital.

The figure aligns with the company’s previous capital: in April 2019, another reduction of 1,115,937,577.00 euros left the subscribed capital at 903,194,000.00 euros (BORME number 66, of April 4, 2019), meaning the cut now registered is practically equivalent to the entirety of that remaining capital.

New sole shareholder and management replacement

Entry 506461 modifies the identity of the sole shareholder of the single-member company, which becomes Zegona Holdco Limited. Entry 506462 records the termination and appointment in the management body:

• Termination of Robert Walter Samuelson as sole administrator.
• Appointment of Mark Falcon Millar as sole administrator.

Both movements were registered on the same day as the capital reduction, in registrations 188th and 189th of sheet M-297440.

A corporate sequence starting in 2025

The company had already registered movements linked to the Zegona group in previous months. On November 20, 2025, it registered the merger by absorption of Zegona Bidco SL (BORME number 222, of November 20, 2025), and one week later, on November 27, 2025, the appointment of Robert Walter Samuelson as sole administrator replacing José Miguel García Fernández (BORME number 227, of November 27, 2025).

The company also has a long history of reorganizations: in January 2018, it registered the absorption of Grupo Corporativo Ono SA (BORME number 13, of January 18, 2018), within the Spanish perimeter of the telecommunications operator.

The capital reduction will leave the net equity of Vodafone Holdings Europe SL at a level significantly lower than before, a move that directly affects the company’s creditors and the structure through which the Zegona group controls its assets in Spain. The publication in the BORME provides official publicity and enforceability against third parties for the three entries, which have already been recorded in the Mercantile Registry of Madrid since November 4.

Source: Official Gazette of the Mercantile Registry, no. 217, of November 12, 2026, first section (Entrepreneurs, registered acts, Madrid), page 53145 (official reference: BORME-A-2026-217-28).