# ORION RENTAL SOCIMI — 2024 DOCUMENTO DE EMISIÓN DISCLOSURE AUDIT **Date:** 22 August 2026 **Status:** INTERNAL FORENSIC CONTROL — evidence-led; not a finding of illegality **Primary source:** `Documento-de-Emision-Orion.pdf`, dated 7 November 2024 **Context:** Por Derecho / Project Sun Rock repository and CNMV/RICPE/Sun Park evidence track ## 1. Controlling correction: what the document is The primary source is titled **Documento de Emisión** for incorporation of all ORION RENTAL SOCIMI, S.A. shares to the equity segment of **Portfolio Stock Exchange**, described in the document as a **sistema multilateral de negociación**. The document itself expressly states that **neither Portfolio Stock Exchange nor the CNMV approved or verified its content**. It also states that the issuer and its board bear responsibility for public issuer information and that the board considers the information complete and free of material omission. Accordingly, future Project Sun Rock wording must not describe the 7-Nov-2024 document as a CNMV-approved prospectus. References to “folleto” should distinguish any separate offer document from this Portfolio MTF Documento de Emisión. ## 2. Key board responsibility representation The Documento de Emisión identifies the board members, including **José Daniel Acosta Matos** and **Francisco Mario Matos Matas**, as persons assuming responsibility for the document’s content and declaring, according to their best knowledge, that it faithfully describes the facts and contains no material omission. The relevant forensic question is actor- and date-specific: what material information did each responsible director and management/SMN Adviser know by 7 November 2024, and was any such information necessary to make the document, its conflict disclosures, risk disclosures, related-party disclosures or management presentation not misleading? The representation is not itself evidence of a false statement. It defines the materiality and knowledge test. ## 3. Relationships that ARE disclosed — do not allege blanket concealment The 2024 Documento de Emisión expressly discloses substantial parts of the JDAM–FMMM–Cogolludo–AGM–Pamalexsha relationship architecture. ### José Daniel Acosta Matos The document states that JDAM is an Orion director; holds 25% of Construcciones Acosta Matos S.A.; holds 25% of Promociones Acosta Matos, S.L.; holds 18.77% of AGM Canary Asset Management, S.L.; and is described as holding senior governance roles in those entities. The shareholder table gives **Construcciones Acosta Matos, S.A. a 5% direct shareholding in Orion**. ### Francisco Mario Matos Matas The document states that FMMM is an Orion director; owns 33% of Pamalexsha Servicios Integrales, S.L. and acts there as proxy; has an indirect interest in Santa Lucía Real Estate, S.L.; has an indirect interest in AGM Canary Asset Management through Pamalexsha’s 18.77% AGM holding; and serves as a director of AGM. ### Shaila Cogolludo Ramos The document identifies **Shaila Cogolludo Ramos** as FMMM’s spouse and states that she owns 34% of Pamalexsha Servicios Integrales, S.L., owns 49% of Explotaciones Noalpa, S.L., acts as proxy in those companies and has an indirect interest in Santa Lucía Real Estate, S.L. ### Antonio Cogolludo Rojas The document identifies **Antonio Cogolludo Rojas** as FMMM’s father-in-law and states that he owns 33% of Pamalexsha Servicios Integrales, S.L., owns 51% of Explotaciones Noalpa, S.L., has an indirect interest in Santa Lucía Real Estate, S.L. and acts as administrator of the identified companies. ### Consequence The correct Project Sun Rock position is therefore **not** that Orion concealed the existence of the family/corporate relationship network. The document affirmatively disclosed much of it. The forensic question is whether those disclosures were **sufficiently complete in substance**, given any material historical conduct, conflicts, proceedings, asset relationships or information known to the responsible persons by 7 November 2024. ## 4. Material related-party transaction disclosed The Documento de Emisión states that on **6 August 2024** Orion entered into a construction contract with **Construcciones Acosta Matos, S.L.** for the urbanisation and nine developments in Hinojeros III, Granadilla de Abona, Tenerife. The contract is described as open-book and on market terms, with reimbursement of justified direct costs plus **15% industrial profit**. This is an important disclosed related-party/conflict fact. The audit should test, rather than presume: corporate identity between the shareholder and contractor entities; tender/benchmark/independent approval evidence; board conflict declarations and abstentions; pricing substantiation; who approved the 15% margin; amounts committed/incurred by 7 November 2024; and reconciliation to the later audited accounts. ## 5. Matters not located by exact-text testing Exact-text testing of the extracted document has not located references to: - `Sun Park`; - `Concurso 36/2012`; - `DP 1132/2018`; - `Promontoria`; - `RIC Private Equity`. This establishes absence of those literal references in the searchable extraction. It **does not by itself establish a material omission**. The next question is whether underlying facts attached to those names were required to be disclosed because they were material to a director’s conflicts or independence, AGM’s role as Orion’s strategic/asset manager, related-party relationships, management integrity/reputation or continuity, litigation/regulatory risk, or the basis on which investors would assess Orion’s governance and execution risk. ## 6. Litigation wording — important boundary The risk section states in substance that **the issuer is not currently a party, as claimant or defendant, to material or immaterial litigation**, while warning of future litigation risk. This statement is issuer-specific. It must not be treated as a representation that every Orion director, shareholder, manager or related company had no litigation, investigation or controversy. A viable disclosure challenge therefore requires a second step: show why a proceeding involving a director/manager/related party was itself material to Orion and required disclosure, or was necessary to prevent an affirmative statement from becoming misleading. ## 7. Identity / drafting quality-control issue The related-party disclosure concerning José Daniel Acosta Matos appears to transition into wording referring to **“D. José Manuel Acosta Matos”** when discussing connected persons. This should be verified against the signed/original source and underlying annual accounts. Unless evidence shows otherwise, classify this presently as a **drafting/identity-control discrepancy**, not concealment or fraud. ## 8. Repository context — Sun Park / Orion boundary The repository’s controlling multiple-financial-lives gate requires a strict Orion boundary: Orion is a **separate RICPE branch**; it must not be portrayed as the next Sun Park funding life without asset-specific proof; current Sun Park relevance is principally the documented later route of FMMM from the Sun Park/Comunidad environment into the Pamalexsha/AGM/Orion perimeter, plus any specifically proved patrimonial bridge; association alone does not attribute historical conduct to Orion, JDAM, Shaila Cogolludo, Antonio Cogolludo or others. ## 9. Existing internal forensic report — hypothesis map, not primary proof The 14-Jul-2026 internal FMMM/Cogolludo/JDAM/AGM/Orion report records, among other things, an asserted/documented pre-concurso FMMM Community-administration continuity from 2011; a 2016 knowledge/accounting strand; ACR/SCR Community roles and the later Pamalexsha ownership bridge; CAM/JDAM’s later entry and the 2017–2018 control/conflict chronology; and an objective later economic relationship through Pamalexsha → AGM → Orion. The same report expressly warns that family, corporate and professional relationships do not prove criminal agreement and treats criminal coordination from 2011 as a hypothesis, not a conclusion. Its function here is to identify **primary-source verification targets** for the disclosure audit. ## 10. What the 16-Jul-2026 CNMV communication already covered The existing CNMV communication of 16 July 2026 focused principally on **RIC Private Equity / Construcciones Acosta Matos / Sun Park–MYND Yaiza**, including the 2020 RPE/CAM investor presentation; fragmented ownership and dependence on Concurso 36/2012; the January 2021 CNMV warning; the July 2021 CAM/RPE narrowing documents; the identified CNMV supervisory-corpus gap concerning those July 2021 documents; later adjudication, HNT/MYND operation, financing/incentive and investor-intermediary evidence; and preservation/institutional-cooperation requests. That filing is a baseline. A new CNMV communication should **not simply resend the July theory**. It should identify the genuinely new Orion-specific disclosure analysis and attach a delta schedule. ## 11. NEW Orion-specific CNMV questions ### Priority A — responsibility and verification file Ask for preservation/identification, insofar as within CNMV competence or capable of referral, of the records underlying the 7-Nov-2024 Documento de Emisión, including board approval and responsibility statements; director disclosure questionnaires; conflict/related-party declarations; management representations supplied to Abbaco Markets; legal/due-diligence memoranda; drafts showing additions/deletions to related-party and risk sections; communications concerning material litigation, investigations or reputational matters; and documents supporting the statement that there was no material omission. ### Priority B — sufficiency, not existence, of related-party disclosure The issue is whether the disclosed network was **substantively sufficient**, particularly where the same document discloses JDAM’s ownership/governance of Acosta Matos and AGM; FMMM’s AGM/Pamalexsha interests; Shaila/Antonio Cogolludo’s Pamalexsha and Noalpa interests; AGM as Orion’s strategic/asset manager; and a major construction contract with the Acosta Matos perimeter. ### Priority C — historical-conflict materiality Request assessment of whether any verified, contemporaneous Sun Park/Comunidad/CAM matters known to Orion’s responsible directors by 7-Nov-2024 were material to Orion’s governance, conflict, manager or risk disclosures. Present this as a **materiality question supported by primary evidence**, not an assertion that Sun Park itself had to be named. ### Priority D — post-document reconciliation Reconcile the Documento de Emisión with Orion’s 2024 audited accounts, particularly the scale of transactions with Acosta Matos-related suppliers and any changes in disclosed roles/relationships. The question is what was known/committed/incurred by 7-Nov-2024 and whether the issuance document accurately captured the then-current exposure. ## 12. Evidence needed before criminal attribution Do not allege criminal concealment or collusion from the present record alone. For actor-specific attribution, obtain and compare: director questionnaires and representations; board minutes approving the document and the Acosta Matos construction contract; conflict declarations/abstentions; Abbaco Markets verification/due-diligence file; relevant legal opinions; correspondence showing who raised or rejected disclosure of historical proceedings/conflicts; proof of each actor’s actual knowledge by 7-Nov-2024; the legal/materiality basis said to require the omitted fact; evidence that omission altered or was capable of altering investor understanding; and separate evidence of intent or coordinated action, if any. ## 13. Current evidence classifications | Proposition | Classification | |---|---| | Orion Documento de Emisión dated 7-Nov-2024 exists | VERIFIED FACT | | It is for Portfolio Stock Exchange MTF incorporation | VERIFIED FACT | | Document says CNMV/Portfolio did not approve/verify content | VERIFIED FACT | | JDAM and FMMM were responsible Orion directors | VERIFIED FACT | | JDAM/Acosta Matos/AGM relationships were disclosed | VERIFIED FACT | | FMMM/Pamalexsha/AGM relationship was disclosed | VERIFIED FACT | | Shaila and Antonio Cogolludo relationships through Pamalexsha/Noalpa were disclosed | VERIFIED FACT | | Acosta Matos perimeter had a 5% Orion shareholding and construction contract | VERIFIED FACT | | Literal `Sun Park`, `Concurso 36/2012`, `DP 1132/2018`, `Promontoria`, `RIC Private Equity` references not located | VERIFIED TEXT-SEARCH RESULT, subject to page-image confirmation where necessary | | Those absences were legally material omissions | UNRESOLVED QUESTION | | Directors intentionally concealed material information | UNRESOLVED; NOT ESTABLISHED | | Criminal collusion/concealment | HYPOTHESIS ONLY; NOT ESTABLISHED | | Later AGM/Orion link proves a pre-2017 pact | NOT ESTABLISHED / prohibited inference | ## 14. Immediate recommended CNMV delta communication Prepare a concise supplementary filing headed substantially: **“ORION RENTAL SOCIMI — Aportación complementaria: Documento de Emisión de 7/11/2024, declaraciones de integridad, operaciones vinculadas y solicitud de preservación/verificación documental.”** Lead with four defensible points: 1. The document expressly places content responsibility on the issuer/board and asserts no material omission. 2. It affirmatively discloses a dense JDAM–Acosta Matos–AGM and FMMM–Pamalexsha–Cogolludo relationship network; the concern is therefore **sufficiency and historical-conflict materiality**, not blanket non-disclosure of the relationships. 3. Exact-text testing has not located Sun Park/Concurso 36/2012/DP 1132/2018/Promontoria/RICPE references, requiring a legal-materiality and knowledge review rather than an assumption of wrongdoing. 4. Request preservation/identification of disclosure questionnaires, board materials, Abbaco verification file and related conflict/due-diligence records needed to determine who knew what and whether investor disclosure was complete as of 7-Nov-2024. Cross-reference, rather than duplicate, the 16-Jul-2026 CNMV communication and attach a **new-evidence / previously-communicated matrix**. ## 15. Public-website treatment Do **not** publish a page stating that Orion or named directors concealed Sun Park or colluded criminally on the present evidence. A defensible public page may state what the Documento de Emisión actually discloses; the responsibility/no-material-omission wording; the disclosed related-party architecture; the specific literal absences located; the resulting regulatory questions; the evidence still needed; and the fact that the document says CNMV did not approve or verify its content. Any allegation must be labelled as Project Sun Rock’s allegation or investigative hypothesis and paired immediately with contrary/disclosed evidence. ## 16. Next finite closure tasks - page-image certify every key passage and page number in the original Documento de Emisión; - ingest and compare the signed 2023 and 2024 annual accounts line by line; - build a document/version chronology; - locate every later updated issuance/offer document or supplement; - reconcile 2024 related-party transaction amounts to contract dates and board approvals; - retrieve direct primary records for the 2011–2018 FMMM/Cogolludo/CAM factual propositions; - build an actor/date/knowledge/materiality matrix; - create the delta table against the 16-Jul-2026 CNMV filing; - only then draft the final supplementary CNMV submission. --- ### Evidence discipline Economic convergence is not legal identity. Relationship is not knowledge. Knowledge is not duty. Duty plus omission is not intent. A criminal attribution requires actor-specific evidence of the relevant fact, knowledge, duty, act/omission, materiality, causal significance and the required mental element.