Agro Al: meeting to remove Laporta Roch and dissolve the company

Agro Al, S.A. has called an extraordinary general meeting for November 27, 2026, at the notary office of Rubén Lumbreras Boldova, in Alagón (Zaragoza), with the objective of declaring the conflict of interest and unfair competition of the joint administrator Jorge Laporta Roch, removing him through the exercise of the social liability action and, if applicable, dissolving the company. The notice is signed by the other joint administrator, Jesús Simal Casasnovas, in Zaragoza on October 19, 2026, and is published in the Official Gazette of the Mercantile Registry (BORME) no. 206, of October 26, 2026, with the official reference BORME-C-2026-5611. The agenda also includes the disciplinary dismissal of two employees and the claim for damages against them.

The call is supported by the corporate bylaws and the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of July 2. The meeting will be held at 11:00 AM on November 27, 2026, on the first call, and on November 30, 2026, at the same place and time, on the second call, at the notary office located at Barrión Nuevo 2 street (corner of Mayor street) in Alagón.

Shareholders may examine at the registered office and request the free delivery or shipment of the documentation submitted to the meeting, including the justification report for the dissolution drafted by the joint administrator in accordance with Article 197 of the LSC. Representation is adjusted to Article 184 of the same regulation, with an express special power of attorney in writing for this specific meeting in cases of spousal representation or delegation between co-owners.

The conflict with the competing company

The first item on the agenda submits for examination, debate, and eventual formal declaration the existence of a situation of conflict of interest and a breach of the prohibition of competition by Jorge Laporta Roch, derived from his participation, control, and administrative position in the competing company Veridia Farm, S.L., which was incorporated, according to the text of the notice, together with key personnel from the staff of Agro Al, S.A.

The registry records of that company appear in the BORME itself: Veridia Farm, S.L. was incorporated with its registered office at María Zambrano 31 avenue (WTCZ, West Tower), in Zaragoza, with a share capital of 3,000 euros and CNAE activity 4621, dedicated to the marketing and distribution of products and solutions for the agricultural-livestock sector and to technical and strategic consultancy in the livestock field (BORME no. 59, of March 26, 2026). Four joint administrators were appointed upon incorporation:

• Mario Enguita Lozano
• Jorge Laporta Roch
• Juan Antonio Vallés Lacarcel
• Isabel-María Velasco Les

The cessation of Jorge Laporta Roch as joint administrator of Veridia Farm, S.L. was registered on August 17, 2026 (BORME no. 162, of August 24, 2026).

Social liability action and dissolution

The second point proposes the exercise of the social liability action against Jorge Laporta Roch under Article 238 of the Capital Companies Act (Ley de Sociedades de Capital), with the consequent automatic removal from his position. The fourth point proposes the dissolution of the company due to the occurrence of the legal cause provided for in Article 363.1.d) of the LSC.

If the dissolution is approved, the fifth point agrees to the cessation of the joint administrators, the opening of the liquidation period, and the appointment of a single independent liquidator, Molero Asesores, S.L. The sixth point provides for the hiring of an independent expert for an economic-forensic expert report to quantify the negative impact caused by the activity of Veridia Farm, S.L., with special attention to the diversion of clientele, the loss of business opportunities, and the alteration of the operating account, as well as damages derived from tax contingencies and tax penalties for the fiscal years 2020 to 2024. The seventh point delegates powers for the execution and public notarization of the agreements.

Disciplinary proceedings against two workers

The third point examines the employment situation of Isabel-María Velasco Les and Mario Enguita Lozano, and submits to the board the ratification of the initiation of disciplinary proceedings, the precautionary suspension of employment and salary, and the exercise of disciplinary dismissal actions for breach of contractual good faith, abuse of trust, and unfair competition. The exercise of claims for damages against both before the competent jurisdiction is also proposed, for the economic and tax harm caused to the company.

Registry records of the company

Agro Al, S.A. is registered on sheet S 8, H Z 11445. The reelection of Jesús Simal Casasnovas and Jorge Laporta Roch as joint administrators was registered on May 20, 2026 (BORME no. 98, of May 26, 2026), following a registry history that includes the provisional closure of the sheet due to removal from the Legal Entities index on July 18, 2025, and its reopening on January 30, 2026 (BORME no. 25, of February 6, 2026).

The meeting is relevant for partners, staff, and creditors: the continuity of the company, the asset liability of the designated administrator, and the employment status of two employees—who, furthermore, appear as joint administrators of the competing company at the time of its incorporation—depend on a single act.

Source: Official Gazette of the Mercantile Registry, no. 206, October 26, 2026, Second Section - Announcements and legal notices (Calls for Meetings), pág. 6957-6958 (official reference: BORME-C-2026-5611).