Agronova Biotech transforms into a public limited company and absorbs Bidco 85

The sole shareholder of Agronova Biotech, S.L.U. and the sole shareholder of Bidco 85, S.L.U. approved on September 29, 2026, the transformation of the former into a non-listed public limited company and the reverse merger by which it is absorbed. The agreement is published in the Official Gazette of the Mercantile Registry (Boletín Oficial del Registro Mercantil) no. 195, of October 8, 2026, second section, with reference BORME-C-2026-5378 and identifier A260043074-1.

The operation is approved under Article 10.1 of Royal Decree-Law 5/2023, of June 28, and is based on the restructuring project signed on April 10, 2026. The sole shareholders of both companies exercised the powers of the general meeting in accordance with Article 15 of the Capital Companies Act, such that a formally convened meeting was not necessary.

The announcement is signed in Murcia, on September 29, 2026, by the sole administrator of the absorbed company and the chief executive officer of the transformed and absorbing company: Pietro Reho and Joel Artur Batista Jerónimo, respectively.

The two approved agreements

• Transformation of Agronova Biotech, S.L.U. into a non-listed public limited company.
• Reverse merger of Bidco 85, S.L.U. (absorbed company) by Agronova Biotech, S.L.U. (transformed and absorbing company).
• Restructuring project signed on April 10, 2026.
• Date of adoption of the agreements: September 29, 2026.
• Publication: BORME no. 195, of October 8, 2026, page 6676.

Rights of shareholders, creditors, and employees

The announcement expressly recognizes that the shareholders, creditors, and employees of each of the companies have the right to obtain the full text of the adopted agreements, as well as the transformation balance sheet and the merger balance sheet, under the terms of Article 10.1 of the LME.

This is a public notice of the agreement, not of its registration; therefore, the registration effectiveness of the transformation and the merger remains pending its record in the Mercantile Registry.

Registry background of the group

Agronova Biotech is registered in the Mercantile Registry of Murcia under sheet MU107733. Its sole shareholder has been Bidco 85, S.L.U. since September 2025, a company domiciled in the La Polvorista industrial estate of Molina de Segura (sheet MU118492) and whose sole shareholder is Holdco 85, S.L.U. (sheet M857735).

• Capital increase of Agronova Biotech: 1,077.00 euros, up to 21,077.00 euros (January 26, 2026).
• Capital increase of Bidco 85: 2,692.00 euros, up to 52,692.00 euros (February 24, 2026).
• Capital increase of Holdco 85: 28,781.00 euros, up to 563,319.00 euros (April 15, 2026).
• Appointment of Joel Artur Batista Jerónimo as CEO of Agronova Biotech (December 31, 2025).
• Auditor of Bidco 85 and Holdco 85: Deloitte Auditores, S.L. (June 2026).
• Linked group company: Agronova Biotech Europe, S.A., formerly Biogroot, S.A., with sheet MU 145 (February 2026).

Relevance

The transformation into a non-listed public limited company and the absorption of the intermediate holding company simplify the corporate chain of the Murcian group by eliminating a tier between the ultimate shareholder and the operating company. For the creditors and employees of both companies, the announcement opens the period for access to the full documentation of the operation, a preliminary step before the registration of the restructuring in the Mercantile Registry.

Source: Official Gazette of the Mercantile Registry, no. 195, of October 8, 2026, second section, page 6676 (official reference: BORME-C-2026-5378).