Cartonajes VIR submits the dismissal of the CEO to its board

The board of directors of Cartonajes VIR, S.A. has called a general shareholders’ meeting for December 10, 2026, with the objective of removing Inaciu Iglesias Fernández as administrator, terminating his contract as chief executive officer, and approving the exercise of a social liability action against him. The decision is formalized in the announcement published in the Official Gazette of the Mercantile Registry (BORME) No. 213, dated November 5, 2026, page 7202, second section of announcements and legal notices, with official reference BORME-C-2026-5804.

The company, with registered office at Polígono Industrial Meres, s/n, in Siero (Asturias), is registered in the Mercantile Registry of Asturias, sheet AS-2942, with C.I.F. A33023581. The convener is the board of directors itself, which signed the announcement in Siero on November 3, 2026, under the presidency of Eduardo Iglesias Fernández. The meeting will be held at the notary office of Ms. Miryan Calzón García, at calle Celleruelo, 4, ground floor, in Pola de Siero, at 10:30 a.m. on the first call and, failing that, on December 11 on the second call.

The announcement invokes the “serious and culpable (rectius: fraudulent)” breach of the chief executive officer’s professional obligations and the contravention of the general duty of diligence and the duty of loyalty. The company relies on the penultimate paragraph of the sixth clause of the executive’s contract and the power granted to the aggrieved contracting party by Article 1124 of the Civil Code, and maintains that the described behaviors caused “serious damage to the corporate interests.”

A five-point agenda

The meeting must rule on the following matters:

• First: removal of Mr. Inaciu Iglesias Fernández as administrator and termination, for just cause, of the contract binding him as chief executive officer.
• Second: approval of the exercise of the social liability action against Iglesias Fernández himself.
• Third: appointment of a new member of the board of directors.
• Fourth: analysis of the actions of some directors and third parties related to them in relation to the members of the steering committee, with the adoption of any appropriate agreements.
• Fifth: granting of powers for the execution of what has been agreed, its elevation to a public deed, and its registration in the Mercantile Registry.

The document details up to four breached legal obligations: the prohibition of exercising powers for purposes other than those granted; abstention in decisions with conflicts of interest, “of which every case of self-contracting is a paradigm”; the proper performance of the position under personal responsibility, and the adoption of measures to avoid conflict situations.

Three calls in seven months

The December meeting culminates a succession of board meetings in the company. On April 23, 2026 (BORME no. 77, reference BORME-C-2026-1415), the registrar of the Commercial Registry of Asturias number 2, Laura García-Pumarino Ramos, called an extraordinary meeting under Article 169 of the consolidated text of the Capital Companies Law for June 3, with an agenda focused on the separation of administrators, the determination of the number of members of the body, and the reelection or appointment of directors; the position of president was vacant due to death.

On July 1, 2026 (BORME no. 124, reference BORME-A-2026-124-33), the fixing of the number of directors at six, the cessation of Santiago Iglesias Vincelle as director and president, the appointment of Eduardo Iglesias Fernández as president, and the incorporation of Josefa Fernández Ardura, José Joaquín Ostos Muñoz, and Dasar Gestión Patrimonial, S.L. were registered. Inaciu Iglesias Fernández remained as CEO.

On September 28, 2026 (BORME no. 187, page 6457, reference BORME-C-2026-5199), the board called a meeting for November 3 with three points: dismissal, social liability action, and powers. The new call adds the appointment of a director and the analysis of actions, and moves the registered office to the notary’s office.

Concentrated Shareholding and Subsidiary Company

The share capital amounts to 1,372,804.20 euros, represented by 22,842 shares of 60.10 euros, following the reduction of 213,114.60 euros agreed upon by the meeting of November 28, 2022 (BORME no. 109, of June 12, 2023, reference BORME-C-2023-3974). The resulting distribution attributes 6,727 shares to Santiago Iglesias Vincelle and another 6,727 to Josefina Fernández Ardura, 5,798 to Pedro Iglesias Friera, and 190 each to Inaciu, Eduardo, and María Iglesias Fernández, Julieta Iglesias Martínez, and Ramón Iglesias Martínez, with 3,000 in treasury shares. The CEO whose dismissal is proposed controls 190 shares, approximately 0.8% of the capital.

The corporate structure expands the scope of the conflict. Cartonajes VIR, S.A. appears as the sole shareholder of La Cartonera Asturiana, S.A., located in Gijón, where Inaciu Iglesias Fernández and Julieta Iglesias Martínez were appointed as joint administrators in January 2024 (BORME no. 16, of January 23, 2024, reference BORME-A-2024-16-33).

The board meeting on December 10 will decide whether the Asturian corrugated cardboard packaging company breaks ties with its chief executive and opens the way to claim damages through corporate channels. The outcome affects an industrial workforce, suppliers in the cardboard sector, and a highly concentrated family shareholding, where any reorganization of the board alters the effective control of the company.

Source: Official Gazette of the Mercantile Registry, no. 213, November 5, 2026, second section (board meeting notices), page 7202 (official reference: BORME-C-2026-5804).