Cartonajes VIR will submit the dismissal of its CEO to the board

The board of directors of Cartonajes VIR, S.A. has called a general shareholders’ meeting for the coming November 3, 2026, in which the removal of Inaciu Iglesias Fernández as administrator and CEO will be voted upon, as well as the exercise of a social liability action against him. The notice is published in the Official Gazette of the Mercantile Registry (BORME) no. 187, of September 28, 2026, Second Section (Announcements and legal notices), page 6457, with official reference BORME-C-2026-5199.

The company, with registered office at Polígono Industrial Meres, s/n, in Siero (Asturias), is registered in the Mercantile Registry of Asturias under sheet AS-2942 and CIF A33023581. The meeting will be held at 10:30 a.m. on the first call and, failing that, the following day, November 4, on the second call. The announcement was signed in Siero on September 23, 2026, by the chairman of the board of directors, Eduardo Iglesias Fernández.

The agenda: removal and liability action

The first item proposes the removal of Inaciu Iglesias Fernández as administrator, with the resolution and consequent termination by the company, for just cause, of the contract that binds him as CEO. The agreement is supported by the penultimate paragraph of the sixth clause of said contract and the power granted to the aggrieved party by Article 1124 of the Civil Code.

The notice imputes to the CEO a serious and culpable breach—“rectius: fraudulent”—of his professional obligations and the contravention of the general duty of diligence and the duty of loyalty, with these basic obligations breached:

• The prohibition of exercising powers for purposes other than those for which they were granted and, therefore, spurious purposes.
• The abstention from participating in decision-making in which the administrator, or a third party linked to him, has a conflict of interest, of which self-contracting is the “paradigm and maximum exponent.”
• The proper performance of the functions inherent to the position under the principle of personal responsibility.
• The adoption of the necessary measures to avoid conflict of interest situations.

The announcement concludes that these behaviors have caused “serious damage to the corporate interests.” The second item submits to the meeting the approval of the exercise of the social liability action against Inaciu Iglesias Fernández, and the third, the granting of powers for the full execution of the agreements, their elevation to a public deed, and their registration in the Mercantile Registry.

A meeting preceded by the call of the Mercantile Registry

The corporate conflict is not new. On April 23, 2026, the registrar of the Commercial Registry of Asturias number 2, Laura García-Pumarino Ramos, convened an extraordinary general meeting of Cartonajes VIR, S.A. for June 3, 2026, to be held at the notary’s office in Pola de Siero, with an agenda that included the separation of administrators, the determination of the number of members of the administrative body, the reelection or appointment of directors, and the appointment of an auditor (BORME no. 77, April 23, 2026, p. 1896, reference BORME-C-2026-1415). That announcement stated that the position of president was vacant due to death.

The result of that process was registered subsequently: BORME no. 124, July 1, 2026, p. 32558 (reference BORME-A-2026-124-33), records the removals of Santiago Iglesias Vincelle as director and president, the appointment of Eduardo Iglesias Fernández as president and María José Iglesias Fernández as vice president, the entry of José Joaquín Ostos Muñoz, Dasar Gestión Patrimonial, S.L. and Josefa Fernández Ardura as directors, the reelection of María José, Eduardo and Inaciu Iglesias Fernández, and the fixing of the number of board members at six. Inaciu Iglesias Fernández appeared then as the chief executive officer.

Six-member board and share distribution

By September 23, 2026, BORME no. 184, p. 44891 (reference BORME-A-2026-184-33), registered the appointment of María José Iglesias Fernández and Eduardo Iglesias Fernández as joint proxies of the company.

The reference share distribution comes from the capital reduction published on June 12, 2023 (BORME no. 109, p. 4877, reference BORME-C-2023-3974), which amortized 3,456 treasury shares for 213,114.60 euros and left the capital at 1,372,804.20 euros, represented by 22,842 shares of 60.10 euros. According to that announcement, the main shareholders were:

• Santiago Iglesias Vincelle, 6,727 shares.
• Josefina Fernández Ardura, 6,727 shares.
• Pedro Iglesias Friera, 5,798 shares.
• Cartonajes VIR, S.A., 3,000 treasury shares.
• Inaciu Iglesias Fernández, Eduardo Iglesias Fernández, María Iglesias Fernández, Julieta Iglesias Martínez and Ramón Iglesias Martínez, 190 shares each.

The vote on November 3 will decide whether the chief executive officer remains in office and whether the company takes legal action against him for damages to corporate interests. The outcome affects a historic company of the Asturian corrugated cardboard industry, with a plant in Siero and holdings in other companies in the sector, and a family-based shareholding where the balance of power between branches is decisive.

Source: Official Gazette of the Mercantile Registry, no. 187, of September 28, 2026, Second Section (Announcements and legal notices), page 6457 (official reference: BORME-C-2026-5199).