FONDAT revokes its 2025 accounts and reforms its statutes

The real estate company FONDAT, S.A., with registered office in the Vallpineda Urbanization of Sant Pere de Ribes (Barcelona), has convened an Extraordinary General Shareholders’ Meeting for the upcoming October 2, 2026, at 6:00 p.m., in which the revocation of the 2025 annual accounts and the reform of article 4 of its bylaws will be put to a vote. The notice, agreed upon by the Board of Directors on July 17, 2026, is published in the Official Gazette of the Mercantile Registry number 167, dated August 31, 2026, with reference BORME-C-2026-4828.

The meeting will be held at the registered office, at Avenida Santíssima Trinitat number 28, on the first call, and, if necessary, the following day at the same place and time on the second call. The agenda includes fifteen items, most notably the reformulation of the accounts for the 2025 financial year and the regularization of the share regime.

Revocation of the 2025 accounts

The Board of Directors has detected, subsequent to their approval, certain issues in the accounts for the financial year ended December 31, 2025, which, without substantially altering the result, affect the true and fair view they must present in accordance with accounting regulations. Therefore, the meeting will revoke the approval agreement adopted on June 12, 2026, and will submit for examination the reformulated accounts, comprising the balance sheet, profit and loss account, and report.

Revocation of the approval agreement for the 2025 accounts.
Approval of the reformulated annual accounts that fully replace them.
New proposal for the application of the result and ratification of the management of the administrative body.
Delegation of powers for the filing of the accounts in the Mercantile Registry of Barcelona.

Reform of article 4 of the bylaws

The meeting will also address the full modification of article 4 of the bylaws, relating to the share capital and the share regime, to regularize the corporate and registry status of the company. The reform responds to the negative qualification issued by the Mercantile Registrar of Barcelona on August 26, 2025, regarding the public deed of the modification agreement approved on June 13, 2025, executed before the notary Mr. Lorenzo P. Valverde García under protocol number 1862.

The Registry noted defects that prevent registration, including the insufficiency of the fourth item of the agenda of that meeting to introduce restrictions on the transfer of shares and the impropriety of the planned valuation system. The new wording of article 4 provides for:

The conversion of all bearer shares into registered shares, reflected in the share register.
Restrictions on voluntary inter vivos transfers in favor of persons who are not shareholders.
A right of first refusal in favor of the shareholders.
Excepted scenarios, such as transfers to other shareholders or relatives up to the second degree.
A valuation system by an independent expert appointed by the Registrar in case of discrepancy.

Shareholders’ Rights

Pursuant to Article 272.2 of the Capital Companies Act, shareholders may obtain the reformulated accounts and supporting documents immediately and free of charge, available at the registered office from the publication of the notice. Likewise, in accordance with Article 287, they may examine the full text of the statutory amendment and the Board’s justifying report. The meeting also includes the renewal or appointment of the statutory auditor and the possible designation of new members of the Board of Directors.

The notice, signed by the Chairman of the Board, Alexsandro Lyra Dos Santos, in Sant Pere de Ribes on August 26, 2026, represents a significant step for the real estate company’s shareholders and investors, who will see the accounting information for the 2025 financial year corrected and a new control framework over the transfer of their holdings.

Source: Official Gazette of the Mercantile Registry, no. 167, August 31, 2026, Second Section (official reference: BORME-C-2026-4828).