Litoenvase calls a meeting to reduce capital to zero and appoint a sole administrator

The board of directors of Litoenvase, S.A. has called an extraordinary general shareholders’ meeting for October 26, 2026, at 10:00 a.m., at the company’s registered office, located at Camino del Puente Viejo number 34, Arganda del Rey (Madrid). The agenda includes the acceptance of the resignation of all board members, the appointment of a sole administrator, and a capital reduction to zero due to losses with a simultaneous capital increase through the offsetting of credits. The notice is published in the Official Gazette of the Mercantile Registry (BORME) number 181, dated September 18, 2026, Second Section of announcements and legal notices, under the official reference BORME-C-2026-5045.

Restructuring of the administrative body

The convening agreement was adopted by the board in its session on September 16, 2026, in accordance with the applicable legal and statutory provisions. The first three items on the agenda dismantle the company’s current governance structure:

• Acceptance of the resignation of the members of the board of directors.
• Modification of the structure of the administrative body and, consequently, of article 15 of the corporate bylaws.
• Appointment and acceptance of the sole administrator.

To this is added the modification of article 11 of the bylaws, regarding the location for holding general meetings. The announcement was signed in Arganda del Rey on September 16, 2026, by the secretary of the board of directors, Alberto Martín Presa.

Capital reduction to zero and simultaneous increase

The fourteenth item on the agenda submits to the meeting the reduction of capital to zero due to losses generated in previous years, with a simultaneous increase in share capital through the offsetting of credits. The operation is completed with the modification of article 5 of the corporate bylaws, regarding the company’s share capital, and with the delegation of powers necessary for its execution and registration.

This is a financial restructuring that directly affects the position of shareholders and creditors: the reduction to zero is offset by the conversion of credits into capital, such that the resulting capital figure will depend on the credits finally offset.

Pending accounts for 2023, 2024, and 2025

The meeting must also rule on three financial years that remain unapproved. For each of them—closed on December 31, 2023, 2024, and 2025—the agenda includes three resolutions:

• Examination and, if applicable, approval of the annual accounts.
• Approval of the proposed application of the result.
• Approval of the corporate administration and management for the year.

The final items are dedicated to the delegation of powers and the drafting, reading, and approval of the meeting minutes.

Shareholders’ information rights

The announcement recalls the right of shareholders to request from the directors, up to the seventh day prior to the scheduled meeting, any information or clarifications they deem necessary regarding the items on the agenda, as well as to submit written questions, under the terms of Article 197 of the Capital Companies Act. Pursuant to Article 272.2 of the same regulation, any shareholder may obtain immediately and free of charge the documents submitted for approval, the management report, and the auditor’s report. Article 287 of the law further recognizes the right to examine the full text of the proposed statutory amendments at the registered office.

The company has already experienced episodes of corporate tension this same year: BORME number 13, dated January 21, 2026, published a notice of a meeting requested by Alberto Martín Presa, representing Serigrafía Margi, S.A., in accordance with Article 171 of the Capital Companies Act and by order of the XXII Mercantile Registrar of Madrid, Antonio Holgado Cristeto, for February 26, 2026, with the sole item of appointing directors (reference BORME-C-2026-175). In 2010, the company convened an ordinary and extraordinary meeting to ratify the 2008 accounts, signed by Pedro Gracia Fernández as secretary and José Mª Sardà de Abreu as representative of Serigrafía Margi, S.A. and chairman of the board (BORME-C-2010-24658).

The meeting on October 26 will decide the continuity of the corporate governance of Litoenvase, S.A. and the reconstruction of its capital after years of losses, with the accounts of three financial years still pending validation by the shareholders.

Source: BORME, no. 181, September 18, 2026, Second Section - Announcements and legal notices (Meeting notices), p. 6278-6279 (official reference: BORME-C-2026-5045).