Zambrana calls meeting to increase capital by 12 million despite bankruptcy proceedings

Destilerías y Biorrefinerías Zambrana, S.A. has called an extraordinary general shareholders’ meeting for October 30, 2026, in order to approve a capital increase of 12,000,000 euros. The company, with offices in Vitoria-Gasteiz, has been in voluntary bankruptcy proceedings since July 1, 2026, and the call has been expressly authorized by the bankruptcy administration Zubizarreta Procedimientos Concursales, S.L.P. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 189, dated September 30, 2026, with the official reference BORME-C-2026-5249.

The agreement of the administrative body appears in the Second Section of the gazette, dedicated to announcements and legal notices, under the heading of meeting calls, on pages 6520 and 6521. The company is registered in the Mercantile Registry of Álava, sheet VI 20275, and has accumulated several capital operations in recent fiscal years: 600,000 euros in March 2023, 738,462 euros in September 2023, 1,738,462 euros in February 2024, and 576,924 euros in March 2026, the latter resulting in a capital of 3,713,848 euros (BORME-A-2026-50-01). In August 2026, the gazette also recorded the cessation of José Antonio Gómez Vadillo as non-director secretary and the appointment of Ildefonso Sánchez Conde (BORME-A-2026-148-01).

An in-person meeting with notarial minutes and eight points

The meeting will be held in person on October 30, 2026, at 9:30 a.m. on the first call, at the registered offices at Portal de Gamarra, 1A, 9th floor, office 901, in Vitoria-Gasteiz. If necessary, the meeting will be repeated on the second call on October 31, 2026, at 10:00 a.m., at the same location.

The chairman of the board has requested the presence of a notary to draw up notarial minutes, which will be considered the minutes of the meeting, will not be subject to an approval process, and will allow the agreements to be executed from the date of their closing. The notary fees are to be borne by the company.

The agenda consists of eight points:

• Acknowledgment of the economic-financial situation and the decision to request voluntary bankruptcy.
• Approval, if applicable, of the capital increase for a nominal amount of 12,000,000 euros.
• Recognition of the preferential subscription right and determination of its procedure.
• Allocation of remaining shares to third parties.
• Effectiveness conditioned upon the full subscription of the increase.
• Delegation of powers to the board of directors.
• Requests and questions.
• Reading and approval of the minutes.

12 million increase with preferential subscription

The expansion is structured through the issuance and circulation of new ordinary shares, of the same class and series as those currently in circulation, without an issuance premium and with full payment at the time of subscription. The agreement entails the consequent modification of Article 5 of the corporate bylaws, relating to the capital amount, in the terms resulting from the finally subscribed increase.

Shareholders will have a period of one month to exercise their preferential subscription right and pay the corresponding amounts, counted from the individual communication. Once that period has closed, the remaining shares may be allocated to third parties within an additional period of fifteen days.

The fifth point of the agenda establishes that the increase will only be effective if it is fully subscribed. If, at the end of the preferential subscription and third-party allocation periods, the totality of the new shares has not been subscribed, the agreement shall be null and void by operation of law, and the contributions made shall be returned in accordance with the law.

Subject to Insolvency Proceedings

The assembly will delegate to the board of directors, with the power of substitution in its president, Marco Hidalgo Burdiel, the broadest powers to execute the agreements, grant the public deed, and carry out the necessary procedures for their full effectiveness and registration. The announcement specifies that, given the situation of voluntary insolvency, each act of execution derived from this delegation shall be subject to the regime provided for in Articles 106 and concordant articles of the Recast Text of the Insolvency Law.

The call was authorized by the insolvency administration in the board of directors meeting held on September 9, 2026. The document appears signed in Vitoria-Gasteiz on September 29, 2026, by the president of the board, Marco Hidalgo Burdiel.

Shareholders’ Right to Information

From the publication of the call until the holding of the assembly, shareholders may examine at the corporate offices the report from the administrative body justifying the increase and the need to raise 12,000,000 euros, the full text of the proposed agreement and its conditions, the modification of the statutory article on share capital, and the subscription form template. The documents may be requested by email at patxianton@biozambrana.com, and the company states that it has sent the call and the documentation to all shareholders electronically.

The operation places Destilerías y Biorrefinerías Zambrana, S.A. before a double test of confidence: that of its shareholders, called upon to contribute 12 million within a month, and that of its creditors, whose insolvency proceedings condition every step of the execution. For the industrial fabric of Vitoria-Gasteiz and the biofuels sector, the result of the October 30 meeting will determine whether the company strengthens its own funds or if the increase fails and leaves the capital as it was.

Source: Official Gazette of the Mercantile Registry, no. 189, September 30, 2026, Second Section (Announcements and legal notices), pág. 6520-6521 (official reference: BORME-C-2026-5249).