In accordance with Article 226 of Law 6/2023 of March 17, on Securities Markets and Investment Services (the “LMVSI”), Ercros, S.A. (the “Company”) hereby discloses the following:
INTERESTED INFORMATION
The Board of Directors of the Company, at its meeting held today, resolved to convene a General Shareholders' Meeting, to be held on June 30, 2026, at Avenida Diagonal, 191, 08018 Barcelona, at 12:00 noon, on first call, and, should the necessary quorum not be present, on July 1, 2026, at the same time and place, on second call. It is anticipated that the General Shareholders' Meeting will be held on first call.
Among the proposals submitted by the Board of Directors to the General Shareholders' Meeting, at the request of the Company's majority shareholder, Bondalti Iberica, S.L.U., were the approval of (i) the delisting from the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges of the shares representing the Company's share capital; and (ii) the filing by Bondalti Iberica, S.L.U. of the subsequent public tender offer for shares of the Company (the “Offer”) for a cash consideration of 3.505 euros per share, in accordance with the provisions of Article 65 of the LMVSI and Article 10 of Royal Decree 1066/2007, of July 27, on the regime of public tender offers for securities (the “Royal Decree 1066/2007”). The effectiveness of the Offer shall not be subject to any condition.
The Offer will be made by Bondalti Iberica, S.L.U. and will be directed to all shares of the Company, except those held by shareholders who voted in favor of exclusion at the shareholders' meeting and who, additionally, freeze their shares in the Company until the Offer acceptance period referred to in Article 23 of Royal Decree 1066/2007 has expired. Bondalti Iberica, S.L.U. has stated that it will vote in favor of exclusion at the shareholders' meeting and has also agreed to freeze the 70,615,637 shares of the Company that it holds (representing 77.23% of the share capital) until the end of the Offer acceptance period; therefore, these shares will be excluded from the Offer.
The following documentation relating to the shareholders' meeting and the Offer is attached to this communication:
- Notice of the convening of the Company's general shareholders' meeting.
- Full texts of the proposed resolutions submitted by the Board of Directors for approval by the general shareholders' meeting.
- Report of the Company's Board of Directors regarding the proposed resolution to delist the shares representing the Company's share capital from the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and the subsequent public takeover bid by Bondalti Iberica S.L.U. for the Company's shares.
- Valuation report issued by Kroll Advisory, S.L. in its capacity as an independent expert, regarding the price of the public takeover bid for the Company's shares for their delisting.
Additionally, it is expressly stated that the remaining documentation regarding the shareholders' meeting is available on the Company's website (www.ercros.es).
Barcelona, May 27, 2026
*All information published with the CNMV (Spanish National Securities Market Commission) is available at the following link.
Ercros guarantees that the relevant facts contained on this page correspond exactly to those sent by the Company to the CNMV, and disseminated by it to the market. The facts prior to those included in this section are available on the CNMV website.