Haxter Corporation Announces Board Restructuring and Execution of Contractual “Bad Leaver” Provisions
FOR IMMEDIATE RELEASE
March 2, 2026
Mexico City
Haxter Corporation hereby informs its shareholders, partners, and stakeholders that, following formal governance procedures, the Board of Directors has approved the definitive separation of Fernando Manrique Zacatenco Trejo from all board and executive positions, effective February 12, 2026.
This resolution concludes a governance process initiated on October 4, 2025, when formal concerns were presented before the Board and a motion of no confidence was introduced.
Background of the Governance Review
- Non-delivery and abandonment of assigned strategic development initiatives.
- Failure to meet operational and technical milestones.
- Unauthorized modification and deletion of corporate web infrastructure during an SSH-authorized session.
- Refusal to provide operational transparency over systems under his control.
- Unresolved financial matters associated with capital allocated for corporate purposes.
In accordance with procedural fairness, the motion was temporarily withdrawn on October 7, 2025, allowing a monitored remediation period tied to strategic development milestones.
Following continued review, the Board determined that the conditions necessary to restore institutional confidence and governance stability were not fulfilled.
Vote of Censure and Board Resolution
On January 14, 2026, a formal Vote of Censure was proposed. On February 12, 2026, the Board ratified the final resolution.
- Board membership was terminated.
- All executive and operational authority was revoked.
- Access to corporate systems and infrastructure was decommissioned.
Revocation of Conditional Equity Grant
In Q4 2025, a conditional equity adjustment had been granted under a reinstatement framework following a prior governance review.
The Board determined that the performance and compliance conditions attached to that grant were not satisfied. Accordingly, the conditional equity transfer has been revoked pursuant to the company’s bylaws and shareholder agreements.
Execution of “Bad Leaver” Provisions
In accordance with contractual “Bad Leaver” protections, the company initiated compulsory reacquisition of the remaining equity position. These provisions allow share repurchase in cases of material breach of fiduciary duty, misconduct, or retention of corporate assets.
Following execution of these mechanisms, the company confirms consolidation of voting control under Chairman & CEO Hecktor Nastrova, ensuring strategic continuity and long-term governance stability.
No changes have been made to the rights or dividend structures of Premier Shareholders. Premier instruments remain non-voting financial products and are unaffected by this restructuring.
Recovery of Corporate Infrastructure
On March 2, 2026, corporate equipment previously retained was formally returned to Haxter Corporation’s Datacentre Torres Lindavista (MX05). The equipment was inspected, documented, and verified to be operational. This action concludes the operational risk component of the matter.
Governance and Operational Continuity
- No disruption to client services occurred.
- All core infrastructure, including Cloud HX26, ARIA5 Suite, Prometheus Framework development, and enterprise systems, remains fully operational.
- No customer data, cloud partitions, or proprietary AI systems were compromised.
- Internal controls governing SSH access and physical infrastructure security have been reinforced.
The Board reiterates that fiduciary integrity, asset protection, and governance discipline are foundational to the company’s strategic roadmap across artificial intelligence, cloud infrastructure, cryptographic systems, and sovereign-grade technologies.
Governance Commitment
- Fiduciary responsibility
- Corporate assets
- Operational continuity
- Stakeholder trust
Haxter Corporation maintains zero tolerance for actions that compromise infrastructure stability, fiduciary duty, or institutional transparency.
Forward-Looking Statements
This release may contain forward-looking statements regarding corporate restructuring, capital consolidation, and governance strategy. Actual outcomes may differ due to regulatory, contractual, or market factors.
No further public comment will be issued regarding this matter.
Investor Relations
Valentina Rosa, Vice President of Investor Relations
valentinars@investors.haxtercorp.com
shareholders.haxtercorp.com