Calling of Ordinary and Extraordinary General Shareholders’ Meeting.
By resolution of the board of directors dated October 24, 2022, an ordinary and extraordinary general meeting of shareholders of the company REAL CLUB CELTA DE VIGO, S.A.D. is hereby called. (hereinafter, the “Company” or the “RCCelta“), to be held at the registered office located in Vigo, rúa Príncipe, number 44 (A Sede), Salón Regio, on Wednesday, November 30, 2022, at 19:00 hours, with the possibility of physical attendance and in-person voting or attendance by telematic means and remote voting by the shareholders or their representatives, in accordance with the following
Agenda:
First.- Examination and approval, as the case may be, of the Company’s individual annual accounts and management report, of the proposal for the application of the result and of the management of the board of directors for the fiscal year ended June 30, 2022. Examination and approval, as the case may be, of the consolidated annual accounts and management report of the Company with its subsidiaries for the year ended June 30, 2022.
Second: Examination and approval, if applicable, of the non-financial information statement of the RCCelta Group for the year ended June 30, 2022.
Third: Examination and approval, as the case may be, of the budget for the 2022-2023 fiscal year.
Fourth: Appointment of the auditor of the accounts of the Company and its consolidated group for the fiscal years 2022-2023, 2023-2024 and 2024-2025.
Fifth.- Sports situation.
Sixth.- Questions and Answers.
Seventh.- Drafting, reading and approval, as the case may be, of the minutes of the Meeting or appointment of auditors for the approval of the same.
Modalities of attendance.
Shareholders may attend the meeting and exercise their rights, in person or by proxy, in person or by telematic means. The telematic attendance mechanism will allow shareholders to follow the live broadcast of the meeting, participate in the meeting and cast their vote remotely.
Right of attendance.
Pursuant to the provisions of the Company’s bylaws, shareholders who can prove that they hold at least seven shares registered in their name at least five days prior to the date of the meeting in the Company’s registered share register may attend, either in person or by electronic means. The holders of shares in less than the minimum number required may group together to reach the minimum established; in this case, the grouped holders must confer representation in writing and on a special basis to any one of the grouped shareholders, in accordance with the provisions of this notice of meeting.
Right to information.
Shareholders may exercise their right to information in accordance with the provisions of the Consolidated Text of the Spanish Companies Act and the Company’s bylaws.
In addition, shareholders may consult the proposed resolutions formulated by the board of directors in relation to each of the first to fourth items on the agenda on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Responses to shareholders or proxies exercising their right to information during the meeting may be made at the meeting itself or, if the right cannot be satisfied at that time, in writing during the following seven days.
Documentation available.
As from this notice, any shareholder may examine at the registered office and, if applicable, obtain from the Company, immediately and free of charge, by delivery or mailing, the documents to be submitted for approval by the meeting, the individual and consolidated management reports, the auditor’s reports on the individual and consolidated financial statements and the report of the independent assurance service provider relating to the non-financial information statement of the RCCelta Group. The same documents are also available on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Attendance and Delegation Card.
For the purpose of being able to attend the meeting and/or to delegate their proxy at the meeting, shareholders must obtain the Attendance and Proxy Card from the Company by any of the following means:
- (i) Requesting it in person, at the offices of RCCelta, located in Vigo, rúa Príncipe, nº 44 (A Sede), during office hours from Monday to Friday,
- (ii) Requesting it in person, at the offices of RCCelta, located in Vigo, rúa Príncipe, nº 44 (A Sede), during office hours from Monday to Friday.
- (ii) By postal mail addressed to RCCelta, rúa Príncipe nº 44, 36202 Vigo,
- (iii) Through a form of the Escoitamos service in the link https://rccelta.es/escoitamos/,
- (iv) By downloading it through the corporate website rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/, or
- (v) Downloading it through the shareholder portal https://rccelta.es, by entering your login credentials.
- In compliance with its commitment to sustainability and respect for the environment, the Company will not send the printed Attendance and Proxy Card to shareholders’ homes. For the convenience of shareholders, the Attendance and Proxy Card will be available to attendees at the meeting venue and the necessary copies will be printed for delivery to those who request it, identify themselves and prove their status as shareholders with the right to attend.
(iii) By mail addressed to RCCelta, rúa Príncipe nº 44, 36202 Vigo,
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Representation.
Any shareholder entitled to attend may be represented by another person, even if such person is not a shareholder. As an exception, when the right of attendance is achieved by grouping shares, the representation must be granted to any of the grouped shareholders.
Shareholders wishing to delegate their representation to another person must duly complete and sign the section relating to representation on the Attendance and Proxy Card, including the signature of the representative, by delivering it or sending it to the Company by any of the following means:
- (i) Delivering it in person, at the offices of RCCelta, located in Vigo, rúa Príncipe, nº 44 (A Sede), during office hours from Monday to Friday, accompanied by (1) a copy of the DNI, NIE or passport of the shareholder represented in the case of an individual (if the shareholder is a minor, a copy of the book of proxy shall also be attached), the family book shall also be attached) and, in the case of a legal entity, a copy of the documentation accrediting the representation of the natural person signing the Attendance and Delegation Card and a copy of his/her DNI, NIE or passport and (2) a copy of the DNI, NIE or passport of the representative.
- (ii) Sending it by mail addressed to RCCelta, rúa Príncipe nº 44, 36202 Vigo, accompanied by (1) copy of the DNI, NIE or passport of the shareholder represented in the case of a natural person (if the shareholder is a minor, the family book shall also be attached) and, in the case of a legal entity, a copy of the documentation accrediting the representation of the natural person signing the Attendance and Proxy Card and a copy of his/her DNI, NIE or passport and (2) a copy of the DNI, NIE or passport of the representative.
- (iii) By sending by e-mail, to the address [email protected]”>[email protected] and indicating the subject “SHAREHOLDERS’ MEETING”, (1) a copy in pdf format of the Attendance and Proxy Card, duly completed and signed in the section relating to representation, accrediting the identity of the shareholder by any of the following means: (a) electronic DNI (DNIe) or (b) electronic signature based on a recognized, valid and current electronic user certificate issued by the Spanish Public Certification Authority (CERES) under the Spanish Mint, and (2) copy of the representative’s DNI, NIE or passport.
The representation is always revocable. In order to be enforceable, the revocation must be notified to the Company in the same terms provided for the notification of the appointment of the proxy or otherwise result from the application of the rules of priority between proxy, remote voting or personal attendance provided for in this notice of call. In particular, personal attendance implies the revocation of any proxy, irrespective of its date. The proxy shall also be rendered ineffective by the loss of the shareholder’s right to attend.
Possibility of participation by telematic means.
The board of directors has agreed to offer shareholders or their proxies the possibility of participating in the meeting by means of telematic attendance.
In addition to the requirements outlined in the sections “Right to Attend”, “Attendance and Proxy Card” and “Proxy” of this notice of meeting being applicable, the board of directors has approved the following procedure in order to provide the necessary mechanisms for the attendance and exercise of shareholders’ rights by telematic means:
- Prior accreditation (registration).- In addition to obtaining the Attendance and Proxy Card in accordance with the provisions of this notice, shareholders entitled to attend who wish to attend the meeting telematically must register in advance, within the period indicated in point 2 below, by any of the following means:
- (i) In person, at the offices of the RCCelta, located in Vigo, rúa Príncipe, nº 44 (A Sede), during office hours from Monday to Friday, (1) delivering the Attendance and Delegation Card duly completed and signed, in the section relating to telematic participation; and (2) showing the original DNI, NIE or passport of the shareholder in the case of a natural person (if the shareholder is a minor, the family book shall also be attached) and, in the case of a legal entity, the documentation evidencing the legal representation of the same.
- (ii) Sending by mail addressed to RCCelta, rúa Príncipe nº 44, 36202 Vigo, (1) the Attendance and Delegation Card, duly completed and signed in the section related to telematic participation; and (2) a copy of the DNI, NIE or passport of the shareholder in the case of a natural person (if the shareholder is a minor, a copy of the family book shall also be attached) and, in the case of a legal entity, a copy of the documentation proving the legal representation of the same. It is expressly warned that only the documentation actually received at the registered office before the end of the period of prior accreditation indicated in this call will be admitted.
- (iii) Sending by e-mail, to the address [email protected] and indicating the subject “SHAREHOLDERS’ MEETING”, a copy in pdf format of the Attendance and Proxy Card, duly completed and signed in the section relating to telematic participation, accrediting the identity of the shareholder by any of the following means: (a) electronic ID (DNIe) or (b) electronic signature based on a recognized, valid and current electronic user certificate issued by the Spanish Public Certification Authority (CERES) dependent on the Spanish Mint (Fábrica Nacional de Moneda y Timbre).
- (iv) Through the shareholder portal https://rccelta.es, by entering their access credentials.
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The Company reserves the right to request from shareholders or their proxies such additional means of identification as it deems necessary to verify their status as shareholders and to ensure their authenticity.
Once duly registered and having duly accredited their status as shareholders and their right to attend, shareholders will receive their credentials to access the electronic platform of the meeting and the instructions to be able to participate remotely.
- Term for prior accreditation (registration).- Shareholders wishing to attend the meeting telematically may register, by any of the means referred to in point 1 above, until 6:00 p.m. on November 30, 2022.
Time limit for accrediting proxies.
In the case of telematic attendance through a proxy, the proxy delivered or sent by any of the means mentioned in the “Proxy” section, in order to be valid, must be received by the Company before 11:59 p.m. on November 28, 2022.
Electronic platform and connection system.- The computer application to telematically attend the meeting shall be enabled and accessible on the shareholder portal https://accionistas.rccelta.es, and has been designed in a responsive way, that is, adapted to a correct visualization on PCs, smartphones and tablets..
- Telematic attendance.-The attendees by telematic means will be able to connect to the electronic platform of the meeting indicated in point 4 above on November 30, 2022 between 18:00 and 19:00, the start time of the meeting and its live broadcast. After that time, access to the platform will not be permitted. Attendees connected to the electronic platform will be able to follow its live broadcast through the video that will be shown on the platform.
To connect to the platform, each attendee must access the https://accionistas.rccelta.es website and enter their access credentials in the corresponding field (login screen).
- Rights of information, intervention and proposal.- Shareholders or their representatives attending telematically may exercise their right to information in accordance with the provisions of the Consolidated Text of the Capital Companies Act, the bylaws and this notice of meeting.
In addition, shareholders may consult information to facilitate the monitoring of the meeting and indications on how shareholders may exercise their participation and voting rights on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Shareholders or proxies may request the floor to speak, request information or clarifications and formulate proposed resolutions during the course of the meeting.
In order to ensure the proper conduct of the meeting, registered attendees who wish to speak at the meeting are requested to notify the Company in advance. Such notice may be given:
(i) when registering to attend the meeting, by checking the corresponding box on the Attendance and Proxy Card, in the telematic participation section, in which the item(s) of the agenda on which the intervention(s) and/or formulation(s) of proposal(s) of resolution(s) are to be made may be indicated, or.
(ii) by notifying the Company by e-mail to the address [email protected] or by any other means, from the time of registration until 23:59 on November 28, 2022, indicating the item/s of the agenda on which the intervention/s and/or formulation/s of proposal/s of resolution/s is/are to be made.
Once the prior notification has been received by any of the aforementioned means, the Company shall contact the shareholder or representative and send him/her a contact telephone number.
In any case, registered attendees may, before and during the meeting, send an e-mail to the address [email protected], as well as send written messages and audio notes to the telephone number provided for this purpose.
The remote attendee who wishes to have his or her intervention recorded in the minutes of the meeting must expressly indicate this.
7. Voting.- During the meeting, those attending the meeting by telematic means who have connected to the electronic platform of the meeting may cast their votes in relation to each of the proposals to be submitted to a vote.
When dealing with each of the items on the agenda, the proposals made that will be submitted to vote will be presented and a voting period of several minutes will be enabled. When the vote is enabled, it will be presented to the connected attendees:
- (i) A timer indicating the time remaining to cast the vote.
- (ii) The text of the proposals.
- (iii) The text of the proposals.
- (iii) The three voting options: in favor (Yes), against (No) or abstention.
When the attendee votes for any of the options, confirmation will be requested and, once the vote is confirmed, the attendee will be able to see on screen the direction of the vote exercised.
In order to facilitate the exercise of voting rights, shareholders may consult the proposed resolutions formulated by the board of directors in relation to each of the first to fourth items on the agenda on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Shareholders who cast their vote remotely during the meeting shall be deemed to be present for the purposes of constituting the meeting. Consequently, any proxies previously granted by them in favor of attendees present in person shall be deemed revoked.
Other matters.- The Company reserves the right to modify, suspend, cancel or restrict the general meeting, as well as the mechanisms for viewing, attendance, voting, representation and electronic participation, when technical or security reasons so advise or impose it..
The Company shall not be liable for any damages that may be caused to shareholders or representatives arising from the occasional lack of availability of its website, as well as breakdowns, overloads, line failures, connection failures or any other eventuality of the same or a similar nature, beyond the Company’s control, which temporarily prevent or hinder the use of the systems for viewing, attendance, representation, participation and voting by telematic means, without prejudice to the adoption of the measures required by each situation, including the possible temporary suspension or extension of the meeting, if necessary to guarantee the full exercise of their rights by the shareholders or their representatives.
For the appropriate legal purposes, the telematic attendance of the shareholder or representative shall be equivalent to attendance in person at the meeting.
Shareholder service.
For any questions or clarifications, we remain at the complete disposal of shareholders at the offices of RCCelta and at the telephone number (+34) 986 110 900. Shareholders may also send queries by e-mail to the address [email protected].
Protection of personal data.
The personal data that shareholders send to the Company in the framework of the general meeting, including those data necessary for the exercise or delegation of their rights of attendance, information, intervention, proposal and vote, will be treated in accordance with the following:
Responsible: Real Club Celta de Vigo, S.A.D., with registered office at rúa Príncipe nº 44, 36202 Vigo.
Purpose: to manage the development, compliance and control of the existing shareholder relationship in relation to the convening and holding of the general meeting, including the exercise or delegation of the rights of attendance, information, intervention, proposal and vote.
Legitimation: the legitimate interest of the shareholders and compliance with legal obligations imposed by corporate regulations.
Addressees: companies and persons collaborating with the provision of the service, when necessary and essential for the correct development of the purposes described; Afouteza e Corazón, S.L.U., Galicia Sport 360, S.L.U. and Fundación Celta de Vigo, for internal administrative purposes; Public Administrations, in the cases foreseen by law; registries and public notaries, in the cases foreseen by law.
Rights: the owner of the data may exercise the rights of access, rectification, deletion, opposition, limitation of processing and data portability, under the terms established for this purpose in the current legislation, by sending an email to the mailbox [email protected].
Additional information: to consult the Privacy Policy, please visit the following website
https://rccelta.es/gl/politica-de-privacidade/
Vigo, October 28, 2022.- The Chairman of the Board of Directors, Mr. Manuel Carlos Mouriño Atanes.
All the information and documentation related to the Shareholders’ Meeting is available HERE.
