Convocation of the Ordinary and Extraordinary General Shareholders’ Meeting
By agreement of the board of directors on November 9, 2023, the ordinary and extraordinary general shareholders’ meeting of the company REAL CLUB CELTA DE VIGO, S.A.D. (hereinafter, the “Company” or “RC Celta”) is convened to be held at the registered office located in Vigo, rúa Príncipe, number 44 (A Sede), Salón Regio, on Tuesday, December 12, 2023, at 19:00 hours, with the possibility of physical attendance and in-person voting or attendance by telematic means and remote voting by shareholders or their representatives, according to the following
Agenda:
First.- Examination and approval, if applicable, of the individual annual accounts and management report of the Company, the proposal for the application of results, and the management of the board of directors for the fiscal year ended on June 30, 2023. Examination and approval, if applicable, of the consolidated annual accounts and management report of the Company with its dependent entities for the fiscal year ended on June 30, 2023.
Second.- Examination and approval, if applicable, of the non-financial information statement of the RC Celta Group for the fiscal year ended on June 30, 2023.
Third.- Examination and approval, if applicable, of the budget for the 2023-2024 fiscal year.
Fourth.- Resignation and appointment of the auditor of the Company and its consolidated group.
Fifth.- Modifications of articles 2, 21, 22, 29, and 34 and deletion of article 38 of the corporate bylaws. Special delegation of powers.
Sixth.- Maximum amount of the annual remuneration of the directors.
Seventh.- Determination of the number of members of the board of directors. Resignations, dismissals, appointments, and/or re-elections of directors.
Eighth.- Sports situation.
Ninth.- Requests and questions.
Tenth.- Drafting, reading, and approval, if applicable, of the minutes of the Meeting or appointment of inspectors for its approval.
Modes of Attendance
Shareholders may attend the meeting and exercise their rights, personally or by representative, in person or by telematic means. The telematic attendance mechanism will allow shareholders to follow the live broadcast of the meeting, participate in it, and cast their vote remotely.
Right to Attend
In accordance with the provisions of the corporate bylaws, shareholders who prove to be holders of at least seven shares registered in their name, with a minimum of five days before the date of the meeting, in the Company’s register of nominative shares, may attend, in person or telematically. Holders of a number of shares less than the minimum required may group together to reach the established minimum; in this case, the grouped shareholders must confer written representation with special character to any of the grouped shareholders, as provided in this call.
Right to Information
Shareholders may exercise their right to information in accordance with the provisions of the Consolidated Text of the Capital Companies Law and the corporate bylaws.
Additionally, shareholders may consult the proposals for agreements formulated by the board of directors on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Responses to shareholders or representatives exercising their right to information during the meeting may be given at the meeting itself or, if the right cannot be satisfied at that time, in writing during the seven days following.
Available Documentation
From the date of this call, any shareholder may examine at the registered office and, if applicable, obtain from the Company, immediately and free of charge, by delivery or sending, the documents to be submitted for approval at the meeting, the individual and consolidated management reports, the auditor’s reports on the individual and consolidated annual accounts, and the report of the independent verification service provider on the non-financial information statement of the RC Celta Group, as well as the report of the board of directors on the proposed statutory modifications, which includes its full text and justification. The same documents can also be consulted on the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de-accionistas/.
Attendance and Delegation Card
For the purposes of attending the meeting and/or delegating their representation at the same, shareholders must obtain the Attendance and Delegation Card from the Company by any of the following means:
(i) Requesting it in person, at the offices of RC Celta, located in Vigo, rúa Príncipe, nº 44 (A Sede), during office hours from Monday to Friday,
(ii) Requesting it by postal mail addressed to RC Celta, rúa Príncipe nº 44, 36202 Vigo,
(iii) Through a form of the Escoitamos service at the link https://rccelta.es/en/escoitamos/,
(iv) Downloading it through the corporate website www.rccelta.es, at the link https://rccelta.es/grupo-rccelta/junta-de
