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Convene of the Extraordinary General Meeting of Shareholders
CONVENE OF THE EXTRAORDINARY SHAREHOLDERS GENERAL MEETING OF "REIAL CLUB DEPORTIU ESPANYOL DE BARCELONA, S.A.D."
By the Board of Directors of the company REIAL CLUB DEPORTIU ESPANYOL DE BARCELONA, S.A.D. (thereafter the "Company") dated May 26th 2016, the Extraordinary Shareholders General Meeting of the Company is to be held at the Auditorium of Cornellà, located in Cornellà de Llobregat (Barcelona), 51 Albert Einstein street is convened on June 30th 2016, at 1800 hours, with the following,
AGENDA
First: Determining number of members of the Board of Directors. Ratification of the members of the Board of Directors appointed by cooptation.
Second: Appointment of Chairman of the Board of Directors.
Third: Approval of the balance sheet of the Company ended as of January 1st, 2016, which has been verified by the Company's auditor, and which for capital reduction object fifth item of the Agenda is to be based.
Fourth: Application of the legal reserve, voluntary reserves and capital grants to offset losses from previous financial years as well as existing negative reserves.
Fifth: Reduction of share capital of the Company by an amount of €21,999,770,14 by reducing the nominal value of all shares representing the capital of the Company by an amount of €54.10121, being fixed the nominal value per share at €6,00, in order to restore the balance between capital and equity of the Company diminished due to losses, based on the balance sheet closed as of 1st January 2016 verified by the Company's auditor. Consequent amendment of Articles 5 and 6 of the Bylaws. Delegation of powers to the Board of Directors of the Company.
Sixth.- Capital increase of the Company of up to 150,000,000.00 euros, by issuing a maximum of 25,000,000 new shares of €6,00 nominal value per share, which is equivalent to cash contributions and compensation claims, with express provision of preferential subscription rights and incomplete subscription of capital increase. Consequent amendment of Articles 5 and 6 of the Bylaws. Delegation of powers to the Board of Directors of the Company.
Seventh- Delegation of powers to the Board of Directors, with specific power of substitution, to formalise, interpret, correct, and/or execute resolutions adopted by the Shareholders General Meeting.
RIGHT TO INFORMATION
In accordance with provisions of Articles 287 and 301.4 of the Law on Capital Companies, it is hereby informed to the Shareholders that, as from the time of publication of this notice, they may examine at the registered office of the Company located at Cornellà de Llobregat (Barcelona), 100 Baix Llobregat Avenue and request immediate delivery or free dispatch, the full text and explanatory report of the Board of Directors of the Company on the proposed capital reduction, capital increase through cash and credit balance, and subsequent statutes modifications as well as auditor's certification on the increase capital by offsetting loans, and the special report by the auditor concerning the reduction of capital to offset losses.
Furthermore, as per Article 197 of the Companies Act Capital, from the date of publication of this call and until the seventh day prior to the scheduled date of the General Shareholders Meeting (on June 23th, 2016), the Shareholders may request, in writing, to the Board of Directors, information or clarifications deemed, or ask written questions they deem relevant regarding the matters on the agenda. In this regard, requests for information may be made by the Shareholders by delivering the petition or sent by mail to the Department-Shares Shareholders (to the attention of the Vice President of the Board) the registered office in Cornella de Llobregat (Barcelona), 100 Baix Llobregat Avenue. Shareholders may also verbally request information or clarifications on the above subjects during the course of the General Meeting.
RIGHT TO ATTEND AND REPRESENTATION OF SHAREHOLDER
Those shareholders with one or more shares registered in their name, in the Register Book of Registered Shares of the Company, at least five days prior to the date when the General Meeting is due, ie on 25 June 2016, which also maintain ownership until the date in which the General Meeting is being held.
To exercise their right to attend the Meeting, Shareholders must attend provided with the relevant attendance card that will be sent to them by the Company. In the event that five days before the holding of the General Meeting, the Shareholders would not have received the attendance card, they may withdrawn said cards at the registered office of the Company located at Cornellà de Llobregat (Barcelona), 100 Baix Llobregat Avenue
The Shareholders entitled to attend may be represented at the General Meeting by another shareholder. The proxy must be in writing specifically for each General Meeting. This requirement will not be needed when the representative is the spouse, ancestor or descendant of the represented, nor when the representative holds a power of attorney tht empowers to administer all the shareholder's assets within the Spanish territory. Representation is always revocable. The personal attendance at the General Meeting will have the value of revocation.
On the day and place fixed for the holding of the General Meeting, and for two hours before the announced for the beginning of the meeting, may the Shareholders present to the Staff in charge of registering Shareholders their respective attendance cards or representation, accompanied by either the National Identity Card or any other official document generally accepted for these purposes. Should the Shareholder be a legal entity, then it will be required that the appointed person to attend on his behalf, provides the original public document -officialy registered- as relevant proof. Should the Shareholder be a minor, he/her representative is to provide an official public document, for instance the so called Libro de Familia (Family Registered Book) in case he/she is the minor's parent.
Attendance cards or representation of shareholders presented to the Staff in charge for Shareholders registration registration after the time set for the start of the General Shareholders Meeting will not be admitted.
PUBLIC NOTARY AT THE SHAREHOLDERS GENERAL MEETING
Shareholders are hereby informed that the Board of Directors has resolved to request the presence of a Public Notary who is to write down the minutes of the General Meeting, in accordance with Article 203 of the Companies Act Capital.
Cornella de Llobregat (Barcelona), May 29, 2016.
D. Carlos García Pont
Vice Chairman of the Board