On 29th July 2013, the Board of Directors of Real Club Deportivo Mallorca, Sociedad Anónima Deportiva, agreed to hold an Extraordinary Meeting of Shareholders at the company’s registered address, at 4.30pm on 17th September 2013, in the first place, and on the following day at the same time and place, if necessary, in order to debate and reach an agreement on the following points of the AGENDA:
One. Designation of an independent expert for the external auditing of the company’s accounts (due diligence).
Two. Information on the progress in complying with the creditors’ agreement, especially concerning the application of the “assistance with regard to relegation”, the ordinary agreement with creditors and the special agreement with the Spanish Tax Agency, the Agencia Tributaria.
Three. Approval of the creation of the company’s corporate website, so that the calling of General Meetings can be communicated to the shareholders via this medium, in accordance with article 11.bis of the Capital Companies Act (Ley de Sociedades de Capital).
Four. Modification of article 15 of the Articles of Association in order to adapt these to the Consolidated Text of the Capital Companies Act (Texto Refundido de la Ley de Sociedades de Capital) with regard to the manner of calling General Meetings.
Five. Delegation of powers for the formalization, execution and recording of the agreements reached.
Six.- Approval of the minutes by any of the means which the law allows.
In accordance with the Articles of Association, any shareholder who can demonstrate that he or she owns at least 10 shares will have the right to attend and he or she may also choose to be represented by proxy, even if the person representing him or her is not a shareholder, with the condition that the shareholder has provided specific written authorisation for this.
In accordance with article 197 of the Capital Companies Act, now that this EGM has been announced, shareholders can request that the Board of Directors provide information or clarification regarding the issues stipulated in the Agenda, or submit written questions up to seven days before the day on which the Meeting is to be held.
Now that this EGM has been announced, in accordance with articles 286 and 287 of the Capital Companies Act, shareholders may obtain from the company, immediately and free of charge, the documents that are to be submitted for approval at the Meeting, the complete proposed text of the modification to the Articles of Association and the report by the Board of Directors on this and, in general, on the issues on the Agenda.
Those shareholders who possess at least 5 percent of the share capital may request, within the legally established period for the purpose, that an addendum to this announcement be made, adding one or more points to the Agenda.
Palma de Mallorca, 29th July 2013
President of the Board of Directors, Mr Gabriel Cerdá Alemany
Vice-President of the Board of Directors, Mr Lorenzo Serra Ferrer
Secretary (not a board member) Mr Julián Carnicero Isern