The Board of Directors hereby summons the shareholders of REAL CLUB DEPORTIVO MALLORCA, S.A.D. (the "Club") to the Ordinary General Shareholders' Meeting to be held in Palma de Mallorca, at the registered office, at 12:00 noon, on the first call, on December 27, 2022 and, on the second call, the following day, at the same place and at the same time, in order to deliberate and resolve on the following points of the
ORDER OF THE DAY
- Examination of the Auditors' Report and approval, as the case may be, of the Balance Sheet, Profit and Loss Statement, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and Notes to the Financial Statements, and application of results for the year ended June 30, 2022.
- Examination and approval, if applicable, of the corporate management and the Management Report presented for the year ended June 30, 2022.
- Re-election of auditors.
- Share capital increase and consequent amendment of Articles 5 and 6 of the Company's Bylaws.
- Re-election of directors.
- Authorisation to execute, notarise and correct the resolutions adopted.
- Questions and answers and approval of the minutes of the Shareholders' Meeting.
- In accordance with the provisions of the Club's Bylaws, shareholders who can prove that they hold at least 160 shares registered in the Register of Registered Shares five days prior to the date of the Meeting shall have the right to attend.
- To this end, they shall request and obtain the corresponding attendance card from the club at any time from the publication of the notice of the meeting until the beginning of the meeting.
- Holders of less than the minimum number indicated may group together until the minimum number is reached. Any shareholder may be represented by another person, even if such person is not a shareholder, provided that such representation is in writing and of a special nature.
- Pursuant to the provisions of Article 197 of the Capital Companies Act, shareholders may request from the administrators, regarding the matters included in the Agenda, the information or clarifications they deem necessary, or submit in writing the questions they deem pertinent up to the seventh day prior to the date scheduled for the Meeting to be held.
- During the General Meeting, the club's shareholders may also verbally request such information or clarifications as they deem appropriate regarding the matters included in the Agenda, or ask such questions in writing as they deem pertinent. The directors shall be obliged to provide this information in writing until the day of the General Meeting.
- In accordance with the provisions of article 172 of the Capital Companies Act, shareholders holding at least five percent of the share capital are also informed that they may request the publication of a supplement to the notice of the meeting, including one or more items on the Agenda.
- In accordance with the provisions of article 272 of the Capital Companies Act, any shareholder may obtain from the club, immediately and free of charge, the documents to be submitted for approval of the Meeting, as well as the management report and the auditor's report.
- In accordance with the provisions of article 287 of the Capital Companies Act, in relation to the proposed capital increase, shareholders may examine at the registered office the full text of the proposed amendment to the bylaws and the Directors' report on the same, or request the delivery or sending of said documents free of charge.
Palma de Mallorca, November 26th, 2022.
The Non-Director Vice-Secretary of the Board of Directors - Alfonso Díaz Zaforas