CLUB / CLUB / SHAREHOLDERS

SHAREHOLDERS

Agreements adopted at the Ordinary and Extraordinary Shareholders' Meeting of Girona Football Club, SAD, held in Girona, on December 13, 2016.

  1. The approval of the annual accounts corresponding to the 2015/2016 season and to the year ended on June 30, 2016 (balance sheet, profit and loss account, statement of changes in equity, explanatory memorandum, management report, proposal of application of the result and audit report)
  2. The approval of the application of the result of the 2015/2016 season, corresponding to the fiscal year closed on June 30, 2016, is agreed.
  3. The approval of the application of the available reserves is agreed upon to restore the balance between capital and reserves, reduced as a result of losses, based on the audited balance closed as of June 30, 2016.
  4. The approval of the Budget for the 2016/17 season is agreed.
  5. The approval of the corporate management is agreed, all of which refers to the year ended on June 30, 2016.
  6. It is agreed to ratify the measures taken by the Board of Directors and to present the new measures to be taken to rebalance the Club's net worth.
  7. A reduction of the capital stock of the Company is agreed with an amount of € 5,353,740.00, by reducing the nominal value of all the shares representing the capital stock of the Company, of 10.00.- € 4.00.- €, with the sole purpose of restoring the balance between the share capital and the net worth of the Company reduced as a result of losses, based on the balance closed as of June 30, 2016 verified by the auditor of Accounts of the Society.



Subsequent amendment of articles 5 and 6 of the Articles of the Association in relation to the amount of the share capital. The effectiveness of this agreement will be conditioned to the adoption and execution of the share capital increase agreement of the following point of the agenda.

  1. It is agreed to increase the capital stock of the Company by a maximum of € 3,569,160.00, through the creation, issuance and circulation of a maximum of 892,290 new ordinary and registered shares of € 4.00.- of nominal value each, numbered consecutively from the number 892,291 to the number 1,784,580, both inclusive, whose counter value consists of monetary contributions and in the compensation of credits, with an express provision of the right of preferential affiliation and capital increase only in the amount of the affiliations made for the case of incomplete affiliation of the capital increase. Subsequent amendment of articles 5 and 6 of the Articles of Association in relation to the amount of the share capital. Delegation of powers in the Board of Directors of the Company to indicate the date on which the resolution to increase the share capital must be carried out and set the conditions of the same in everything not foreseen in the resolution of the meeting, including as regards to the exercise of the right of first and / or second degree preferential affiliation.
  2. It is agreed to determine the number of directors of the administrative body.
  3. It is agreed to appoint a new Director.
  4. It is agreed to extend the appointment of accounts auditors.
  5. The delegation in the administrative body is granted the necessary powers to correct and execute the resolutions adopted at the general meeting, as well as to proceed to its public presentation and registration in the Commercial Registry.