NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF GUADALMINA GOLF, S.A.
The Sole Director of the company hereby convenes the Shareholders to the Ordinary and Extraordinary General Shareholders’ Meeting to be held in Marbella at the company’s registered office, located at the Club House of Club de Golf Guadalmina, Urbanización Guadalmina Alta, San Pedro de Alcántara, on 23 June at 10:30 a.m. on first call and, if applicable, on the following day, 24 June, at the same time and place, with the matters to be discussed being those included in the following
AGENDA
PART ONE — ORDINARY GENERAL MEETING
Item 1. Annual Accounts.
Review and approval, where appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account and Notes to the Financial Statements) corresponding to the financial year ended 31 December 2025.
Item 2. Management Report.
Review and approval, where appropriate, of the Management Report for the financial year ended 31 December 2025.
Item 3. Allocation of Results.
Approval, where appropriate, of the proposed allocation of the results for the financial year.
Item 4. Approval of the management of the governing body.
Approval of the management carried out by the governing body during the financial year ended 31 December 2025.
PART TWO — EXTRAORDINARY GENERAL MEETING
Item 5. Approval of the wording of the new Articles of Association.
Discussion and approval, where appropriate, of the new text of the Articles of Association. Delegation to the governing body to execute the adopted resolution in a public deed and register it with the Commercial Registry.
PART THREE — COMMON PROVISIONS
Item 6. Delegation of powers.
Delegation of powers for the formalization, interpretation, rectification and registration of the resolutions adopted.
Item 7. Approval of the Minutes.
Approval of the Minutes of the Meeting in accordance with the provisions of article 272 of the Spanish Companies Act and appointment, where appropriate, of the auditors of the Minutes referred to therein.
NOTES
- The rights of attendance and voting at the General Meeting shall be governed by the provisions of the Spanish Companies Act.
- Any shareholder entitled to attend may be represented at the General Meeting by another person in accordance with the provisions of articles 184, 185, 186 and 187 of the Spanish Companies Act.
In accordance with the provisions of article 197 of the Spanish Companies Act, from the publication of the notice of the General Meeting any shareholder may immediately and free of charge obtain the documents to be submitted for approval at the Meeting.
The full text of the proposed amendment to the Articles of Association (Item 5) shall be available to shareholders from the publication of the notice, in accordance with article 287 of the Spanish Companies Act.
Supplement to the Notice. In accordance with article 172 of the Spanish Companies Act, shareholders representing at least five percent of the share capital may request the publication of a supplement to the notice of the Extraordinary General Meeting including one or more items on the Agenda. This right must be exercised by reliable notice received at the company’s registered office within five days following publication of the notice.
In Marbella, on 22 May 2025.
Sole Administrator
Real Club de Golf Guadalmina
Represented by Mr. Ignacio José del Cuvillo Cano
** It is expected that the Ordinary and Extraordinary General Meeting will be held on second call.
** Approval of the new Articles of Association requires the reinforced quorum of article 194 of the Spanish Companies Act and the qualified majority of article 201.2 of the Spanish Companies Act and articles 14.1.1 and 14.1.2 of the Articles of Association.
