U1ST SPORTS S.A.” ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING 30th May 2019

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Notice of meeting for the “U1ST SPORTS S.A.” ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING”, meeting called by the Board of Directors of the Company, as agreed on February 6th, 2019, that will take place on May 30th, 2019, at 12.00 pm, at the Company headquarters located in Madrid, Maestro Ripoll St. 9 or, in its case, in second call in the same place and time but 24 hours later, with the following

AGENDA

Ordinary issues

  1. Examination and approval, if appropriate, of the audited and consolidated Annual Accounts referred to the fiscal year closed on December 31st, 2018.
  2. Approval, if appropriate, of the application of the results of the fiscal year of 2018.
  3. Examination and approval, if appropriate, of the management of the Administrative Authority during the fiscal year closed on December 31st, 2018.

Extraordinary issues

  1. Removal, Appointment and Re-election of Company Administrators.
  2. Compensation of Company Administrators and Company Directors.
  3. Agreements, if appropriate, on the following:

i. The acquisition by the Company of up to 50.000 treasury shares for a maximum price of 52.48€ per share. Waiver by shareholders of the all the rights derived form said acquisitions, including those derived from the shareholders pact. Delegation in the board of Directors.

ii. The sale to shareholders or third parties of up to 50.000 treasury shares for a price of 52.48€ per share and waiver, if appropriate, of the right of first refusal of shareholders over said sales and waiver of any other right over said sales, including those rights derived from the shareholders pact. Delegation in the board of Directors.

Annulment of any prior agreement to the same effect that has not been executed.

  1. Monetary capital increase for a total of sixty thousand (60,000) new shares at the price of 10€ per share plus and emission premium of 42.48€ per share. Conditions/Waiver of the right of preferential subscription by the shareholders.

Common Matters

  1. Authorization for the full development and execution of the decided agreements, expressly including the exercise of the powers of interpreting, correcting and completing the same ones as well as their notarization.
  2. Requests and Questions.
  3. Draft, Reading and Approval of the General Meeting record.

 

The shareholders right of information is regulated in accordance with Article 197 of the Spanish Companies Act, any shareholder may obtain from the Company, immediately and free of charge, all documents to be submitted to the General Shareholders Meeting approval, management report and the auditor’s report. The rights of attendance, proxy and voting of the partners will be regulated pursuant to the Companies Act and the Bylaws of the Company. The shareholders may examine at the registered office of the Company the aforementioned proposed amendments to the bylaws and the report thereon prepared by the Board. The Shareholders are entitled to request a free copy, in-hand, or by mail of the aforementioned documents.

 

Signed: Kirtachi Participaciones S.L.

Miguel Alfageme González-Ubeda (Legal representative)

President of the Board of Directors.