May 11, 2022
Notice of the ORDINARY and EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETINGS of the company “U1st SPORTS S.A.” to be held both in person and telematically (by means that allow permanent voice and image recognition, and require a connection link which shall be provided to those shareholders who request it) at first call on June 15th 2022 at 5.30 pm, at the registered office located at Calle Maestro Ripoll nº 9, Madrid or, as the case may be, at second call 24 hours later at the same address and at the same time, with the following AGENDA;
1. Examination and approval, as the case may be, of the audited individual and consolidated Annual Accounts for the fiscal year ended on December 31st 2021.
2. Approval, as the case may be, of the application of the result for the fiscal year 2021.
3. Examination and approval, as the case may be, of the management of the Board of Directors during the fiscal year ended on December 31st 2021.
4. Removal/Appointment/Re-election of Company Administrators
5. Appointment/Re-election of auditors for consolidated annual accounts for 2022, 2023 and 2024 fiscal years.
6. Appointment/Re-election of auditors for individual annual accounts for 2022, 2023 and 2024 fiscal years
7. Agreements, if appropriate, for the sale to shareholders or third parties of up to 1,000 treasury stock shares for a price of 40.00€ 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 company’s shareholders agreement.
8. Authorization for the full development and execution of the resolutions adopted, expressly including usage of the powers to interpret, correct and complete the resolutions, as well as their elevation to public documents.
9. Please and Queries.
10. Drafting, Reading and Approval of the minutes of the Meeting.
The right to information of the Shareholders shall be regulated in accordance with the provisions of Article 197 of the Spanish Joint-Stock Companies Act (Ley de Sociedades de Capital).
The attendance, representation and voting rights of shareholders shall be regulated in accordance with the provisions of the Spanish Joint-Stock Companies Act (Ley de Sociedades de Capital) and the Company’s Articles of Association/Bylaws.
Pursuant to the provisions of Article 182 of the Spanish Joint-Stock Companies Act (Ley de Sociedades de Capital), shareholders who intend to attend the meeting by telematic means must notify the Chairman of the Board of Directors in writing and by e-mail – with a record of its content and receipt – before the seventh calendar day prior to the date of the meeting. Interventions and proposed resolutions from shareholders who intend to attend by telematic means must be sent to the Company at least three calendar days prior to the date of the meeting. Responses to telematically-attending shareholders or their proxies/representatives who exercise their right to information during the meeting, shall be made during the meeting itself or in writing within seven days of the end of the meeting.
Approval – Signed: Kirtachi Participaciones S.L.
Miguel Alfageme González-Úbeda (Legal Representative)
Chairman of the Board of Directors.