TITTLE I: Name, object, address and duration
TITTLE II: Share capital
TITTLE III: Company govering organs
TITTLE IV: About the company year and annual accounts
TITTLE V: Dissolution and liquidation
Name, object, address and duration
Under the name of LOS ARQUEROS GOLF AND COUNTRY CLUB, S.A., there is a Public Commercial Company regulated by the current Statutes and, for anything not included in them, by the rules of Legislative Royal Decree l564/ l989 of 22 December, by which the Revised Text of the Public Companies’ Law was approved, and other generally applied legal arrangements.
ITS AIM INCLUDES:
The tenure and operation of the Golf Los Arqueros site in Benahavís, Málaga. The construction and operation of golf courses and the complementary facilities related to any type of sport, the marketing, representation and sale of all sports goods and materials.
The tenure and operation of all type of businesses related to sporting or tourist activities.
These activities can be carried out by the Company completely or partially, indirectly, by owning shares in other companies with a similar or identical aim.
This Company’s registered office is in Carretera de Ronda (A-397), Km. 44.5, Benahavís (29679), Málaga.
The Company’s administration can agree to the transfer of that offi ce within the same municipal area; as well as the creation, abolition or transfer of branches, agencies, delegations or representatives as it sees necessary both in Spain and abroad.
Its duration will be indefinite, with its operations starting on the same day as the execution of its founding deeds.
The share capital will be fi xed at SEVEN MILLION TWO HUNDRED AND NINETY ONE THOUSAND FIVE HUNDRED EUROS (€7,291,500.00)
This capital will be represented by ONE THOUSAND FIVE HUNDRED (1,500) ordinary, nominative and single series shares of a nominal value of FOUR THOUSAND EIGHT HUNDRED AND SIXTY ONE EUROS (€4,861.00), each, correlatively numbered from 1 to 1,500 inclusive, totally subscribed, of which 962 shares, numbered 1 to 962 inclusive, are completely paid up and 538 shares, numbered 963 to 1,500 inclusive, are paid up to 40% of their nominal value.
The capital call of the latter should be paid up in cash within a period no greater than 5 years from the date of the founding deeds being awarded, in one or several payments, as agreed by the Company’s Administration Organ.
The shares will be represented by titles which can include one or more shares from the same series, they will be issued in books of perforated vouchers, will contain, at least, the mentions required by the aforementioned Revised Text and will be signed by the Board of Administration, whose signature can be a printed stamp, fulfi lling the requirements of the Text. The shareholder has the right to receive the titles he owns free of charges.
The shares will appear in a register which will be retained by the Company. In this register consecutive transfers as well as the constitution of rights over them will appear in the format specifi ed in the Text. The Board of Administration can demand the forms of proof it deems necessary to accredit the transmission of shares or the regularity of the chain of endorsements before including the transmission in the register.
Until the titles are printed and delivered the shareholder will have the right to obtain certifi cation of the shares under his name.
The shares are freely negotiable, without affecting the provisions in article 8 of these Statutes, governing their transmission ursuant to what is established in the Revised Text and in complementary regulations.
In increases of share capital, with the issuing of new shares, either ordinary or privileged, existing shareholders and owners of convertible bonds can, within the period conceded by the administration of the Company and being no less than one month from the publication date of the announcement for offers of subscription in the Official Bulletin of the Trade Register, exercise the right to subscribe to a number of shares proportional to the nominal value of the shares already possessed or those that correspond to the titles of convertible bonds at the time of conversion in the new issue.
The transfer of shares, even those in favour of shareholders, must be subject to the following limitations and restrictions:
Shareholders who wish to transfer all or some of their shares are obliged to give prior notice to the Board of Administration stating the name, surname, profession and address of the purchaser for individuals or company name and registered offi ce for legal entities or co-ownership, and the price agreed for the transfer.
If the Board of Administration does not indicate to the contrary within a period of fi fteen days from the certifi ed date of notifi cation, the intended transfer will be understood to be permitted.
The Board of Administration can acquire shares for the Company, subject to the law and these Statutes, or designate an individual or legal entity with preferential character to exercise that right of acquisition, within a period of thirty days from notifi cation, advising within fi fteen days that this right is to be exercised and appreciating the shares at their real value, determined by the Company Accounts Auditor or, in his absence, the Auditor named by the Trade Registrar of the registered office.
If the transfer is not announced; any of the requirements demanded in the previous paragraph are omitted; the actual price of the transfer is less; the other essential conditions are less serious or the transfer is made to a person other than the one allocated on the estimate notification, the Board of Administration will have the right of repurchase either for itself or for the physical or legal entity it designates. This entity must act within a period of sixty days from the day on which the Council obtained knowledge of the transfer and for the real value of the shares, determined by the Company Accounts Auditor or, if he is not required to verify annual accounts, by the Auditor who, on request of the Company, is named by the Trade Registrar of the registered office.
In “mortis causa” share transfer to the spouse or descendants will be free, without having to be subject to any requirements. In all other cases the limitations described in this article will be applied for “inter vivos” transfers. If the Board of Administration rejects the inscription of the transfer in the register of nominative shares, it must present a share purchaser to the heir or offer to acquire them or the Company, valuing them at their real value, determined by the Company Accounts Auditor or, in his absence, the Auditor named by the Trade Registrar of the registered office.
The periods established in this article are calculated from the communication in writing sent by any heir or legatee of the shares or accountant on behalf of the Board of Administration notifying the Board of the death of a shareholder.
In case of a forced sale of shares, whether this sale be judicial, notarial, administrative or of any other kind, the same right of repurchase with the price of the tenders regime will be applied.
Without affecting the provisions of article 1911 of the Civil Code a shareholder’s creditors will not have any right concerning the Company - not even in the case of its bankruptcy - other than that of sequestrating and receiving that which, for profi ts and ettlements, corresponds to them, pursuant to the agreements adopted by the relevant organs of the Company but without the possibility of interference or intervention of any kind in Company matters and affairs.
Shares are indivisible. The co-owners of a share will be completely responsible to the Company for all obligations derived from being a shareholder and must designate one of the group to exercise the rights inherent to being a member for the group. The same rule will be applied to all others with coownership of rights to shares.
The Company will only consider shareholders inscribed in the Register of Shares; any shareholder can examine this.
The Company can only rectify inscriptions considered to be false and inexact when it has notifi ed the interested parties of its intention to do so and has encountered no opposition during the thirty days following notification...
In case of usufruct, forfeit or sequestration of shares it will follow the provisions of the aforementioned Revised Text.
Company govering organs
The Company’s governing organs are the General Shareholders’ Meeting and the Board of Administration.
The shareholders, who form the duly convened General Meeting will concentrate mainly on matters particular to the jurisdiction of the Meeting. All members, including dissidents and those not present at the meeting, will be subject to the agreements made by the General Meeting, without affecting the rights of separation and challenge established in the afore mentioned Revised Text.
The General Meetings can be ordinary or extraordinary and must be convened by the Company’s administration organ. An Ordinary General Meeting is one that must meet within the fi rst six months of each fi nancial year to censor the Company management, approve, if the case may be, the accounts of the previous fi nancial year and rule on the application of results. An Extraordinary General Meeting is any which is not the ordinary Annual General Meeting.
The General Meeting, ordinary or extraordinary, will become offi cially convened in the fi rst meeting, if the shareholders present or represented possess at least a quarter of the subscribed voting share capital. In the second meeting the General Meeting will be offi cially convened whatever its share capital.
In spite of the provisions of the previous article, for the Meeting to be able to offi cially award the issue of obligations, the increase or decrease of equity capital, the transformation, fusion or division of the Company or any modification of the statutes, half of the subscribed voting share capital must agree to it. In the second meeting only a quarter of the subscribed voting share capital need be present.
However, if shareholders who represent less than fi fty percent of the subscribed voting share capital agree, the social agreements to which this article relates can only be adopted with the favourable vote of two thirds of the capital present or represented in the Meeting.
Each General Meeting must be convened by public announcement in the Official Bulletin of the Mercantile Register, and a daily newspaper of general circulation in the province at least one month before the date set
for the meeting.
The announcement will contain the date of the fi rst meeting and the agenda items. It can also include the date, if applicable, of the second meeting which must be at least 24 hours after the fi rst. In all cases the rights of shareholders to obtain from the Company documents which must submitted for approval and, if applicable, the accounts Auditors’ Report will be included.
However, the Meeting will be understood to be convened and will become officially constituted to deal with any matter as long as all the unpaid capital is present and the delegates unanimously accept the holding of
Shareholders who have their shares inscribed in the share register and holders of shares accredited in public documents as having legally acquired them from the person who appears in the register as holder fi ve days before the meeting is held, will always be able to be present at the General Meeting.
With this accreditation request to the administration organ for inscription in the Register will be understood.
All shareholders who have the right to attend can be represented at the meeting by another person. Representation must be conferred in writing and with special character for each meeting according to the terms and scope established in the Revised Text.
This last requirement will not be necessary if the representative is the spouse, ascendant or descendent of the person represented nor if the representative possesses general power conferred in public document with the ability to administer all assets the person represented owns within national territory.
Representation is always revocable. Personal attendance of the person represented at the General Meeting will revoke the representation.
The administration organ can convene an Extraordinary Meeting when it feels it is in the Company’s interest. It must also convene one when requested to do so by shareholders who represent fi ve percent of the capital stock.
They must express in the request the matters to be dealt with there. In this case the General Meeting must be convened within the thirty days following the date of the appropriate notarial summons to the administration organ which will include the matters which would have been object of the request in the agenda.
The President of the General Meeting will be the president of the Board of Administration or, in his absence, it will be the shareholder chosen by the General Meeting. The Secretary will be the Secretary of the Board or, in his absence, the shareholder designated by the delegates.
General Meeting agreements will be decided by majority vote except in cases set out in these statutes and in the Revised Text where, if applicable, a qualified majority will be required.
Each share gives the right to one vote as well as the other rights set out in the Text
The minutes of the Meeting can be approved by the Meeting itself immediately after the meeting has fi nished or within a period of fi fteen days by the president and two auditors, one representing the majority and the other representing the minority.
Minutes approved in either of these two ways will have executive power from the date of their approval.
Certifications of minutes will be issued and the agreements will be published by persons authorised to do so according to these Statutes and the Mercantile Register Regulation.
About the administration
Company administration and management will be the task of a Board of Administration which will be made up of a maximum of ten members and a minimum of three appointed by the General Meeting. They do not have to be shareholders to be elected onto the Board.
The duration of Board membership will be six years and the members can be re-elected one or more times for periods of equal maximum duration.
The key members of the Board of Administration will be elected by the Board itself if they are not appointed by the General Meeting.
The Board of Administration will meet when the President convenes it, on its own initiative or at the request of a member.
It will become officially constituted if half plus one of its members, present or represented, attend the meeting. Any member can be represented at the Board by another member or by the Board Secretary. Notice of this should be directed in writing to the President stating the name of the name of the designated representative alongside the reason for absence.
Agreements will be adopted by absolute majority of votes from the members present or represented at the meeting without affecting future opinions. In case of a tie, the President, or whoever is carrying out his duties, will have the deciding vote.
The Board, if it deems necessary, can designate, by favourable vote of two thirds of its members, one or more Chief Executives from its midst to exercise the powers given to the Board of Administration by these Statutes permanently and collectively with the only exception of those who are legally ineligible or those who expressly wished the board to be reserved.
The Board of Administration can also designate one or more Directors, Managers or Representatives, entrusting them in all cases with the faculties they judge necessary through the granting of corresponding powers.
No one involved in a legal case for incapacity or incompatibility, especially those of high positions determined by Law 12 of 11 May 1995 and subsequent, as well as the provisions in article 124 of the aforementioned Revised Text, can be a member.
The position of member will be unpaid.
The Board of Administration will represent the Company and will be entrusted with the widest powers to carry out all kinds of acts or operations in name of the Company without other limitations than those expressly established in the law or these Statutes.
The following powers correspond to the Board of Administration:
a)The administration of Company assets, the management of Company business, and the carrying out of all kinds of acts, operations, contracts and documents of control, traffi c and transfer of the same for this purpose, being able to buy, sell, exchange, transfer, mortgage and by any other means acquire, dispose of or tax fi xed or non-fi xed assets as well as the right, without exception, to carry out all kinds of appearances, including acceptance or cons-titution of property servitudes of all kinds, all for the price, cost, agreements and conditions which it freely establishes; perform segregations, groupings, aggregations, divisions and other descriptions; accept and cancel mortgages and other guarantees, including chattel mortgages; make declarations of new works, submit them to joint freehold and generally carry out as many acts as generated by the registered seats with respect to the Company’s real estate; arrange leases and subleases of all kinds for non-fi xed, fi xed, industrial or business assets; arrange, as a contractor, fi xed or non-fi xed asset operating or fi nancial leases, under the conditions it determines; contract services, suppliers, including works and projects; lend and borrow money under the conditions it deems to be feasible.
b) Contractual and extra-contractual, court order and extrajudicial legal representation of the Company before any persons, Entities, Authorities, Government Employees, Organisms, Magistrates, Public Prosecutors, Centres, Offices or Departments of the State, Province, Municipality or Autonomous Community, Courts or Tribunals of any order, degree and jurisdiction both in Public and Private law, exercising all kinds of actions, exceptions, demands, complaints, lawsuits, accusations, rights and defences and any other claims, ratified by the same if personal ratification is necessary, in any matter, trial, file or civil, criminal, administrative, social, labour or governmental procedure or procedure against the state or the treasury, of voluntary or other jurisdiction, starting them, following them through and finishing them completely with the range of powers necessary; request suspension of trials; sign and resent documents and attend all kinds of ceremonies; hold conciliation acts with or without agreement; make, receive, request and answer announcements, summons and subpoenas; demand joinders, embargoes, cancellations, implementations, evictions, sale of assets, liquidations and cost evaluations; promote questions of competence and incidents; formulate objections, impeach witnesses, supply and discredit proof, revoke proof and writs; issue cautions; make judicial deposits and payments; allow favourable resolutions, impose, follow and renounce all kinds of resources, including governmental and against the state and those of replacement, reform, petition, appeal for annulment, extraordinary annulment, notorial injustice revision, complaint, nullity, protection, incompetence and other procedures of rights; attend and vote at General Meetings held to decide upon suspension of payment, bankruptcy and creditor contest files and have their views and recommendations form part of the record of the meeting and be taken into account when final decisions are made. Approve agreements; approve and contest credits and their adjustment, name and accept trade union and administration positions; designate spokespeople from conciliation organisms, settle and renounce procedures; reach agreements; renounce shares, absolve positions; get involved in arbitration, to resolve divergences or controversies and in short practice
the procedure laws without limitation as far as possible.
c) The investment mechanism and control of Company funds, for which it can open, impose, remove, transfer and cancel current, credit and savings accounts in any banks, including the Banco de España and Hipotecario de España and their branches and other Entities or Savings or Credit Banks; free cheques, bonds and other orders or instructions of payment; request balances and cheque books; free, negotiate, endorse, accept, receive payment for, discount, challenge, pay and guarantee bills of exchange and other credit or giro documents; make those payments that the Company is obliged to make; request invoices, receipts, letters of payment and settlement, arrange credit operations it feels necessary for the running and development of Company business (except by way of issuing obligations ), without limit of period, interest and other conditions and with the guarantees it feels to be pertinent, underwriting policies and deeds; give fi nancing loans, including jointly and renouncing rights of discussion, division and order; receive payment of amounts accredited by the Company for any title or concept even if the debtor is the Public Treasury or other Offi cial Organism, signing the corresponding receipts and payment letters; lease safety deposit boxes and in general carry out all kinds of bank and nonbank investment operations, regulation and control of Company funds.
d) Hire and dismiss personnel, indicating their jobs and salaries
e) Arrange all kinds of insurance coverage with conditions that it freely establishes and receive, if applicable, compensation to which it is entitled; extend or terminate those insurance policies.
f) Attend all kinds of auctions and contests, without limitation of powers, fulfilling all the requirements and formalities required; present propositions, improve them or remove them as appropriate; establish and remove deposits required to take part in these; make or accept forced sales; and in short, do everything required of it to obtain defi nitive allocation, also underwriting public, private or administrative documents necessary for the allocation of the contract or asset.
g) Participate in other companies or Civil or Trade organizations, joining their constitution or capital increase, exercising all rights that legally or statutorily correspond to members.
h) Make up Compensation Committees, Temporary Company Unions, Groups of Companies and other Associations with the terms it freely establishes, fix the conditions, Statutes etc. and exercise all the rights that correspond to it as a member.
i) In general carry out not only the functions and exercise the powers that the present Statutes give it but also those that are not of exclusive competence of the General Meeting by Law or statute, given that all that has been mentioned is expository and not limited to the widest power that corresponds to the Board of Administration for the management and administration of the Company. The Board of Administration can delegate all or part of those functions it possesses that can be legally delegated to third parties through the conferral of powers.
About the company year and annual accounts
The business year will coincide with the calendar year. By exception the first period will start on the day the founding deeds are signed and fi nish on the following 31 December.
The Company must have, pursuant the provisions in the Code of Commerce, ordered accounts adequate to the Company’s activity which permit a chronological tracing of operations and the elaboration of inventories and balances. The accounts books will be authenticated by the Trade Register which corresponds to the area of the registered office.
The Board of Administration is obliged to draw up the annual accounts, management report and proposal of application of the result within a maximum period of three months from the close of the year. The annual accounts will include the balance sheet, profi t and loss account, and the notes to the accounts. These documents will form one unit, must be written clearly and show a fair view of the assets, fi nancial situation and results of the Company, pursuant to the provisions of the Law and the Code of Commerce and must be signed by the Board of Administration.
Within a month after the approval of the annual accounts they will be presented along with the applicable certifi cation accrediting that approval and application of the result for their deposit in the Trade Register in the manner stipulated in the aforementioned Revised Text.
Once the funding for legal reservation and other legally established provisions have been covered the General Meeting can apply what it feels appropriate from the profi ts obtained in each year to a voluntary reserve, funds for investments provision and any other legally allowed action. The rest, if applicable, will be distributed as dividend among the shareholders in proportion to the capital paid up on each share.
Payment of dividend will be done pursuant to the provisions of the Law.
Dissolution and liquidation
The Company will be dissolved for the causes legally envisaged. Assumptions of mergers or splits will be exempt from the period of liquidation. In the case of dissolution, liquidation will be the responsibility of an odd number of liquidators designated by the General Meeting who will liquidate and divide according to the agreements of the General Meeting and the existing provisions.
Once all the creditors are satisfi ed and have received the amount of their credit against the Company and the unpaid creditors have been secured, the remaining assets will be divided among members, pursuant to the aforementioned Revised Text.
Any doubts, questions or differences that arise between shareholders, the Company and the Board of Administration, or between members of the Board, will be resolved through arbitration pursuant to Law 60/2003 of 23 December except when it is expressly regulated by legal precept of indeclinable observance or these Statutes.
Despite the provisions of article 8 of the Statutes, the fi rst transmission of all and each one of the shares taken on by Taylor Woodrow de España, S.A. alone in the founding deeds, either if done once or many times, will not be subject to the limitations envisaged in the this article and so neither other members nor the Company will have any right to preference of acquisition of these shares which will be freely transferable to third parties.