Internal Rules - Section II

Requirements and procedures for acquiring and losing membership

ARTICLE 6

MEMBERSHIP STATUS

INDIVIDUALS:

Members of the Club will be held to be any persons acquiring a share in the “Los Arqueros Golf and Country Club, S.A.” limited company, or any persons designated as such by legal entities or community property who acquire shares, provided that these acquisitions have been made according to art. 8 of the Company by-laws, or the shares have been transferred by the company of “Taylor Woodrow de España, S.A.Unipersonal”.

If a shareholder so wishes, it may designate a different individual for each share as a beneficiary of the use of the facilities. The designation may be changed by means of a written application. However this change will not take effect until the corresponding fees have been paid and the new designation has been accepted by the Club’s Admissions Committee.

Until these shares have been transferred, any commitments undertaken with “Taylor Woodrow de España, S.A.Unipersonal” to acquire them in the future, or the shares acquired as specified in these commitments, will held to be in force.

The ownership of a share or the undertaking to purchase it, obtained according to the specifications, shall automatically determine membership status.

LEGAL ENTITY:

If the owner of the share or the undertaking to acquire it is a legal entity, company, or a community property, they may designate an individual as the beneficiary of the use of the facilities. The designation may be changed by means of a written application. However this change will not take effect until the corresponding fees have been paid and the new designation has been accepted by the Club’s Admissions Committee.

FAMILY MEMBERS:

Persons in the member’s family may also acquire membership, according to article 7.

CARD:

Membership shall be accredited by means of the corresponding card which the Club will provide to the member; this will include a photograph, his or her first and last names, national ID or passport number, and type of membership.

ARTICLE 7

TYPES OF MEMBER

The Club has the following types of member:

SHAREHOLDER MEMBERS:

These are individuals owning a share or an undertaking to acquire one.
The acquisition of a share or an undertaking made according to the specifications automatically determines the status of shareholder member with all the rights and obligations specified in Section III. In the case of legal entities, the members shall be those individuals designated by the shareholder as users of the facilities.

DESIGNATED MEMBERS:

Designated members are those individuals designated by the holder of a share, with one share to each person, for the use of the facilities. Designated members may use the facilities and services and may be elected to the Board and any Committees which may be created, but they personally will not have more than one single vote.

FAMILY MEMBERS:

Family members are the spouse or regular partner and any unmarried children under 21 of the “main” member, whether he or she be a Shareholder member or a Designated member, and who have been admitted as a “Family member” by the Admissions Committee. Cohabitation with the “main” member is an essential condition for membership.
In the case of the decease of a Shareholder member, the spouse or regular partner and the unmarried children under 21 may continue to be Family members, until such time as the spouse or regular partner remarries or the children reach the age of 21.

HONORARY MEMBERS:

Honorary members are those members or non-members to whom the Company’s General Meeting, at the proposal of the Governing Board, has granted this status in recognition of their merits or qualities, or for outstanding service to the Club. Honorary members shall be exempt from payment of maintenance fees and also of fees for use of the services, if this is agreed at the time of their appointment.

TEMPORARY MEMBERS:

Temporary members are those individuals admitted as such for a minimum period of three months and under the conditions agreed by the Admissions Committee. Family members of these Temporary members may also be admitted.

Given that this Club is intended for exclusive use by the Shareholder members and their families, the Company’s Governing Board may at any time suspend the admission of this type of members.

ARTICLE 8

GUESTS, RECIPROCAL ARRANGEMENTSAND OCCASIONAL USERS

GUESTS:

Shareholder members and Designated members may be accompanied in the club facilities by their guests, and additionally when playing games and sports. The Board of Directors shall establish regulations regarding the maximum number of guests at
any time, rates and other conditions of admission and attendance.

RECIPROCAL ARRANGEMENTS:

The Governing Board may agree to set up reciprocal arrangements with other Clubs so that the members of other Clubs may make use of the facilities and play sports under the conditions that may be established, provided that the members of this Club are accorded similar privileges in the other club.

OCCASIONAL USERS:

Occasional users are considered to be those persons who, on paying an admission fee to the club facilities and recreational areas or any playing fees that may be in effect, may use the facilities without the need to be accompanied by a member.

The Board of Directors will establish the conditions for these admissions.

ARTICLE 9

ADMISSION OF MEMBERS

INDIVIDUALS:

The acquisition of a share or the undertaking to acquire a share from the company “Taylor Woodrow de España, S.A. Unipersonal” automatically entails membership of the Club as a Shareholder member, except as specified in art. 5 for legal entities, companies and community properties. All individuals acquiring shares shall be automatically registered in the Members’ Book as Shareholder
members, numbered correlatively by order of registration starting at 001.

In the event that the share or undertaking to purchase is acquired from a person other than “Taylor Woodrow de España, S.A.Unipersonal”, the Admissions Committee, designated by the Governing Board, will decide on whether or not to
approve the admission of the member.

LEGAL ENTITIES:

If the share or the undertaking to purchase is acquired by a legal entity, company or community property, that legal entity must notify the Admissions Committee of the name of the individual who will use the facilities as a member, who will decide on whether or not to approve the admission of the member.

FAMILY MEMBERS:

For the spouse and unmarried children under 21 of a Shareholder member to be admitted as Family members, it will suffice to notify the Admissions Committee to this effect, providing proof of relationship and age if so required, and to pay the membership fees determined by the Governing Board for these admissions.

The Admissions Committee shall only decide in the case of Family members when the person who requests this type of membership is a regular live-in partner of the Shareholder member without any other legal connection, and invokes this cohabitation as the reason for admission.

TEMPORARY:

Regarding Temporary members, the Admissions Committee shall follow any instructions it receives in this respect from the Board of Directors or the Club Board through the appropriate channels.

ARTICLE 10

LOSS OF MEMBERSHIP

Membership may be lost:

A) Due to the member’s own wishes:

Due to the member’s own wishes and as a result of having transferred his or her share or undertaking to purchase, according to the regulations and requirements which enable this transfer. This termination does not imply the expiry or cancellation of any outstanding fees for maintenance or use or any other item which may be owed by the member.

B) Due to failure to pay:

Due to failure to pay the club fees or any other debts with the Club. In case of non-payment, from the date on which the member is under obligation to pay, he or she will be liable to an immediate penalty of 200.00 plus a 20% surcharge for late payment, calculated on a daily basis. The Board will grant the member a grace period of one month to make the payment, with a warning that if at the end of this period payment is still outstanding, membership will be cancelled. This will not affect any pertinent legal claims which may be made to obtain payment.

The share or undertaking to purchase will constitute a specific liability in these cases, as it will serve as a guarantee without transfer of ownership, for the financial obligation to pay the fees or any other debts to the Company. In connection with this, the Company will issue, at the request of the share purchaser, a statement of the transferor’s account.

C) Due to serious misconduct:

By a resolution of the Governing Board, for committing offences of a seriousness such as to warrant loss of membership according to the Club’s disciplinary regulations, if this is decided by the General Meeting, or otherwise according to the disciplinary regulations of the Royal Spanish Golf Federation. The share or undertaking to purchase shall be acquired by the Company for itself or for any
person it may designate, at its current value determined according to art. 8 of the by-laws of the company “Los Arqueros Golf and Country Club, S.A.” and any pertinent legal limitations.

PROCEDURE:

In cases b) and c), proceedings will be opened, and the member will be notified that legal action has been initiated so that he or she may make any relevant declarations. The member will be also be notified of any resolutions passed and the possibilities of appeal. Decisions regarding loss of membership will take effect forthwith, and they will remain in effect during the appeals process.