Minutes of the Arqueros Golf AGM 2013

MINUTES OF ANNUAL GENERAL MEETING LOS ARQUEROS GOLF AND COUNTRY CLUB, SA

In Benahavis, at the registered office, Carretera de Ronda (A-397), Km 44.5, to date June 27 2013 being 12 hours, begins the Annual General Meeting of Los Arqueros Golf and Country Club S.A. in the Members Lounge at the Clubhouse of Los Arqueros Golf.

The Board was called by the Board of Directors of the Company at its meeting of March 11, 2013, having posted the required notice of the meeting on the website of the Company, under the following:

ORDER:
1 º. – Review and, if necessary, approval of the annual accounts of the income proposal, management and auditing of the Administrative Body, all for the year ended December 31 2012.
2º. – Appointment of auditors for 2013.
3 º. – Any other business.
4º. – Writing, reading and approval, if applicable, the minutes of the Board.

MEETING the voting members of the company they represent, were present or represented, the 75.13% of the social capital, as listed in annex to the present and includes the name and number of the share they represent.

Mr. Francisco Javier Ballester, President of the Board of Directors of Los Arqueros Golf and Country Club, SA, welcomed all attendees and then proceeds to the presentation of the Board: Mr. Cristobal Cuart Secretary of the Board of Directors, Mr. Juan Diego Menendez Financial Director, and Mr. Ulf Svendsen, Director of Golf.

Following the presentation, those present unanimously ACCEPTED holding this Annual General Meeting. Then proceed to the reading of the points on the agenda of the session, thus constituted the Board.

PRESIDENT AND SECRETARY: Mr. Francisco Javier García Ballester and Mr. Cristobal Cuart synths, President and Secretary of the Board of Directors, respectively. After welcoming the audience, Mr. Ballester intend to move directly to the items on the agenda. Were adopted unanimously the following resolutions:

FIRST: To approve the balance sheet, income statement, statement of changes in equity and the notes thereto for the year ended December 31, 2012.

SECOND: Apply the result in the following terms: Losses € 182,931.57

THIRD: To approve the management performed by the Directors of the Company during the year 2012.

FOURTH: To appoint Auditors CMS entity Associates, Ltd., based in Palma de Mallorca, Calle San Miguel, 30-3 º-BC, with CIF No. B-07733637, entity duly registered under number S-1036 in the Official Register of Auditors (ROAC), to proceed to audit the Society during the year 2013. Brief summary of the presentations and issues discussed at the Meeting: Mr. Tamker wants to ensure that Los Aguilares still does not affect the income of Los Arqueros Golf to what J. Ballester says yes. J. D. Menendez confirms that expenditure Los Aguilares are covered by Taylor Wimpey. J. D. Menendez confirms that the property of Los Aguilares belongs to the assets of Los Arqueros Golf.

R. Kempeneers asks if Taylor Wimpey will take care of the maintenance of Los Aguilares until it is finished. J. Ballester answers that will be covered until permits are obtained from the relevant authorities. Once they are already reassess the situation in Los Aguilares.  Several projects such how to end the 9 holes or build a golf academy. A. Tomlinson asked how plans to tackle this investment. J. Ballester answers that will decide when to do the necessary studies, if necessary or borrow from other sources.

Then U. Svendsen explains the situation in which this year is Los Arqueros Golf and the main objective is to maintain the quality of the golf course and its clubhouse.

A. Tomlinson argues that if, in the words of U. Svendsen the accounts of  Arqueros Golf go as planned, why he has dropped the salary employees. J. Ballester says the aim is to make the company Los Arqueros Golf self-sufficient, which at this time is not. In fact, the money set aside for Los Aguilares has been used for the maintenance of Los Arqueros Golf. This money has been spent so we had to take decisions. Costs have been reduced to a minimum and the only outstanding item was salaries. To which we have proceeded far as the new law of the government  has allowed us. What has been tried is to keep all staff because if we compare Los Arqueros with other golf courses its staff level is at a minimal. In any case it does not enters into the plans of Taylor Wimpey to close down the golf course.

D. de Broeder says he believes that green fees are very cheap. U. Svendsen explains that in April 2013 prices rose by 10%. One must be careful with raising prices to avoid having a negative effect on leaving customers to choose our golf course. Still, R. Kempeneers says that the conditions of Los Arqueros Golf are very good and does not understand why we have to be one of the most economical golf courses if we compare quality and price.

U. Svendsen argues that 2013 prices are 11% higher than in 2011. Normally the market does not respond positively to a price increase and we must recognize that Los Arqueros Golf is difficult to sell. U. Svendsen says that the number of members has dropped compared to previous years. A general trend in most clubs, closely related to health and non-renewal of the children. This issue of great concern as it is a very important source of income, so they have launched new offerings as 3 and 6 months.

D. Dalton notes that shareholders should be realistic and accept terms more favorable to people outside (visiting players) to become members. R. Kempeneer suggests that since there are so many houses in the Los Arqueros, offer them a “share option”. This could imply an important source of fixed income earlier this year. He also points that it could be very interesting to offer members a flat fee for a certain amount of buggies in conjunction with the membership fee.

D. Dalton question if Los Arqueros Golf is subject to the opinion of the Andalusian Golf Federation as the rules to remove the red stakes which has caused much slower play on the golf course and influences the mood of the players. Believes that it would be good for the club in terms of speed of play and level of difficulty of the game to reposition again the red stakes.

There being no more points  Mr. Ballester thanks all attendees and ends the meeting at 13.20.

APPROVAL: Written, read and approved unanimously these minutes following the conclusion of the meeting of the Board, is signed by the President and by the Secretary.

THE PRESIDENT SECRETARY: Mr. Francisco Javier García Ballester
THE SECRETARY:  Mr. Cristobal Cuart

This page is also available in: Spanish