Estatutes

• TITLE I.- I. DENOMINATION, DURATION, LOCATION, BOUNDARIES AND AIMS.
• TITLE II.- II. MEMBER CLASS, ADMISSION AND CESSATION, RIGHTS AND OBLIGATIONS.
• TITLE III.- III. MANAGEMENT TEAM.
• TITLE IV.- IV. FOUNDING PATRIMONY, ECONOMIC RESOURCES PLANNED. LIMITS ON ANNUAL BUDGET. COMMERCE FISCAL YEAR.
• TITLE V.- V. DISSOLUTION AND APPLICATION OF THE SOCIAL PATRIMONY.
• FINAL REGULATIONS.-

TITLE I

I. DENOMINATION, DURATION, LOCATION, BOUNDARIES AND AIMS.

1^st Article. DENOMINATION- With the name of Club Financiero Vigo, an Association is formed and will be governed by the given statutes, by the valid pacts adopted by the General Assembly and by the directing members within the scope of their respective obligations, and in the not anticipated, it will be established by the Law 191/1964, 24th of December, from Associations and other legal arrangements or regulations applicable.

2^nd Article. DURATION- The Club is founded as an association of indefinite time, starting its activities after the date of approval of the statutes.

3^rd Article. LOCATION- Club Financiero Vigo is located in Vigo, García Barbón, number 62. The Board of Directors will be competent to set up other delegations in any other place within the national territory.

4^th Article. BOUNDARY- The territorial boundary of action of Club Financiero Vigo undertakes the province of Pontevedra, and basically concentrates the most part of its activity in the area of Vigo.

5^th Article. AIM- Club Financiero Vigo has the aim to reunite businessmen and professionals of southern Galicia in a representative and independent forum, which defends the interests of its members and contributes to reaffirm Vigo’s leadership in the industrial development of the Peninsula’s northeast. It also impels all those initiatives that favour the interests of Vigo, its area of influence and its firms, promoting collaboration and the business culture in the area. For this it proposes: a. strengthening the representation of businessmen and professionals and being a point of reference in the presence of the institutions at the moment of favouring the development of the business environment in Vigo. b. Promote opinion in all those matters that affect its members, as well as Virgo’s industrial reality and environment. c. Impel an improvement in competition in associated firms, as well as weaving business in its field, favouring the collaboration and exchange of experiences between businessmen and professionals, defending all those investments that allow business activity development. d. Promote personal contacts among businessmen, professionals and executives in charge of firms and offer them information services, expansion and rest.

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TITLE II

II. MEMBER CLASS, ADMISSION AND CESSATION, RIGHTS AND OBLIGATIONS.

6^th Article. CLASS- The members will be of the following classes: Number, Correspondent, Temporary, Collaborators, Founders and Honour.

7^th Article. NUMBER MEMBERS- Number members will be: a. Those people with the capacity to work, older than 18, who have, at least, the title of a share of the society of Club Financiero Vigo, S.A, and make known, in writing to the President, their wish to be a member. b. Those people in complete capacity to work, older than 18, showing the condition as a member of a commercial association, possessing one or more shares of Club Financiero Vigo, S.A, and having been authorized by a legal representative of the titleholder society, making known in writing to the President, their wish to be a member. c. Also, Number members will be those people in complete capacity to work, older than 18, who have the standing of administrative, manager or personnel of high management in a firm, entity or institution, titleholders of one or more shares of the association Club Financiero Vigo, S.A, requesting in writing to the President, their wish to be members. These people will lose their condition as members if their designation is revoked by the entity titleholder of the share, without any rights to claim. If the titleholder wishes to substitute any of the authorized people and has the condition as a member as established in this section, with legal representation, should request it in writing to the President of the Club, not yielding in this case the quantities cited in the 13th Article .g For the substitution or the leave of members. d. Those people in complete capacity to work, older than 18, that belong to institutions or entities which the Board of Directors of Club Financiero Vigo has established some type of agreement for the incorporation of its members, satisfying the membership fees set by the Board and declared in writing to the President, their wish to be members. These members will not have any transmissible rights and in the case of losing their condition as a Number member, they will not have the right to claim back the membership fee of admission. In any case, the number of authorized people to request membership will not exceed four per share, in which the titleholder has to satisfy as many fees as people having been appointed by the legal representative of the mentioned association and, consequently, holding the condition as members. For the 4 suppositions a, b, c and d of the present article, the admission will be made once it is approved by the Board.

8^th Article. CORRESPONDENT MEMBERS- Correspondent members will be those who belong to other associations of which the Board of Directors agrees a correspondence regime, having to absolutely prove their condition as member of such associations. They can make the most of the Club’s installations in the period of time determined by the statutes. These members do not have the right to vote in the General Assemblies nor can they be government members.

9^th Article. TEMPORARY MEMBERS- Temporary members can apply, through written communication to the President of the Club: a. People living out of Galicia, who are presented by Founder members. b. Members of clubs or associations that maintain a relationship with Club Financiero Vigo, mentioned in the 8th Article, who wish to make the most of the period of time more than the one mentioned in the statutes. c. Important figures that the Board of Directors agree upon. The nature of Temporary member gives them the right to use the Club’s services and installations, for a period of time set by the Board of Directors, obligated to satisfy the fees established for this type of member by the Board. These members do not have the right to vote in the General Assemblies nor can they be government members.

10^th Article. COLLABORATING MEMBERS- Collaborating members will be those people, whom the Board of Directors appoints due to the fact that these members deal with people of recognizable prestige in the world of university, economy, law, finance, markets and investigation. They will have the same tasks as the other members of the Club, but they will not be obligated to be shareholders of Club Financiero Vigo, S.A, nor the regulated in sections b, c and d of the 7th Article of the statutes. They are neither obligated to pay the membership fees. On their part, they need to collaborate with the Club in all those initiatives requested by the Board of Directors and related with their field or profession, regulated in the 5th Article of these statutes. These members, with only spoken rights in the General Assemblies, can participate as consultants in the Managing Team reunions if it is what the President decides. Losing the condition as Collaborating members will be decided by the Board of Directors, without any claims.

11^th Article. FOUNDER MEMBERS- Founder members will be the first one hundred shareholders of the association Club Financiero Vigo, S.A. Founder members, apart from benefiting from the rights that correspond to Number members, are exempted from the membership fee that the Board of Directors assigns for its accompanying guests.

12^th Article. HONOUR MEMBERS- Honour members of Club Financiero Vigo, S.M, are the King of Spain, the President of the Spanish Government, the President of the Galician Government and the Mayor of Vigo. Also, Honour members will be those other people that the General Assembly grants- by the suggestion of the Board of Directors and agreement by the majority of its components- such distinction in attention to notable merits obtained at a national or international level, in fields such as humanities, economy, cultural, etc., as well as outstanding services rendered to the Club. They will have the same rights and obligations as the rest of the members, but they are not obliged to be share titleholders of Club Financiero Vigo, S.A, nor what is regulated in the sections b and c of the 7th Article of the statutes. Also, they are not obligated to pay the regular fees.

13^th Article. ADMISSION- To be a Number member, it is necessary: a. to be age of majority. b. Formulate the request of entry to the President of Club Financiero Vigo, declaring the acceptance of the statutes and the regulations of the entity. c. Have a previous possession of one or more shares of Club Financiero Vigo, S.A, or satisfying- in its case- the admission amount or the membership fee. d. To be included in one of the suppositions examined in the sections b and c in the 7th Article of these statutes. e. In case of being a shareholder of Club Financiero Vigo, S.A, obtained in the secondary market, apart from the requirements established in the previous sections, the request of entry as member, as well as the applicant, count on the signature of two members and given to the Commission of Admission, deciding the Board of Directors on the entry with a favourable report from the Commission. f. Sons or daughters of members, younger than thirty-three, can accede to the condition as member through the formalities and requirements noted in this Article, substituting the possession of a share of Club Financiero Vigo, S.A, by a contribution non-refundable that the General Assembly will determine annually or by the delegation, the Board of Directors. These members will not have any transmissible rights. g. The member who has requested the leave and maintains the conditions that authorize them as members according to the suppositions examined in the sections a, b and d of the 7th Article, can request a new membership satisfying the payment of all the fees from the leave date or the amount of 20% of the face value of its share.

14^th Article. CESSATION- The condition as member will be lost for the following causes: a. for voluntary resignation, of which will have an affect 30 natural days after the written communication to the Board of Directors has been received. b. For not having paid three consecutive regular payments or five within the same year, taking place 30 days from the date of requirement to settle the debit which has been executed by the Board of Directors. c. For not satisfying obligations contracted with the Club during the maximum period of three months after the origin of the amount due, except if a previous pact was expressed where other ways of payment were determined. d. Decided by the Board of Directors in a secrete vote, with a favourable vote of two thirds of its components, when the member commits a serious offence, breaks their social duties, disrupts the appropriate administration and government, exhibits bad conduct or executes actions that seriously harm the Club. Against the pact, in the presence of the General Assembly and presented before the Board of Directors in a period of 15 days after the communication of cessation, there is possibility of recourse. In the case of presenting one, the member will be left suspended from their rights and obligations until the General Assembly resolves it definitely. e. Equally the condition as member will be lost on the date that the share of Club Financiero Vigo, S.A, is no longer held or, on the date of reception of document directed to the Board of Directors, by those who are titleholders of shares of Club Financiero Vigo, S.A, communicating the member’s leave, agreeing with the established in the 7th Article, section c of the statutes. Likewise, they will also lose their membership if they are no longer members of firms or entities that hold the condition of shareholders of Club Financiero Vigo, according to what is highlighted in the 7th Article of these statutes.

15^th Article. PROVISIONAL LEAVE- A member, who changes their residence out of Galicia or for another cause that the Board of Directors considers appropriate, can apply for a temporary leave through a written communication to the President of the Club. A provisional leave will last one year, being able to renew it one more year if the interested requests it in writing. Provisional leave members will pay a reduced fee which will be set by the General Assembly, or by its delegation, the Board of Directors.

16^th Article. MEMBERS´RIGHTS- All members will have the right to use the Club’s services and installations, attend as many events are celebrated and practice the other rights that the laws and these statutes grant. The Club will give all its members an identification card, where not only the name of the title shareholder association will appear, but also the name, surname and registration number, which will have a personal characteristic and will not be transferable. Eventually, the shareholder or its legal representative can request for managers of their firms who do not have the condition as member and must be included, the permission to use the exclusive business area (restaurants, educational classrooms, offices, boardrooms). Number members and authorized executives can be accompanied to the Club with guests, satisfying the regime established by the Board of Directors.

17^th Article. MEMBER OBLIGATIONS- The member takes on the following obligations: a. Fulfil the established in the statutes and regulations, as well as the agreements of the General Assembly and the Board of Directors. b. Satisfying the regular fee in advance, and any other additional fee that can be agreed. c. Behave in the Club with manners and courtesy, according to the rules of coexistence and good habits.

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TITLE III

III. MANAGEMENT TEAM.

ASSOCIATION ADMINISTRATION

18^th Article. MANAGEMENT MEMBERS- The entity will be managed by: a. the General Assembly. b. the Adviser Council. c. the Board of Directors d. the President. e. the Executive Committee.

FIRST SECTION OF THE GENERAL ASSEMBLY

19^th Article. GENERAL ASSEMBLIES- The General Assembly with called on members is the supreme part of the Club and its decisions will bind all of its members, including the dissident and the absent, without damage of the right of challenging that could correspond.

20^th Article. CLASSES OF GENERAL ASSEMBLIES- General Assemblies can be ordinary or extraordinary. The Ordinary General Assembly will take place once a year, within the first semester. The Extraordinary General Assembly will take place when the Board of Directors agrees or when one fifth of the total number of Number members, with the right to vote and up to date with their economic payments to the Club, request it in writing and indicating in the request the matter to treat.

21^st Article. CONVOCATION- Ordinary and Extraordinary General Assemblies must be notified by the President or another member of the Board of Directors, needing to be published in a local newspaper that circulates around the municipality of Vigo, as well as posted on the Club’s bulletin board with at least 15 days before. Likewise, the notification of the publication in the aforementioned will be sent to the members by mail, counting with the period of time. The notification will express all the matters that will be treated and the date of reunion in the second convocation. In the case of one fifth of the total number of Number members, with the right to vote and up to date in all their economic obligations with the Club, requesting the Board of Directors an Extraordinary General Assembly, the Board will call on the Assembly within the following 30 days from the date of request, properly signed, having been received in the Club’s secretary.

22^nd Article. QUORUM- The Ordinary and Extraordinary Assemblies will always be validly represented with the majority of members, with the right to vote, present or represented. If the necessary number is not met in the first convocation, the General Assembly will take place in the second convocation, where any agreement can be pacted without taking into consideration the number of members, with the right to vote, present or represented.

23^rd Article. ATTENDANCE AND THE RIGHT TO VOTE- The right of attendance and to vote in the General Assemblies corresponds exclusively to Number members, with the right to vote, who are up to date in all their payment obligations with the Club. Members with the right to vote can delegate and can be represented by another person, who is also a Number member and conferred in writing and with special character for each meeting. The delegations of vote must be presented 24 hours before in the Club’s secretary.

24^th Article. COMMITTEE COMPOSITION- The President of the Board of Directors, or in its absence, the Vice-presidents, in order, or in fault of these, the person that the Assembly assigns, will preside over the General Assemblies. The Secretary of the Board of Directors will act as the secretary of the General Assembly and in fault of it, one will be named by the Board of Directors. Before beginning with the order of the day, a list of those present will be formed, expressing the character or representation of each one and the total number of Number members present or represented that attend.

25^th Article. RECORDS- The deliberations and agreements of the General Assemblies must be noted in extended records in the corresponding books and signed by the Secretary with the approval of the President. The records of the Assembly can be approved, depending on the President’s decision, by the Assembly itself after the meeting or in the period of 15 days by the President and two other administrators appointed by the Assembly, proposed by the President. The approved record, in any of these forms, will have executive strength after the date of approval.

26^th Article. RESPONSIBILITY- The Ordinary General Assembly will be responsible for: a. the approval, in its case, of the management of the Board of Directors, the Financial Report of the Previous Tenure, Closing and Account Balances and Budgets for the next tenure. b. The designation of account auditors, when valued convenient. c. The appointment and renovation of the Board of Directors, as well as the ratification of the appointment of its board members done by the Board of Directors itself, protecting the established in the first paragraph of the 32nd Article of these statutes. It Extraordinary General Assembly will be responsible for: a. The adoption of agreements about regulation, disposal and taxes on goods, modifications of rules and dissolutions of the Club. b. Deliberate and resolve any other matter that appears in the meeting and is not exclusive obligation of the Ordinary General Assembly.

27^th Article. ADOPTION OF AGREEMENTS- Decisions and agreements will be settled with the majority of votes by members. Voting will be by a show of hands by general rule, nominal when the minimum 10% of the total number of those present or represented, and secret the Board of Directors considers it convenient. The regulation, disposal and taxes on property goods that form part of the Club’s patrimony, as well as modifications of the Club’s statutes and regulations, can only be agreed upon with a favourable vote of four fifths of the total number of members present or represented, with the right to vote in the Extraordinary Assembly. The agreements of the General Assemblies always prevail over those adopted by the Board of Directors.

SECOND SECTION OF THE BOARD OF DIRECTORS

28^th Article. BOARD OF DIRECTORS- The Board of Directors is the institution in charge of all the agreements adopted in the General Assembly, having authority to adopt as many other agreements necessary and that are not expressively reserved to this supreme institution.

29^th Article. COMPOSITION- The Board of Directors is composed of the President and a number of Board members not less than five and not more than fifteen, among which there must be an appointed first Vice-president, a Secretary and a Treasurer. Two Vice-presidents can also be assigned. To be a member of the Board of Directors, the condition as Number member is necessary and they must be appointed by the Ordinary General Assembly. All the positions of the Board of Directors will be honorary and free.

30^th Article. ELECTION- The General Assembly convocation that proposes the election of the President and the rest of the Board of Directors of the Club will open the corresponding electoral process. The election of the Board of Directors will be carried out through a closed and blocked candidacy system. The candidacy will include the names of those candidates for President, 1st Vice-president, 2nd Vice-president, Secretary and six Board members. Subsequently, the elected Board of Directors can also name, at the suggestion of the President, one to five Board members between the members that request it. A polling station will be set up if more than one candidate is presented. Such polling station must be composed with the following members: one appointed by the outgoing Board of Directors and one by each of the candidates presented. The polling station will be set up the day following the end of the reception of the candidates established in the 31st Article, appointing a president by drawing lots among its members. The members of the polling station will check that all the candidates fulfil all the requirements established in the present statutes, ensuring the correct electoral process.

31^st Article. CANDIDATES- A presidential candidate can be any individual member with a minimum seniority of three years and contributing signatures of 10% of the members or a minimum of 25 signatures, supporting the presentation of candidacy. The presentation of candidacy must be given to the Club’s Secretary, during office hours, twenty days before the General Assembly is held. Before the vote for the election of the President and the rest of its candidacy, the Presidential candidate must exhibit the fundamental points of its program. In order to opt for presidency of the first or second Board of Directors, the minimum seniority contemplated in this Article is not required. The elected will assume responsibility of its position immediately after the recount of votes, presiding over that moment the General Assembly the new elected President.

32^nd Article. DURATION- The duration of duties of a member of the Board of Directors will be of three years. The members of the Board of Directors who produce a vacancy will be substituted by appointed members-proposed by the President- from the rest of the members of the Board, until the first Ordinary General Assembly is held. When the Vacancy is that of the President, an Extraordinary General Assembly must be held. Electoral processes will be regulated by the 30th and 31st Articles, in the ways applicable. People, who have already held the position as President of the Board of Directors, can not present their candidacy for a second consecutive mandate except if no other candidates are interested in the position, where in such case, the mandate of the Board will be extended until the next Ordinary General Assembly.

33^rd Article. CESSATION- The members of the Board will be relieved from their duties: a. for a voluntary resignation. b. for losing the member condition. c. for having fallen into seriously detrimental acts that harm the Club and agreed by the Board of Directors. d. For illness or any other cause that prevents their functions in a period superior than three months. e. By separation agreed by the General Assembly with the majority of votes from present or represented members. f. for cessation of the President. g. for the expiry of the period of position. In the cases seen in section c, the member of the Board of Directors affected can not participate nor vote in the convocation in which it is discussed and agrees their cessation. In the case that the Board of Directors agrees upon the cessation of a member, they will be suspended from their functions until it is ratified by the General Assembly, in which moment it will be determined.

34^th Article. CONVOCATION. QUORUM. AGREEMENT ADOPTIONS.- The Board of Directors will reunite when the interests of the Club require it, in the President’s opinion, at least once a trimester, or when a third or more of its members request it. It will be notified by the President or its substitute. The Board of Directors will be validly constituted when half plus one more of the members of that year, present or represented, attend the reunion. The representation can only confer to other members of the Board of Directors, with exclusive character for each reunion and through a letter to the President. The agreements will be pacted with the majority of votes of the present or represented members and in the case of a draw, the President’s vote will decide or in its absence that of the first or second Vice-president. The votes will not be in secret, only if one or more members of the Board of Directors request it.

35^th Article. PRESIDENT- The President of the Club will hold the legal representation of the Association, acting in his name and executing the agreements adopted by the General Assembly or by the Board of Directors, exerting his authority and control within the Association. His responsibilities, in a special way are the following: a. Preside over the Ordinary General Assemblies, the Extraordinary General Assemblies ass well as the Executive Committee. Run with the deliberations and maintain the course and order of these. b. Preside over the committees that are regulated in the 45th Article of these statutes, or delegate this presidency in who they believe most appropriate. c. Fulfil the agreements of the General Assemblies, the Board of Directors, the Executive Committee and the regulations of the present statutes and Regulations of the Interior Regime. d. Sign official requests, official letters, documents, certificates and communications that must be issued by the Club. e. Provide, in emergencies, attendance to the Executive Committee and consider what is most convenient for the interests of the entity, proposing its decisions to the Board of Directors in the first session that is held.

36^th Article. VICE-PRESIDENTS- The Vice-presidents, in order, have the same powers as the President when they substitute him for absences, vacancies or delegation. In case of President Cessation, the rest of the Board of Directors, the Vice-presidents in order, will be authorized to convene the General Assembly. In the absence of the President and the Vice-presidents, for any cause or motive, the Board member with most years of seniority in the Board of Directors and among them the oldest member will substitute them.

37^th Article. SECRETARY- The Secretary’s functions are: a. Write the agreements of the General Assemblies and the Board of Directors, authorizing the certifications of them with their signature. Maintain the books of these up to date. b. Maintain a Registration Book of the associates, their duties and sign along with the President official requests, official letters, certifications, communications, etc. c. Guard and look after the Record Book, the Member Registration Book and other documents of the Entity. d. Write the Financial Report to present to the General Assembly. e. Promote the registration in the appropriate Register, of those agreements, that according to the legislation in effect, must be registered, as well as present the account statements of income and expenses and budgets, according to the norms in effect. f. Check the necessary quorums for the constitution and adoption of agreements. g. Verify the scrutiny of votes. The Secretary can delegate the functions established in sections b and e in the previous paragraph for working or professional personnel hired by Club Financiero Vigo.

38^th Article. TREASURER- The Treasurer’s functions are: a. Hold the management of the accounting and financial functions of the Association. b. Supervise periodically the accounting of the Entity, informing the Executive Committee and the Board of Directors of the economic progress and possible diversions of the annual budget. c. Look after the funds and personal property of the Club. d. Sign, along with the President, the necessary documents for the anticipated operations in the 40th Article of these statutes, and are contemplated in sections i, j, k, l, m and n. e. Sign receipts of the right of entry and membership fees, as well as any other payment charges by the Entity. The signature can be delegated in another person linked with working or professional reasons to the Club. f. Pay invoices and any charges that may present themselves, satisfied by the person linked for working or professional reasons to the Club and exerting functions as Manager or Director, verifying the documentation that justifies the payment. g. Formulate and put before the Ordinary General Assembly, annually, the economic balance and prepare income and expense budgets.

39^th Article. MANAGER- The Board of Directors can appoint a directing manager entrusting in him the appropriate authority, through the bestowal of corresponding powers.

40^th Article. THE BOARD OF DIRECTORS´AUTHORITY- The Board of Directors has the following responsibilities: a. Conduct as many events necessary for the efficient administration and functioning of the Club’s services, in function of its social object. b. Ensure that the celebration and organization of the events of the Club. c. Maintain a good name for the Entity. d. Prepare and pass the Regulations of the Interior Regime and put it forward to all its members in an efficient way for public awareness. e. Interpret and resolve, in case of doubts, the present statutes and Regulations of the Interior Regime. f. Follow the Statutes and Regulations of the Interior Regime, the agreements of the General Assembly, the Board of Directors and the Executive Committee, as well as the existing norms and regulations. g. Decide on the admission and separation of members. h. Hire personnel that is necessary for carrying out the functions and services of the Club and state their emoluments and working conditions. i. Determine the amount of admission rights and membership fees, which in no case can be less than the last one set by the Ordinary General Assembly, having to be confirmed in the next General Assembly. j. Indicate the amount of regular member fees. k. Manage funds and social securities and investments. The administration of the civil and commercial entities, property of Club Financiero Vigo that corresponds to the Board of Directors, will not include regulations or taxes, which is the responsibility of the Extraordinary General Assembly, applying the established process in the 27th Article of these statutes. l. Negotiate, obtain and hire all types of loan operations. In the case of the loan operation being contracted exceeds 40.000.000 pesetas, must be previously authorized by the General Assembly. m. Determine the financial entities which the Club will work with. The signatures for fund movements will be provided by the President, the Vice-president and the Treasurer, being mandatory at least two of them. These signatures can be delegated in another person who is linked professionally or occupationally to the Club, and/or of the members of the Executive Committee, also having to act united. n. The Board of Directors can incite the children of its members to work in firms, who are share titleholders of Club Financiero Vigo, S.A., who have offered their firms with the objective of facilitating and improving their integration, formation and professional experience.

THIRD SECTION OF THE EXECUTIVE COMMITTEE

41^st Article. COMPOSITION- The President of the Club will preside over the Executive Committee, which will be made up by the following members: the first Vice-president, the Director and the Board member(s) which in each moment are concerned with the matter at hand.

42^nd Article. FUNCTIONS- The functions of the Executive Committee are: Ensure that the norms and agreements set by the Board of Directors are followed; present suggestions and proposals of agreement to the Board of Directors which they consider appropriate; adopt the necessary agreements for the daily development of the Club’s functions; organize economical, professional and business events or any other nature in order to develop the Club’s objectives defined in the 5th Article of these statutes.

43^rd Article. REUNIONS- The Executive Committee will reunite at least once a month.

FOURTH SECTION THE COMMITTEES

44^th Article. ADMISSIONS COMMITTEE- The Admissions Committee will have an informative function. It will be made up by a minimum of four Board members and the President, appointed by the Board of Directors. The members forming part of the committee must have at least three years of seniority in the Club, except for the first Admissions Committee that is assigned. Its proposals must be adopted by the majority.

45^th Article. OTHER COMMITTEES- The Club’s President, by own decision or proposed by the Board of Directors, attending the Executive Committee, can name committees that consult matters of different natures, formed by an appropriate number of members, being of the Board of Directors or not, and appointed by the Board. These committees will be presided by the President of the Club or by a member of the Board of Directors. Also, the Board of Directors can drive the creation of sector forums or work committees to fulfil the aim that is captured in the 5th Article of these statutes. The Board of Directors, by a majority decision of its members, can dissolve these forums and committees when they consider it appropriate.

FIFTH SECTION ADVISER COUNCIL

46^th Article. FUNCTIONS- The Adviser Council has a double function: Consultant not linked and generator of initiatives and proposals to the Board of Directors. The Board of Directors will consult with the Adviser Council about questions they consider appropriate.

47^th Article. COMPOSITION- It is composed by the President, the ex-president members and those members due to their career at the head of institutions, entities and firms enjoying a prestigious acknowledgement in their territorial area of Club Financiero Vigo, proposed by the President and informed to the Board of Directors, ratifies the members of the General Assembly. The Adviser Council will reunite at least once a year.

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TITLE IV

IV. FOUNDING PATRIMONY, ECONOMIC RESOURCES PLANNED. LIMITS ON ANNUAL BUDGET. COMMERCE FISCAL YEAR.

48^th Article. FOUNDING PATRIMONY- The Club is made up from a patrimony of 50.000 pesetas.

49^th Article. ECONOMIC RESOURCES- The Club’s economic resources will be the following: a. The ordinary and the extraordinary fees that the General Assembly establishes, or in case of an emergency, the Board of Directors, must be communicated in the next session that the General Assembly holds. b. Donations, subsidies, inheritances and legacies received. c. The income that generates from its goods and rights. d. Those that come from the activities of that year.

50^th Article. ANNUAL BUDGET LIMITS- The annual budget limits will be a minimum of one hundred thousand pesetas and a maximum of two hundred millions of pesetas.

51^st Article. COMMERCE FISCAL YEAR- The commerce fiscal year of Club Financiero Vigo starts the 1st of January and finishes the 31st of December each year. The exception is for the first commerce fiscal year that will start the date of inscription in the corresponding Register.

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TITLE V

V. DISSOLUTION AND APPLICATION OF THE SOCIAL PATRIMONY.

52^nd Article. DISSOLUTION AGREEMENTS- The Club will be regulated by the agreements taken by the Extraordinary General Assembly, organized expressively for that purpose. A favourable vote of four fifths of the total number of Number members or representatives will be necessary.

53^rd Article. LIQUIDATION FORMS AND NORMS- Once the dissolution is agreed, the Board of Directors will automatically convert into the Liquidation Committee, except if the General Assembly agrees other designations.

54^th Article. APPLICATION OF THE SOCIAL PATRIMONY- The Liquidation Committee will carry out the application of the social patrimony of the Club, fulfil the social assets in the most appropriate way and satisfy, with the obtained product, the entity’s debts. If there is a surplus, it will go to promotion of projects, cultural or charitable acts.

55^th Article. APPROVAL- Once the liquidation is over, the Liquidation Committee will form the final budget statement and hold a reunion with the General Assembly to show their performance and submit the final balance for approval.

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FINAL REGULATIONS

56^th Article. REFORM OF THE STATUTES- The reform of the present statutes can only be done by the Extraordinary General Assembly, requiring a favourable vote of four fifths of the members assisting ( or representatives) in order for any modification to be approved.

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