Cádiz CF calls a board meeting on November 20 to approve the spin-off

The board of directors of Cádiz Club de Fútbol, S.A.D. has called a general shareholders’ meeting for November 20, 2026, at 10:00 AM on the first call and November 21 on the second, at the club’s registered office. The agenda includes the ratification of two directors, the approval of the accounts for the 2025/2026 financial year, and the reverse partial financial spin-off in favor of Sport City Cádiz, S.L.U., as well as a new authorization to increase capital. The notice is published in the Official Gazette of the Mercantile Registry (BORME) no. 201, dated October 19, 2026, second section of announcements and legal notices (reference BORME-C-2026-5496), and was agreed upon by the board in its session on October 14, 2026.

The meeting will be held at the JP Financial Estadio (formerly Estadio Nuevo Mirandilla and formerly Ramón de Carranza), Plaza de Madrid s/n, 11010 Cádiz, and will be exclusively in-person, with the possibility of a complementary announcement to hold it electronically if authorities or force majeure prevent it. Shareholders holding at least 1,000 shares registered in their name five days in advance may attend, and the board has requested the presence of a notary to draw up the minutes in accordance with article 203 of the Capital Companies Act.

Corporate governance and 2025/2026 financial accounts

The second item on the agenda submits to the meeting the ratification of the directors elected by co-optation and the determination of the number of members of the administrative body:

• Ratification of Mr. Karl Christian Septien Stute as director, following his election by co-optation.
• Ratification of Nomadar, S.L. as director, under the same circumstances.
• Determination of the number of members of the Board of Directors.
• Instructions from the meeting to the board regarding directors’ remuneration.

Regarding economic matters, the meeting will examine and, if applicable, approve the audited annual accounts for the 2025/2026 financial year, closed on June 30, 2026, along with the management report, the proposed application of the result, and the Non-Financial Information Report (Sustainability). The agenda also includes, as an informative item, the presentation of the budget for the 2026/2027 season, which spans from July 1, 2026, to June 30, 2027.

New authorization to increase capital

The fourth block proposes to nullify the capital increase agreement adopted by the board on May 8, 2026, which provided for cash contributions with preferential subscription rights and subscription underwriting. Instead, it is proposed to delegate to the board the authority to agree on capital increases through cash contributions, with preferential subscription rights and with or without a premium, for a maximum period of five years and up to a maximum amount equivalent to half of the current share capital, under article 297.1.b of the Capital Companies Act.

The spin-off: 7.6 million in reserves and an exchange of one share for one stock

The fifth point, the most relevant, approves the inverse partial financial spin-off of Cádiz CF —the spun-off company, with CIF A-11013703 and registered on sheet CA-00003618 of the Commercial Registry of Cádiz— in favor of Sport City Cádiz, S.L.U. —the beneficiary, with CIF B-67967661, domiciled in Puerto Real (calle Portugal, 2, Polígono Industrial Trocadero) and registered on sheet CA-59567—, in accordance with the common project signed on August 19, 2026. The spun-off assets consist of all the shares of the beneficiary, 100% of its capital, which are transferred by universal succession to the beneficiary company itself and are attributed in a single act to the club’s shareholders.

The operation is executed against freely disposable reserves, without reducing the share capital, for an amount of 7,635,511.99 euros, equivalent to the book value of the shares of Sport City Cádiz in the club’s books according to the balance sheet as of June 30, 2026. The exchange ratio is one social share of the beneficiary (0.00125 euros nominal value) for each share of Cádiz CF (1 euro), so that the relative position of each shareholder remains identical in both companies. Following the previous actions of stock splitting and increase against reserves, the capital of the beneficiary stands at 10,304.69 euros, divided into 8,243,752 shares, registered as entry 9th of sheet CA-59567 and published in the BORME no. 196, of October 9, 2026.

Calendar, creditors, and right to information

The project establishes an indicative calendar that begins with the meeting on November 20/21 and concludes with the registry filing:

• November 26, 2026: publication of the spin-off agreements in the BORME and on the corporate website.
• November 27, 2026: execution of the public deed and submission for registration.
• December 21, 2026: registration of the deed in the Commercial Registry.
• Accounting effects from July 1, 2026.

No impact on employment is foreseen, nor are there implications for creditors, who benefit from the joint and several liability of the beneficiary for debts prior to publication and a period of one month from the publication of the agreement to exercise their rights, without this halting the operation. As this is a spin-off in favor of a wholly-owned company, the simplified regime of Royal Decree-Law 5/2023 applies, and an independent expert’s report has not been necessary. Shareholders with at least 5% of the capital may request a supplement to the notice within five days following its publication, and the right to information under Article 197 of the Capital Companies Act may be exercised up to the seventh day prior to the meeting.

The meeting is decisive for the club because it reorganizes its corporate perimeter: the shareholders of Cádiz CF will become direct holders of Sport City Cádiz in the same proportion as in the club, while the sports entity keeps its capital intact and gains room for future increases. The notice signed by the president, Karl Christian Septien Stute, further states that the complete documentation has been available on the club’s website since August 20, 2026, and filed with the Commercial Registry of Cádiz since August 27.

Source: Official Gazette of the Commercial Registry, no. 201, October 19, 2026, second section (notices of meetings), pp. 6812-6823 (official reference: BORME-C-2026-5496).