Cádiz CF votes on its spin-off and audits on November 20

Cádiz Club de Fútbol, S.A.D. will hold a general meeting on November 20, 2026, at 10:00 AM for the first call, at the JP Financial Estadio (Plaza de Madrid s/n, 11010 Cádiz), with a second call on November 21. Shareholders must ratify two directors and vote on the four audit proposals from the shareholder Calambur Intermediaciones, S.L., in addition to the reverse partial financial spin-off in favor of Sport City Cádiz, S.L.U. The notice is published in the Official Gazette of the Mercantile Registry (BORME) no. 211, dated November 3, 2026 (reference BORME-C-2026-5755).

Corporate governance and ratification of directors

The Board of Directors agreed to the call in its session on October 14, 2026, under the corporate bylaws, the General Meeting Regulations, and Royal Legislative Decree 1/2010, which approves the Revised Text of the Capital Companies Act. The initial announcement was published in BORME no. 201, page 6812, on October 19, 2026.

Subsequently, on October 22, Calambur Intermediaciones, S.L. exercised the right under Article 172 of the Capital Companies Act and submitted its proposal to expand the agenda. The Board on October 27, 2026, incorporated the requested items and ordered a new publication, which is the one currently appearing.

The corporate governance block includes:

Ratification of Karl Christian Septien Stute as director, following his election by co-optation.
Ratification of Nomadar, S.L. as director, under identical circumstances.
Determination of the number of members of the Board of Directors.
Instructions from the assembly to the Board regarding director remuneration.

Four independent reviews funded by the club

The third point, promoted by Calambur, mandates four external reports whose total costs, “without any limit,” will be borne by Cádiz CF itself:

Economic-financial review to determine if there are grounds to foresee the effective collection of the dividend from Sport City Cádiz, S.L.U. for 9,307,818 euros, recognized as financial income in the fiscal year ending June 30, 2026.
Review of the club’s valuation bases used in the capital increase agreed upon by the Board on July 31, 2026.
Legal review of the reorganization, including the reverse partial financial spin-off and subsequent share contributions to Sport City Cádiz and Nomadar Corporation.
Economic valuation of Sport City Cádiz to contrast the 7,635,511.99 euros attributed to the totality of its holdings in the spin-off project.

The fourth block puts to a vote the audited annual accounts for the 2025/2026 financial year, closed on June 30, 2026, the management report, the application of the result, and the non-financial information report. The budget for the 2026/2027 season is presented as a purely informative item.

The reverse spin-off towards Sport City Cádiz

The fifth point proposes to nullify the capital increase agreed upon by the board on May 8, 2026, and to delegate to the Board the power to increase capital up to half of the current share capital for a maximum of five years, in accordance with article 297.1.b of the Capital Companies Law.

The sixth point approves the reverse partial financial spin-off of Cádiz CF in favor of Sport City Cádiz, according to the common project signed on August 19, 2026. The operation is executed against freely disposable reserves, without reducing the capital, for the book value of the spun-off shares: 7,635,511.99 euros. The planned exchange is one share of Sport City Cádiz, with a nominal value of 0.00125 euros, for each one-euro share of Cádiz CF, across 8,243,752 securities. Since the beneficiary is a wholly-owned subsidiary, an independent expert report is not required.

The indicative calendar sets the publication of the agreements for November 26, the public deed and its submission for November 27, and the registration in the Mercantile Registry on December 21, 2026.

Requirements for attendance and information rights

The meeting will be exclusively in-person and with the presence of a notary to draw up the minutes. Shareholders with at least 1,000 shares registered in their name five days in advance may attend, which can be grouped among small holders. Up until the seventh day prior, partners may request information regarding the agenda. The spin-off documentation has been available on the corporate website since August 20, 2026, and deposited in the Mercantile Registry of Cádiz since August 27 (published in the BORME on October 6). The notice is signed in Cádiz, on October 27, 2026, by the Chairman of the Board, Karl Christian Septien Stute.

The appointment on November 20 gauges the pulse between the Board and the partner Calambur, and decides in the process whether the fans become direct shareholders of the company owning the stadium and the real estate assets, a move that affects creditors, the squad, and the social base.

Source: Official Gazette of the Mercantile Registry, no. 211, of November 3, 2026, Second Section - Announcements and legal notices (Board Meeting Notices), pp. 7137-7149 (official reference: BORME-C-2026-5755).