Celta increases capital by 10 million with 15,752 new shares

Real Club Celta de Vigo, S.A.D. is increasing its share capital by an effective amount of 10,026,148.00 euros through the issuance of 15,752 new shares at 636.50 euros each. The operation was approved by the Ordinary and Extraordinary General Shareholders’ Meeting held on October 20, 2026, and executed by the Board of Directors on November 5, 2026. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 218, dated November 13, 2026, Second Section, pages 7502 to 7504, with the official reference BORME-C-2026-6044.

Legal framework and decision-making body

The operation is based on articles 304 and following of Royal Legislative Decree 1/2010, of July 2, which approves the revised text of the Capital Companies Act. The Shareholders’ Meeting delegated to the Board of Directors, under article 297.1.a) of the same regulation, the powers to execute the increase and determine the conditions not provided for in the corporate agreement.

The Board’s agreement of November 5 specifies the nominal amount as 157,520.00 euros. 15,752 ordinary and registered shares will be issued, numbered from 377,022 to 392,773, both inclusive, with a nominal value of 10.00 euros each and belonging to the same class and series as the existing ones. The announcement is signed in Vigo by the non-director secretary of the Board of Directors, Álvaro San Segundo Martínez.

Issue price and subscription rights

Each share carries an issue premium of 626.50 euros, such that the final issue price amounts to 636.50 euros and the total amount, including nominal value and premium, to 10,026,148.00 euros. The key figures of the increase are:

Nominal capital of the increase: 157,520.00 euros.
Number of new shares: 15,752, between numbers 377,022 and 392,773.
Nominal value per share: 10.00 euros.
Issue premium per share: 626.50 euros.
Issue price per share: 636.50 euros.
Total effective amount: 10,026,148.00 euros.

During the preferential subscription period, each shareholder holding 23 old shares will be entitled to subscribe to one new share. Those who do not hold sufficient shares may group their rights with other shareholders or transfer them in accordance with article 306.2 of the Capital Companies Act. To balance the operation and allow the subscription of a whole number of shares, Grupo Corporativo Ges, S.L. has waived the exercise of 14,725 preferential subscription rights.

Two phases and possibility of incomplete subscription

The first phase is the preferential subscription period, set at one month from the publication of the agreement in the BORME. Full payment must be made within this period via deposit or transfer to the company’s account with IBAN ES33 0049 6755 6124 1629 7451 (SWIFT: BSCHESMM), indicating in the concept «Ampliación de Capital RCCV» followed by the full name or corporate name of the shareholder.

The second phase, of discretionary allocation, will be activated if there are unsubscribed shares and will have a maximum duration of 15 calendar days from the day following the close of the preferential period. The Board may allocate them to shareholders or third parties, natural or legal persons, at the same issue price. The General Meeting expressly approved the possibility of incomplete subscription under Article 311.1 of the Capital Companies Act, such that the capital will only increase by the nominal value of the shares effectively subscribed and paid. Once both periods are closed, the Board will declare the result, adapt Articles 5 and 6 of the Bylaws, and formalize the registration in the Mercantile Registry.

Subscription channels and shareholder support

Interested parties may send the Subscription Form, available on the company’s website, duly signed and accompanied by the supporting documentation of identity, representation, and payment, to the address accionistas@celta.gal. In-person processing is also possible at the registered office, at calle Príncipe 44, 36202 Vigo (Pontevedra), by prior appointment via email or at the telephone number 986 110 900. The maximum number of shares that each shareholder can subscribe to can be consulted through these same channels.

The capital increase dilutes those who do not participate in the preferential period and forces minority shareholders to decide within a short timeframe whether to group, transfer, or exercise their rights. The partial waiver by Grupo Corporativo Ges, S.L. facilitates the technical fit of the operation, while the effective raising of the 10 million will depend on the level of subscription reached before the close of the open period initiated by this publication.

Source: Official Gazette of the Mercantile Registry, no. 218, of November 13, 2026, Second Section (Announcements and legal notices), pp. 7502-7504 (official reference: BORME-C-2026-6044).