Consolidated Financial Statements and Consolidated Management ...

Short description of the agreement:
Creation of a shareholders’ syndicate that shall comprise all the company shares held by said shareholders while the Shareholders’ Agreement exists,
with the exception of those shares acquired as a result of the provision of financial services to clients or from treasury and trading activities. Through
this syndicate, all shareholder members are required to exercise the voting rights derived from their syndicated shares as a single unit. Furthermore, all
syndicated shares shall vote at General Meetings as a single unit and in the way decided by the majorities specified in the Shareholders’ Agreement.
Participants in the shareholder agreement
CK CORPORACIÓN KUTXA-KUTXA KORPORAZIOA, S.L.
HOTELES PARTICIPADOS, S.L
Indicate if the company is aware of the existence of concerted actions among its shareholders. If so, give a brief description:
NO
In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please describe them below:
The shareholders forming part of the aforementioned syndication agreements – that is to say, the one comprised of Hoteles Participados, S.L. and
CK Corporación Kutxa-Kutxa Korporazioa, S.A., which holds an 11.570% stake in the share capital of NH Hoteles, and the other comprised of Bancaja
Inversiones, S.A., Sociedad de Promoción y Participación Empresarial Caja Madrid, Corporación Financiera Caja Madrid and Caja de Ahorros y Monte de
Piedad de Zaragoza, Aragón y Rioja (Ibercaja), which holds a 20.74% stake in the share capital of NH Hoteles – have taken the decision to extend each of
the aforementioned syndication agreements for an additional year until 31 December 2012.
A.7. State whether any individual or legal entity exercises or could exercise control over the company according to Article 4 of the Securities
Market Act (LMV). If so, give details here:
A.8. Complete the following tables regarding the company’s treasury stock:
At year end:
NO
(*) Through:
Number of direct shares Number of indirect shares (*) % of total share capital
2,056,429 0 0.800
Total 0
Describe any significant changes, according to Royal Decree 1362/2007, that occurred during the year:
Capital gain/(loss) from disposals of treasury stock during the period (thousands of euros) 0
A.9. Describe the conditions and the term of the current mandate of the Board of Directors to carry out acquisitions or transfers of treasury
stock, as conferred by the General Shareholders’ Meeting.
The General Shareholders’ Meeting of 24 June 2010 granted the Board of Directors a period of five (5) years to take as collateral and/or to acquire, directly
or indirectly, treasury stock, by purchasing same by any means for a price not lower than either (i) their par value, and (ii) the share price at the time of issuing
the purchase order, whichever is lower, and not higher than the share price at the time of their acquisition. In no event may the par value of the purchased
shares, together with the par value of the shares taken as collateral, exceed the legally established maximum amount at any given time.
The Board of Directors is expressly authorised to freely hold the shares purchased under the aforementioned authorisation in order to comply, as
appropriate, with the commitments assumed under any “Share Option-based Remuneration Schemes” or “Share-based Remuneration Schemes”,
implemented in the company, subject to the required approvals; as well as to pay, at the listed share price, variable remuneration payments (bonuses)
arising from Company remuneration plans.
A.10. Indicate, as applicable, the legal and By law restrictions on exercising voting rights, as well as the legal restrictions on acquiring or
transferring shareholdings in the company. State whether there are legal restrictions on exercising voting rights:
NO
Maximum percentage of voting rights that a single shareholder can exercise due to legal restrictions 0
State whether there are By law restrictions on exercising voting rights:
NO
Maximum percentage of voting rights that a single shareholder can exercise due restrictions established in
Company By laws
0
Description of legal and By law restrictions on the exercise of voting rights
Indicate whether there are any legal restrictions on the acquisition or transfer of share capital holdings:
NO
A.11. Indicate whether the General Meeting has resolved to adopt neutralisation measures against a takeover bid by virtue
of the provisions set forth in Act 6/2007.
NO
En su caso, explique las medidas aprobadas y los términos en que se producirá la ineficiencia de las restricciones:
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ANNUAL CORPORATE GOVERNANCE REPORT