Consolidated Financial Statements and Consolidated Management ...

E.10. State and explain the policies followed by the company in relation to delegating votes in the General Shareholders’ Meeting.
Voting on the proposals for items included in the agenda of any kind of General Meeting may be delegated to proxy holders or exercised by shareholders
by post, electronic means or any other means of remote communication, provided the identity of the subject exercising his/her right to vote can be
guaranteed. Any shareholders who cast their votes by remote means shall be counted as being in attendance for the purpose of quorum.
All shareholders entitled to attend the General Shareholders’ Meeting may be represented by proxy by another party, even if said party is not a shareholder.
Proxy must be conferred under the terms and with the scope established in the Spanish Public Limited Companies Act, in writing and granted for each
specific meeting.This restriction shall not apply when the proxy is the spouse, ascendant or descendent of the represented party, or when the proxy has a
general power of attorney granted in a public document to administer all the assets that the represented shareholder owns in Spanish territory.
Proxies may also be granted through any remote means of communication which duly guarantee the identities of the person represented by proxy and of
the proxy holder which the Board of Directors or the company may, as appropriate, establish. A proxy granted by such means shall be admitted where the
electronic document through which it is granted includes the recognised electronic signature of the party thus represented, or any other kind of signature
which can guarantee the authenticity and identity of the shareholder granting the proxy and which furthermore fulfils the requirements set forth in any
legal provisions that may be in force at the time.
The documents in which such delegations or proxies for the General Meeting appear shall reflect voting instructions. If no such express voting instructions
appear, it shall be construed that the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for resolutions on the items
included in the agenda.
Should there be no such voting instructions because the General Meeting is to take a vote on resolutions which did not appear on the agenda and
therefore unknown on the date the proxy was granted, the proxy holder may cast the vote in the way he/she deems most suitable, taking into account
the company’s interests. The same shall apply to any corresponding proposal or proposals brought before the Meeting which were not drawn up by the
Board of Directors.
Should the proxy or delegation document fail to indicate the specific person to whom the shareholder wishes to grant proxy, it shall be construed to have
been granted to the Chairman of the company’s Board of Directors or to the person he/she may designate, or to whoever may replace him/her as Chairman
of the General Meeting.
The Chairman of the General Shareholders’ Meeting, its Secretary or those designated by them shall be construed to have been empowered to determine
the validity of any proxies granted and the fulfilment of the requirements to attend the Meeting.
Proxies may be revoked at any time. The personal attendance of a shareholder represented by proxy at the Meeting shall revoke the proxy.
Shareholders that are natural persons without the full capacity to act, and shareholders that are legal entities, shall be represented by parties legally
accredited to represent them.
In all circumstances, both for cases of voluntary proxy and for legal proxy, no more than one proxy may be present at the Meeting.
The Chairman of the General Shareholders’ Meeting or, through delegation, the Secretary thereof shall resolve any doubts which may arise concerning the
validity and efficacy of documents from which any shareholders’ right to attend General Meetings on an individual basis or through the pooling of their
shares with other shareholders are derived, as well as any regarding delegating or granting proxies to another person. They shall solely deem as invalid
and ineffective those documents which fail to meet essential minimum legal or statutory requirements, as long as such defects have not been corrected.
In the event of public proxy requests, the provisions set forth in Article 186 of the Revised Text of the Capital Companies Act and, as appropriate, Article
514 of such legal text shall apply. In particular, the document on which the power of attorney appears shall contain or have attached the agenda, along
with instructions to exercise the right to vote and an indication of how the proxy holder must cast the vote should there be no precise instructions. In
such cases, the director or person obtaining the proxy may not exercise the right to vote corresponding to the shares thus represented by proxy on any
items on the agenda regarding which they may have a conflict of interest and, in any event, with respect to any resolutions on (i) his/her appointment or
ratification, dismissal, suspension or removal from office as a director; (ii) the bringing of derivative actions against him/her; (iii) the approval or ratification
of the company’s transactions with the director in question, with the companies controlled by him/her or which he/she may represent or with any people
acting on his/her behalf.
Foreseeing the possibility of conflicts, the proxy may be granted to another person on a subsidiary basis.
E.11. Indicate whether the company is aware of the policy of institutional investors regarding participate, or not, in the company’s decisions:
E.12. State the address and method of accessing corporate governance content on your website.
NO
All information of interest to shareholders, including the Corporate Governance Reports approved annually, are available at all times on the NH Hoteles,
S.A. website www.nh-hotels.com under the section entitled “Shareholder Information”.
F. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Unified Code of Good Governance. In cases of non-compliance, explain the
recommendations, rules, practices and criteria applied by the company.
1. The Bylaws of listed companies should not limit the maximum number of votes that a single shareholder may cast, nor contain other
restrictions that stand in the way of a company take-over through the acquisition of its shares in the market.
See sections: A.9, B.1.22, B.1.23 and E.1, E.2
Complies
ANNUAL CORPORATE GOVERNANCE REPORT 43