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After the capital increase, the shareholder structure of the Parent Company is as follows: Number of direct voting rights Number of indirect voting rights Total percentage of voting rights Shareholder (1) % Grupo Inversor Hesperia, S.A. 61,870,383 - 20.070 HNA Group Co., Ltd. - 61,654,358 20.000 Tangla Spain, S.L.U. 61,654,358 - 20.000 Banco Financiero y de Ahorros, S.A (2) - 38,833,834 12.597 CK Corporación Kutxa-Kutxa Korporazioa, S.L. 15,413,673 - 5.000 Kutxabank, S.A. - 15,413,673 5.000 Bancaja Inversiones, S.A. 13,955,675 - 4.527 Intesa Sanpaolo, S.P.A. 5,791,685 8,148,802 4.522 Hoteles Participados, S.L. 13,385,269 - 4.342 Amancio Ortega Gaona - 12,512,971 4.059 Pontegadea Inversiones, S.L. 12,512,971 - 4.059 Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja) - 12,432,716 4.033 Ibercaja Banco, S.A. 12,432,716 - 4.033 1 Source: Acording to company knowledge, the company’s Annual Corporate Governance Report 2012 and disclosures made to the National Securities Market Commission (CNMV). 2 It includes the direct shareholdings of Bancaja Inversiones, S.A., Corporación Financiera Caja de Madrid, S.A. and Sociedad de Promoción y Participación Empresarial Caja Madrid, among others. This strategic agreement establishes a framework for creating a “joint venture” between the groups, with the main purpose of setting up a hotel business in China, one of the world’s fastest growing markets, in partnership with a local group, a leader in the tourist industry. This alliance is a great opportunity to diversify the operations of NH Hoteles. Both groups have also established an agreement to work together on marketing the Group’s hotels in the Chinese market and to become the number one choice for HNA travellers. The goal is to increase the flow of Asian customers to NH hotels, thereby diversifying costumers in terms of their country of origin. b) Request to obtain the conformity of syndicated financial institutions NH Hoteles’ request to its lenders to amend the syndicated financing agreement of 29 March 2012 did not obtain the required unanimity, since the terms accepted by 30 lenders representing 96.871% of loans were rejected by one lender with a share of 3.129%, which demanded additional conditions that would have seriously compromised the viability of the NH Hoteles business plan. c) Agreement with HPT On 27 February 2013, the Board of Directors of the Parent Company agreed to sign a non-binding agreement of intent for a series of hotel transactions in Latin America, the US and Europe, with Hospitality Properties Trust (HPT), an American real estate investment trust (REIT). The Group would sell five hotels (804 rooms) in Latin America (Mexico, Colombia, Uruguay and Chile) to HPT for approximately US $70 million, while continuing to manage them under long-term contracts with an initial duration of 20 years, with a renewal option. The Group is not expected to incur any capital losses as a result of this transaction. HPT would be granted the option of setting up a “joint venture” with NH Hoteles to acquire 100% ownership and to carry out a complete renovation of the NH Jolly Madison hotel in New York. Once the refurbishment is complete, NH Hoteles and Sonesta International Hotels, Inc. will be jointly responsible for managing and marketing the hotel. Failure by the syndicated banks to achieve the required unanimity will prevent the Group from carrying out all the operations with HPT under the terms originally conceived in the agreement of intent. d) Subsequent measures As of 30 April 2013, lenders representing more than two thirds of the total outstanding loan agreed, on 31 December 2012, to waive the Group’s obligation to fulfill with the financial ratios set forth in the syndicated loan agreement. It plans to pay its debt to lenders in accordance with the original schedule of the aforementioned agreement in part with the capital investment paid in last week by the HNA Group, in part by expanding the asset sale process, and also through new capitalisation and financing transactions. It is confident that these operations will restore the financial equilibrium and profitability of the Group. 16 CONSOLIDATED MANAGEMENT REPORT
ANNUAL CORPORATE GOVERNANCE REPORT LISTED PUBLIC LIMITED COMPANIES IDENTIFICATION DETAILS OF THE ISSUER YEAR-END DATE: 31/12/2012 TAX ID CODE (CIF): A28027944 Company Name: NH HOTELES, S.A. ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED PUBLIC LIMITED COMPANIES To understand and complete this form correctly, please read the instructions provided at the end. A - STRUCTURE OF THE COMPANY A.1 Complete the following table regarding the capital structure of the company: Date of last modification Share Capital (Euros) Number of shares Number of voting rights 23/07/2009 493,234,860.00 246,617,430 246,617,430 Indicate if there are different share classes with different associated rights: A.2 List the direct and indirect significant shareholders in your company at the end of the year, excluding directors: Name or trade name of the shareholder NO Number of direct voting rights Number of indirect voting rights (*) % of total voting rights GRUPO INVERSOR HESPERIA, S.A. 61,870,383 0 25.088 BANCO FINANCIERO Y DE AHORROS, S.A. 0 38,833,834 15.747 CK CORPORACIÓN KUT,A-KUT,A KORPORAZIOA, S.L. 15,413,673 0 6.250 KUTXABANK, S.A. 0 15,413,673 6.250 BANCAJA INVERSIONES. S.A. 13,955,675 0 5.659 INTESA SANPAOLO, S.P.A. 5,791,685 8,148,802 5.653 DON AMANCIO ORTEGA GAONA 0 12,512,971 5.074 PONTEGADEA INVERSIONES, S.L. 12,512,971 0 5.074 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA) 0 12,432,716 5.041 IBERCAJA BANCO, S.A. 12,432,716 0 5.041 Name or trade name of the indirect shareholder Via: Name or company name of the direct shareholder Number of direct voting rights % of total voting rights BANCO FINANCIERO Y DE AHORROS, S.A. BANCAJA INVERSIONES, S.A. 13,956,080 5.659 BANCO FINANCIERO Y DE AHORROS, S.A. CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. 11,206,208 4.544 BANCO FINANCIERO Y DE AHORROS, S.A. SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID 13,560,496 5.499 INTESA SANPAOLO, S.P.A. PRIVATE EQUITY INTERNATIONAL 8,148,802 3.304 DON AMANCIO ORTEGA GAONA PONTEGADEA INVERSIONES, S.L. 12,512,971 5.074 CAJA DE AHORROS Y MONTE DE PIEDAD DE GIPUZKOA Y SAN SEBASTIÁN CK CORPORACIÓN KUTXAKUTXA KORPORAZIOA, S.L. Indicate the most significant movements in the shareholding structure of the company during the year: 15,413,673 6.250 ANNUAL CORPORATE GOVERNANCE REPORT 17
Page 1 and 2: ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 3 and 4: ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 5 and 6: 8. TANGIBLE FIXED ASSETS 80 9. REAL
Page 7 and 8: INDEPENDENT AUDITORS’ REPORT ON C
Page 9 and 10: The consolidation of the Spanish ho
Page 11 and 12: Benelux is different, given that it
Page 13 and 14: OVERVIEW OF NH RISK POLICY NH’s o
Page 15: EVOLUTION NH HOTELES - IBEX DECEMBE
Page 19 and 20: In the event of any modification or
Page 21 and 22: Total number of executive directors
Page 23 and 24: Name or trade name of director Trad
Page 25 and 26: B.1.13 Indicate, on an aggregate ba
Page 27 and 28: The proposals to appoint directors
Page 29 and 30: ) When they are removed from the ex
Page 31 and 32: B.1.30 State the number of meetings
Page 33 and 34: MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
Page 35 and 36: EXECUTIVE OR DELEGATE COMMITTEE Nam
Page 37 and 38: ) Competencies The primary function
Page 39 and 40: C - RELATED-PARTY TRANSACTIONS C.1
Page 41 and 42: Mechanisms for resolving possible c
Page 43 and 44: Description of functions The Audit
Page 45 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
Page 49 and 50: a) The transformation of listed com
Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
Page 53 and 54: When the Board adopts significant o
Page 55 and 56: 45. Supervision of compliance with
Page 57 and 58: G - OTHER USEFUL INFORMATION If you
Page 59 and 60: 1.2 Existence of the following elem
Page 61 and 62: In order to ensure the reliability
Page 63 and 64: CONSOLIDATED BALANCE SHEETS AT 31 D
Page 65 and 66: CONSOLIDATED STATEMENTS OF CHANGES
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REPORT ON THE CONSOLIDATED FINANCIA
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The Directors have assessed the pot
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The fair value of Resco Sotogrande,
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Intangible assets with an indefinit
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4.7.4 Equity instruments An equity
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year-end are likewise charged to th
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The basic hypotheses used to estima
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In Italy, the most significant addi
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11. NON-CURRENT FINANCIAL INVESTMEN
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As a general rule, these receivable
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iii) Other non-available reserves
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Mortgage guarantee loans, whether s
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On 26 October 2012, the Court of Ar
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20. SHARE-BASED REMUNERATION SCHEME
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Provisions for pensions and similar
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Total Corporate Tax Income or Expen
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Year of origin Amount Offsetting De
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Contingent assets and liabilities T
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27.3 Personnel expenses This item i
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27.6 Financial expenses and changes
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FUNDING AGREEMENTS € Thousand 201
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29.1 Information on main segments
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Holder Investee company Activity Nu
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After the capital increase, the sha
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Similarly, the owners’ associatio
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ANNEX I: SUBSIDIARIES Data on the C
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Investee company Registered address
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ANNUAL REPORT OF THE AUDIT COMMITTE
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websites OF INTEREST: ITP INTERNATI
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