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Nombre o denominación social del accionista Fecha de la operación Descripción de la operación IBERCAJA BANCO, S.A. 28/08/2012 Se ha superado el 5% del capital Social KUTXABANK, S.A. 04/01/2012 Se ha superado el 5% del capital Social A.3 Complete the following tables with information on the members of the company’s Board of Directors that hold voting rights on shares in the company: Name or trade name of the director Number of direct voting rights Number of indirect voting rights (*) % of total voting rights MR RODRIGO ECHENIQUE GORDILLO 100 0 0.000 MR JOSÉ ANTONIO CASTRO SOUSA 1,000 62,345,188 25.281 MR FEDERICO GONZÁLEZ TEJERA 100 0 0.000 MR CARLOS GONZÁLEZ FERNÁNDEZ 25,050 0 0.010 CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. 11,206,208 0 4.544 MR FRANCISCO JAVIER ILLA RUIZ 1 0 0.000 MR GILLES PÉLISSON 15,000 0 0.006 HOTELES PARTICIPADOS, S.L. 13,385,269 0 5.428 MR IÑAKI ARRATÍBEL OLAZIREGI 100 0 0.000 MR JOSÉ MARÍA LÓPEZ ELOLA 1,000 0 0.000 PARTICIPACIONES Y CARTERA DE INVERSIÓN, S.L. 100 0 0.000 MR RAMÓN LANAU VIÑALS 187 0 0.000 MR ROBERTO CIBEIRA MOREIRAS 600 0 0.000 MS ROSALBA CASIRAGHI 1 0 0.000 SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID 13,560,496 0 5.499 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 MR JOSÉ ANTONIO CASTRO SOUSA GRUPO INVERSOR HESPERIA, S.A 61,870,383 25.088 MR JOSÉ ANTONIO CASTRO SOUSA EUROFONDO, S.A. 474,804 0.193 % of total voting rights held by the Board of Directors 40.768 Complete the following table with information on the members of the company’s Board of Directors that hold rights on shares in the company: A.4 Indicate, as appropriate, the family, commercial, contractual or corporate relationships existing between major shareholders, in so far as they are known by the company, unless they have little relevance or are derived from ordinary commercial business of the company: A.5 Indicate, as appropriate, the commercial, contractual or corporate relationships existing between major shareholders, and the company and/or its group, unless they have little relevance or are derived from the ordinary commercial business of the company: A.6 Indicate if the company has been notified of any shareholder agreements that affect it according to Article 112 of the Securities Market Act (LMV). If appropriate, describe them briefly and list the shareholders bound by the agreement: % share capital affected: 20.74 YES 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 BANCAJA INVERSIONES, S.A. SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA) Indicate if the company is aware of the existence of concerted actions among its shareholders. If so, give a brief description: NO 18 ANNUAL CORPORATE GOVERNANCE REPORT
In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please describe them below: On 20 December 2012, BANCO MARE NOSTRUM, S.A. sent a Relevant Fact giving notice that, as holder of 50% of the share capital of HOTELES PARTICIPADOS, S.L., it has informed CK CORPORACIÓN KUTXA-KUTXA KORPORAZIOA, S.L. of its wish not to extend the Syndication Agreement signed on 28 December 2009 between the two entities, the purpose of which was to regulate their relations as shareholders in the company NH Hoteles, S.A., the aforesaid Syndication Agreement ending on 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 1,937,517 0 0.790 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 Bylaw 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 Bylaw restrictions on exercising voting rights: NO Maximum percentage of voting rights that a single shareholder can exercise due restrictions established in Company Bylaws 0 Description of the legal and Bylaw restrictions on exercising voting rights State whether there are legal restrictions on acquiring or transferring shareholdings in the company: 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. If so, explain the approved measures and the terms under which the restrictions would be lifted. NO NO ANNUAL CORPORATE GOVERNANCE REPORT 19
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 and 16: EVOLUTION NH HOTELES - IBEX DECEMBE
Page 17: ANNUAL CORPORATE GOVERNANCE REPORT
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
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Page 63 and 64: CONSOLIDATED BALANCE SHEETS AT 31 D
Page 65 and 66: CONSOLIDATED STATEMENTS OF CHANGES
Page 67 and 68: 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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