Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
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In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please describe them below:<br />
On 20 December <strong>2012</strong>, BANCO MARE NOSTRUM, S.A. sent a Relevant Fact giving notice that, as holder of 50% of the share capital of HOTELES<br />
PARTICIPADOS, S.L., it has informed CK CORPORACIÓN KUTXA-KUTXA KORPORAZIOA, S.L. of its wish not to extend the Syndication Agreement<br />
signed on 28 December 2009 between the two entities, the purpose of which was to regulate their relations as shareholders in the company NH<br />
Hoteles, S.A., the aforesaid Syndication Agreement ending on 31 December <strong>2012</strong>.<br />
A.7 State whether any individual or legal entity exercises or could exercise control over the company according<br />
to Article 4 of the Securities Market Act (LMV). If so, give details here:<br />
A.8 <strong>Complete</strong> the following tables regarding the company’s treasury stock:<br />
At year end:<br />
NO<br />
(*) Through:<br />
Number of direct shares Number of indirect shares (*) % of total share capital<br />
1,937,517 0 0.790<br />
Total 0<br />
Describe any significant changes, according to Royal Decree 1362/2007, that occurred during the year:<br />
Capital gain/(loss) from disposals of treasury stock during the period (thousands of euros) 0<br />
A.9 Describe the conditions and the term of the current mandate of the Board of Directors to carry out acquisitions<br />
or transfers of treasury stock, as conferred by the General Shareholders’ Meeting.<br />
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,<br />
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<br />
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<br />
of the purchased shares, together with the par value of the shares taken as collateral, exceed the legally established maximum amount at any given<br />
time.<br />
The Board of Directors is expressly authorised to freely hold the shares purchased under the aforementioned authorisation in order to comply, as<br />
appropriate, with the commitments assumed under any “Share Option-based Remuneration Schemes” or “Share-based Remuneration Schemes”,<br />
implemented in the company, subject to the required approvals; as well as to pay, at the listed share price, variable remuneration payments (bonuses)<br />
arising from Company remuneration plans.<br />
A.10 Indicate, as applicable, the legal and Bylaw restrictions on exercising voting rights, as well as the legal<br />
restrictions on acquiring or transferring shareholdings in the company. State whether there are legal<br />
restrictions on exercising voting rights:<br />
NO<br />
Maximum percentage of voting rights that a single shareholder can exercise due to legal restrictions 0<br />
State whether there are Bylaw restrictions on exercising voting rights:<br />
NO<br />
Maximum percentage of voting rights that a single shareholder can exercise due restrictions established in<br />
Company Bylaws<br />
0<br />
Description of the legal and Bylaw restrictions on exercising voting rights<br />
State whether there are legal restrictions on acquiring or transferring shareholdings in the company:<br />
A.11 Indicate whether the General Meeting has resolved to adopt neutralisation measures against a takeover bid<br />
by virtue of the provisions set forth in Act 6/2007.<br />
If so, explain the approved measures and the terms under which the restrictions would be lifted.<br />
NO<br />
NO<br />
ANNUAL CORPORATE GOVERNANCE REPORT 19