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:
NO
A.8 Complete the following tables regarding the company’s treasury stock:
At year end:
Number of direct shares
Number of indirect shares (*)
%
of total share capital
1,937,517
0
0.790
(*)
Through:
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:
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
If so, explain the approved measures and the terms under which the restrictions would be lifted.
ANNUAL CORPORATE
GOVERNANCE REPORT
19
