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:
Related name or corporate name
Type of relationship
Short description
PONTEGADEA INVERSIONES, S.L.
Contractual
Contract for the purchase of shares with condition
precedent
HNA GROUP CO LIMITED
A5 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
Related name or corporate name
Type of relationship
Short description
A6 Indicate whether the company has been informed of shareholders’ agreements which affect it, as set forth under Articles 530
and 531 of the Capital Companies Act. If appropriate, describe them briefly and list the shareholders bound by the agreement:
YES
Participants in the shareholder agreement
%
share capital affected
Short description of the agreement
BANCO FINANCIERO Y DE AHORROS, S.A.
12,60
On 24 April 2013, Banco Financiero y de Ahorros,
S.A., via a Relevant Fact, reported the signing of a
shareholders’ agreement with HNA, whereby if the
Spanish Securities Market Commission were to
authorise a public take-over bid (OPA) of NHHoteles
shares at any time until 18 June 2014, inclusive,
contingent on it being accepted by at least 50% of the
capital, the Participating Shareholders would each
independently have the right to demand that HNA sell
their shares in the OPA to the amount necessary to reach
minimum acceptance (Drag-Along Right in favour of
Participating Shareholders), while HNA would have
the right to buy the shares from the shareholders who
exercised the drag-along right at the same price as the
OPA (pre-emption right or call, in favour of HNA).
HNA GROUP CO LIMITED
PONTEGADEA INVERSIONES, S.L.
4,60
Pontegadea Inversiones, S.L. signed a shareholders’
agreement on 23 April 2013 with HNA under the same
terms as those described between Banco Financiero y de
Ahorros, S.A. and HNA
HNA GROUP CO LIMITED
Indicate if the company is aware of the existence of concerted actions among its shareholders. If so, give a brief description:
NO
In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please describe them below:
ANNUAL CORPORATE GOVERNANCE REPORT
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