B - GENERAL SHAREHOLDERS’ MEETING
B.1 Indicate whether differences exist between the minimum quorum established in the Spanish Capital Companies Act (LSC)
and the quorum of the General Shareholder’s Meeting. If so, explain these differences
NO
B.2 State whether here are differences with the methods established in the LSC in relation to passing company resolutions. If so,
explain these differences:
NO
B.3 Regulations applicable to modification of the company bylaws. In particular, note the majorities required for changes to the
bylaws and, if any, the regulations governing the protection of partners’ rights when making changes to the bylaws.
Title VIII, covering Articles 285 - 345, of Royal Decree-Law 1/2010 of 2 July, approving the Revised Text of the Capital Companies Act (hereunder, LSC), and
Articles 158 - 164 of Royal Decree 1784/1996, of 19 July, approving the Regulation of the Companies Register (hereunder, RRM) set forth the applicable legal
regime for changing the Company’s bylaws. The text of the bylaws of NH Hoteles faithfully reflects these legal regulations, with no higher quorum or majority
required than is set out therein.
B4 Give details of attendance at the general shareholders’ meetings held during the year to which this report refers, and for the
previous year:
Attendance Details
%
distance voting
Date of general
meeting
%
in person
%
by proxy
Electronic vote
Others
Total
29/06/2012
32,08
40,53
0,01
0,00
72,62
25/06/2013
0,36
80,11
0,01
0,00
80,47
B.5 State whether there are any statutory restrictions that establish the minimum number of shares required to attend the
General Shareholder’s Meeting:
NO
B.6 Is there an agreement as to which decisions involving changes to the structure of the company (“subsidiarisation”, the sale of
essential operating assets, transactions equivalent to the liquidation of the company, etc.) must be submitted for approval by
the general shareholders’ meeting, even if not explicitly required in Commercial Law?
YES
B.7 Address and access on the Company website to information on corporate governance and other information on general
meetings which must be available to shareholders on the Company website.
All information of relevance to shareholders, including information on corporate governance and other information on general meetings is available at all times
on the NHHoteles, S.A. website,
, in the section ´Information for shareholders´.
C - ADMINISTRATIVE STRUCTURE OF THE COMPANY
C.1 Board of Directors
C.1 .1 Maximum and minimum number of directors set forth in the company’s bylaws
Maximum number of directors
20
Minimum number of directors
5
ANNUAL CORPORATE GOVERNANCE REPORT
21
