H - OTHER USEFUL INFORMATION
1.
If there are any aspects relating to the corporate governance of the Company or the Group’s entities which have not been covered in the other sections of this report,
but which are necessary to include in order to gather complete and detailed information on the structure and practices of the governance of the entity or the Group,
please note them briefly.
SECTION A.2
The information provided in the reference section reflects holdings in the Company’s shares on 31 December 2013.
Without prejudice to the above, on 17 January 2014 Banco Financiero y de Ahorros, S.A. notified the SpanishNational SecuritiesMarket Commission (CNMV)
of the sale of 38,834,034 shares, representing its 12.6% holding in NHHoteles, S.A.
Also, on 24 January 2014, Pontegadea Inversiones, S.L. sold its shares (4.06%) in NH Hoteles, S.A. to HNA Group Co. Limited, which now holds 24.059% of
Company equity.
SECTION A.3
The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that have the status of
members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested and assigned proprietary directors.
SECTION A.5
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have been described in
the section on Related Party Transactions (insofar as the significant shareholders are also Company directors). These relations have not been included in section
A.5 since these transactions are considered to arise from the ordinary course of the Company’s business.
SECTION A.6
In relation to the Shareholders’ Agreements between HNA Group and the company Pontegadea Inversiones, S.L. referred to in the same section, it should be
noted that on 28.01.2014 a Relevant Fact reported the acquisition of the shares which Pontegadea Inversiones, S.L. held in NHHoteles, S.A. by the HNAGroup,
and the consequent dissolution of that agreement.
SECTIONC.1.2
This section shows the composition of the Board on 31 December 2013. Please note that, as a consequence of the sale of the holding Banco Financiero y de
Ahorros, S.A. FA had in the share capital of NHHoteles in January 2014, the two proprietary directors designated by that bank, namely Participaciones y Cartera
de Inversión S.L. and Abitaria Consultoria y Gestión, S.A. have presented their resignation..
It should also be noted that in the meeting of the Board of Directors of 27 February, at the request of the shareholder HNA Group, director Mr. Daoqi Liu was
replaced by Mr.Haibo Bai.
SECTIONC.1.8
Notwithstanding the fact, that Mrs. Rosalba Casiraghi was designated by Banco Intesa in 2009, when it holdedmore than 5%, nowadays and as a consequence of
the increase of capital, the participation of Banca Intesa in NHHoteles, S.A. decreased to 4%.
SECTIONC.1.15
Following the instructions contained in the Circular 5/2013, 12 june of the CNMV, that establishes that the amounts to be indicated in the paragraph
“
Remuneration of the Board of Directors” has to be equivalent to the paragraph indicated in the paragraph c) “Resumee of the remuneration of the Board of
Directors” included in the Annual Report of the members of the Board” contained in the Appendix I of the Circular 4/2013, of 12 June of the CNMV.
SECTIONC.1.16
The members of the Management Team, excluding the CEO, are fixed to an amount up to 6, as per 31.12.2013. Notwithstanding the aforementioned, in the
amount included as perceived by the Management team, it has been included the total perceivements obtained on behalf of 9 members that have been members
of the Management teamwithin 2013.
SECTIONC.2
In relation to the lease agreements between the significant shareholder PONTEGADEA INVERSIONES, S.L. and various companies of the NH HOTELES,
S.A. group, it should be noted that these agreements have actually been signed by the company PONTEGADEA INMOBILIARIA, S.L., a company that is 100%
owned (indirectly) by PONTEGADEA INVERSIONES, S.L.
SECTION F.25
It is systematic practice in the company and is part of its internal procedures, that when new directors are selected, they are given informative and refresher
sessions with the different management structures to provide themwith information about internal aspects of the Company to help them to perform their duties
better as directors of NHHoteles, S.A.
SECTION F.33
In recognition of his exceptional work as Chairman of NHHoteles, the Board has agreed to payMr. Rodrigo Echenique a amount, apart fromhis fixed allocation,
linked to the achievement of certain strategic-corporate company goals.
ANNUAL CORPORATE GOVERNANCE REPORT
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