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A.6 Indicate whether the company has been informed of shareholders’ agreements which affect it, as established in
Articles 530 and 531 of the Capital Companies Act. If applicable, describe them briefly and list the shareholders
bound by the agreement:
YES
Participants in the shareholder
% share capital affected
Brief description of the agreement
INTESA SANPAOLO, S.P.A.
HNA GROUP CO LIMITED
30.00
On 26 May 2014, HNA Group Co Limited notified the CNMV in its Relevant
Fact no. 206337 of the signature of an agreement to purchase shares in
NH Hotel Group, S.A. with Intesa Sanpaolo, S.p.A. This purchase and sale
contract included clauses considered to be shareholder agreements in the
terms provided for in Articles 530 and 531 of the Capital Companies Act,
by which HNA Group Co Limited and Intesa Sanpaolo SpA undertook to
attend the NH Hotel Group General Shareholders’ Meeting which would
be voting on the capital increase, and to vote in favour.
NH HOTEL GROUP, S.A.
INTESA SANPAOLO, S.P.A.
7.60
The suscription agreement signed between the parties on 15th April 2014
and duly described in the Relevant Fact notifed to the CNMV on the
mentioned date (nº203707 ), contained certain clauses that (i) regulate
the voting rights on behalf of Intesa Sanpaolo, SpA in the General
shareholders´meeting of NH Hotel Group, S.A. that would decide over
the increase of capital, and (ii) establish certain temporary restrictions
over the transfer of shares of NH Hotel Group, S.A., to be subscribed by
Intesa Sanpaolo and that could be considered as shareholders´agreement
according to articles 530 and following of the Companies´Act.
Indicate if the company is aware of the existence of concerted actions among its shareholders. If so, give a brief description
NO
Parties to agreed action
% share capital affected
Brief description of the concerted action
In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please specify it:
On 11th November 2014, HNA Group has notified the acquisition of the NH Hoteles Group´s shares that were held by Intesa Sanpaolo Spa, that lead
to the termination of the Sahreholders´ agreement that was signed between the parties.
A.7 Indicate whether any individual person or legal entity exercises, or could exercise, control over the Company in
accordance with Article 4 of the Stock Market Act. If so, give details here:
NO
Name or company name
Remarks
A.8 Fill in the following tables regarding the Company’s treasury stock:
Number of direct shares
Number of indirect shares
% of total share capital
9,359,003
0
2.67
ANNUAL CORPORATE GOVERNANCE REPORT
