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- The NH Group has filed an arbitration claim requesting the validity of the declaration of resolution to sell practised at 15 locations in San
Roque.
- The NH Group has filed an arbitration claim requesting the validity of the resolution of the leasing contract of a Hotel urged by the Group in
2015, with the claim for damages.
- On the occasion of the agreements reached in 2014 for the sale of the shares held by NH Hotel Group, S.A in the company Sotogrande, S.A.,
NH Group agreed to subrogate to the position of Sotogrande, S.A. for certain disputes assuming all rights and obligations relating thereto,
and are summarised as follows:
• Plaintiff in the proceedings against construction agents for construction defects in twenty-five homes and contractual liability, as well as a
claim against the insurer.
• Defendant in the claim process for contractual breaches by a property developer.
The Directors of the Parent Company consider that the hypothetical loss incurred by the Group as a result of such actions would not significantly
affect the equity of the Group.
23.- LONG-TERM INCENTIVE PLAN
On 25 June 2013, the Company’s General Shareholders Meeting approved a long-term share-based incentive plan (“the plan”) for the NH Hotel Group
S.A.’s executives and employees, as follows:
The plan will consist of the grant of ordinary shares of NH Hotel Group, S.A. to the beneficiaries calculated as a percentage of the fixed salary,
according to their level of responsibility. The number of shares to be granted shall be subject to the degree of fulfilment of the following objectives:
• TSR (total shareholder return) at the end of each of the plan cycles, comparing the performance of NH Hotel Group, SA shares with the
following indices:
o IBEX Medium Cap
o Dow Jones Euro STOXX Travel & Leisure
• EBITDA, discounting the amount corresponding to rentals compared annually with the forecasts of the Company’s strategic plan.
If the minimum degree of fulfilment established in the aforementioned objectives is not achieved, the plan beneficiaries shall not be entitled to shares
under said plan.
The plan is aimed at a maximum of 100 beneficiaries. The Board of Directors, at the proposal of the CEO, may include new members in the plan.
The plan will have a total duration of five years, divided into three three-year cycles:
• The first cycle with start on 1/1/2014 with delivery of shares on 1/1/2017.
• The second cycle with start on 1/1/2015 with delivery of shares on 1/1/2018.
• The third cycle with start on 1/1/2016 with delivery of shares on 1/1/2019.
The Board of Directors will be authorised to decide, before the start of each of the cycles, the effective implementation thereof in accordance with
the Group’s financial position at the time. At 31 December 2015, the first and second cycles had been approved.
The number of shares to be delivered to each beneficiary shall be that resulting from dividing the maximum amount destined to each beneficiary in
each cycle by NH’s share price in the ten days prior to the grant date of each cycle (“reference value”).
The total maximum amount destined to the plan in each of the cycles is as follows:
• First cycle: €6,170,000
• Second cycle: €5,830,000
• Third cycle: €4,440,000
• Total: €16,440,000
The beneficiaries must remain in the Group on each of the plan settlement dates, notwithstanding the exceptions deemed appropriate. Also, the
aforementioned minimum TSR and EBITDA thresholds must be reached.
The effect of this item on the profit and loss statement for 2015 was 1,415 thousand euros (746 thousand euros in 2014).
Furthermore, Shareholders at the Annual General Meeting held on 25 June 2013 approved the grant of a total of 896,070 shares of the Parent to the
CEO. The Group valued these shares at the closing market price on the date of assuming the commitment to the beneficiary. The effect of this item
on the profit and loss statement for 2015 was 452 thousand euros (452 thousand euros in 2014).
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
