General shareholder’s meeting

General Shareholder´s Meeting 2024

ACCESS TO THE GENERAL SHAREHOLDERS´MEETING OF NH HOTEL GROUP, S.A., 19TH APRIL 2024, 9:30 A.M.

INFORMATION AND DOCUMENTATION REGARDING GENERAL SHAREHOLDERS MEETING, APRIL 19.

1. Annual Accounts and Directors’ Reports, of both the Company and its Consolidated Group, including non-finance information and Annual Corporate Governance Report, per reference, regarding fiscal year 2023 and Auditor´s Report issued by the auditor of the Company and its group.

2. Report of the Appointments, Remuneration and Corporate Governance Commission with regard to the reelection of the Proprietary Directors and the Executive Director.

3. Proposal of the Appointments, Remuneration and Corporate Governance Commission with regard to the ratification of the appointment of the Independent Directors.

4. Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Director whose reelections and ratifications are proposed.

5. Report of the Board of Directors regarding amendment of article 1 of the By Laws, following point 7 of the Agenda.

6. Report of the Board of Directors regarding delegation of faculties for the increase of capital, following point 8 of the Agenda.

7. Report of the Board of Directors regarding delegation of faculties for issuance of debentures and bonds following point 9 of the Agenda.

8. Annual Report on Directors’ Remuneration.

9. Call.

10. Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

11. Annual Corporate Governance Report for 2023.

12. Annual Report of the Audit and Control Committee for 2023, including reference to related-party operations.

13. Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2023.

14. Forms to be used for (i) proxy and (ii) remote voting.

15. The total number of shares and voting rights on the date of the notice.

16. Report on the Auditor’s independence.

GENERAL SHAREHOLDER´S MEETING 2023

ACCESS TO THE GENERAL SHAREHOLDERS´MEETING OF NH HOTEL GROUP, S.A., 29TH JUNE 2023, 11 A.M.

INFORMATION AND DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING ON 29TH JUNE, 2023

1. Annual Accounts and Directors’ Reports, of both the Company and its Consolidated Group, including non-finance information and Annual Corporate Governance Report, per reference, regarding fiscal year 2022 and Auditor´s Report issued by the auditor of the Company and its group.

2. Report of Appointments, Remuneration and Corporate Governance Commission regarding re-election of the Executive Director.

3. Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Director whose reelection is proposed.

4. Remuneration Policy.

5. Report of Appointments, Remuneration and Corporate Governance Commission regarding Remuneration Policy in compliance with article 529 novodecies Corporate Company´s Act.

6. Annual Report on Directors’ Remuneration.

7. Notice.

8. The full text of the Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

9. Annual Corporate Governance Report for 2022.

10. Annual Report of the Audit and Control Committee for 2022, including reference to related-party operations.

11. Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2022.

12. Forms to be used for proxy and remote voting.

13. The total number of shares and voting rights on the date of the notice.

14. Report on the Auditor’s independence.

GENERAL SHAREHOLDER’S MEETING 2022

ACCESS TO THE GENERAL SHAREHOLDERS´MEETING OF NH HOTEL GROUP, S.A., 30TH JUNE 2022, 11 A.M.

INFORMATION AND DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING ON 30TH JUNE, 2022

1.- Annual Accounts and Directors’ Reports, of both the Company and its Consolidated Group, including non-finance information and Annual Corporate Governance Report, per reference, regarding fiscal year 2021 and Auditor´s Report issued by the auditor of the Company and its group.

2.- Proposal issued by the Appointments, Remuneration and Corporate Governance Commission with respect to the reelection of non-independent Directors.

3.- Favorable report of Appointments, Remuneration and Corporate Governance Commission regarding reelection and appointment of independent Directors.

4.- Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Directors whose reelection and appointment is proposed.

5.- Annual Report on Directors’ Remuneration.

6.- Board of Director´s Regulation approved by the Board of Directors on 28th July 2021 and its justifying report.

7.- Notice.

8.- The full text of the Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

9.- Annual Corporate Governance Report for 2021.

10.- Annual Report of the Audit and Control Committee for 2021, including reference to related-party operations.

11.- Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2021.

12.- Forms to be used for proxy and remote voting.

13.- The total number of shares and voting rights on the date of the notice.

14.- Report on the Auditor’s independence.

ACCESS TO THE GENERAL SHAREHOLDERS´MEETING OF NH HOTEL GROUP, S.A., 30TH JUNE 2021, 11 A.M.

INFORMATION AND DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING ON 30TH JUNE, 2021

1.- Annual Accounts and Directors’ Reports, of both the Company and its consolidated Group, including non-finance information and Annual Corporate Governance Report, per reference, regarding fiscal year 2020 and Auditor´s Report issued by the auditor of the Company and its group.

2.- Report issued by the Appointments, Remuneration and Corporate Governance Commission with respect to the reelection and ratification of appointment of non-independent Directors.

3.- Proposal report of Appointments, Remuneration and Corporate Governance Commission regarding reelection of independent Directors.

4.- Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Directors whose appointments are reelected and ratified.

5.- Report of Board of Directors regarding point 6 of Agenda.

6.- Certificate issued by external auditor according to article 301.3 Company´s Corporate Act.

7.- Report of the Board of Directors regarding proposal of amendments of By Laws.

8.- Proposed By Laws with mark-up changes.

9.- Report of the Board of Directors regarding proposal of amendments of Shareholders´Meeting Regulation.

10.- Proposed Shareholders´Meeting Regulation with mark-up changes.

11.- Remuneration Policy.

12.- Report of Appointments, Remuneration and Corporate Governance Commission regarding Remuneration Policy in compliance with article 529 novodecies Corporate Company´s Act.

13.- Annual Report on Directors’ Remuneration.

14.- Board of Director´s Regulation approved by the Board of Directors on 22nd December 2020 and its justifying report.

15.- This notice.

16.- The full text of the Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

17.- Annual Corporate Governance Report for 2020.

18.- Annual Report of the Audit and Control Committee for 2020, including reference to related-party operations.

19.- Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2020.

20.- Sustainable Business Report, including non finance information.

21.- Forms to be used for proxy and remote voting.

22.- The total number of shares and voting rights on the date of the notice.

23.- Report on the auditor’s independence.

INFORMATION AND DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING ON 16TH JULY, 2020

Video on demand of the meeting held on 16th July 2020, 11:00 a.m. CEST:

With regard to the General Shareholders´meeting to be held on 16th July 2020 (foreseeable, on first call) and due to the sanitary crisis provoked by covid 19, we remind shareholders to assist remotely or use the mechanism of distant delegation and voting. For more information, please visit www.nh-hoteles.es.

Due to the aforementioned and following the recommendations of the sanitary authorities, the Company can´t guarantee the access to the meeting room due to capacity limitation.

THE ELECTRONIC DEVICE FOR ASSISTING REMOTELY WILL BE AVAILABLE ON THE DAY OF THE GENERAL MEETING (16th JULY), REGISTERING BETWEEN 8.00 A.M AND 10.45 A.M.

ALTERNATIVELY THE SHAREHOLDERS MAY VOTE AND DELEGATE THEIR REPRESENTATION IN DISTANCE, BETWEEN THE 2nd JULY AND THE 10th JULY, BY COMPLETING THE FORMULARS (BELOW) OR ACCEEDING TO THE ABOVE MENTIONED “ELECTRONIC VOTING” SECTION.

1. Call notice.

2. Proposed Resolutions to be submitted to the Meeting.

3. Annual Accounts and Directors’ Reports, of both the Company and its consolidated Group, including non-finance information, regarding fiscal year 2019 and Auditor´s Report issued by the auditor of the Company and its group.

4. New Proposed application of profits for the year 2019, including the note issued by the auditor 

5. Report issued by the Appointments, Remuneration and Corporate Governance Commission with respect to the reelection of appointment of the executive Director.

6. Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Director whose appointment is reelected.

7. Annual Report on Directors’ Remuneration.

8. Annual Corporate Governance Report for 2019.

9. Annual Report of the Audit and Control Committee for 2019, including reference to related-party operations.

10. Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2019.

11. Sustainable Business Report, including non finance information.

12. Forms to be used for remote proxy and remote voting.

13. The total number of shares and voting rights on the date of the notice.

14. Report on the auditor’s independence

Other information of interest: 

Rules regarding the use of the Electronic Forum for shareholders

DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING 2019:                

Annual Accounts and Directors’ Reports – of both the Company and its consolidated Group – for the year 2018.

Proposed application of results and distribution of the dividend for the year 2018.

Proposal issued by the Appointments, Remuneration and Corporate Governance Commission with respect to the appointment of Directors classified as Independent Directors.

Report issued by the Appointments, Remuneration and Corporate Governance Commission with respect to the appointment of the Proprietary and Executive Director.

Professional profile and report issued by the Board of Directors evaluating the competence, experience and merits of the Director whose appointment is ratified.

Board of Director´s Report regarding the proposed amendment of By Laws.

Text of By Laws with the proposed amendment (mark up).

Board of Director´s Report regarding the proposed agreements to be submitted to the Shareholders meeting under point 9 and 10 of the agenda.

Annual Report on Directors’ Remuneration.:

Call

The full text of the Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

Annual Corporate Governance Report for 2018.

Annual Report of the Audit and Control Committee for 2018, including reference to related-party operations.

Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2018.

Forms to be used for proxy and remote voting.

The total number of shares and voting rights on the date of the notice.

Report on the auditor’s independence

Social Corporate Governance Report

DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING 2018:

Call to the Shareholders meeting

Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting.

Annual Accounts and Directors’ Reports – of both the Company and its consolidated Group – for the year 2017.

Proposed application of results and distribution of the dividend for the year 2017. Audit Reports issued by the Auditor of the Company and of its consolidated Group.

Proposal by the Appointments, Remuneration and Corporate Governance Committee in relation to the ratification of Independent Directors.

Proposal by the Appointments, Remuneration and Corporate Governance Committee in relation to the appointment of Independent Directors.

Report by the Appointments, Remuneration and Corporate Governance Committee in relation to the re-election of Non-Independent Directors.

Report by the Appointments, Remuneration and Corporate Governance Committee in relation to the appointment of Mr Dillip Rajakarier as Director with the classification of Non-Independent.

Professional profile and report issued by the Board evaluating the competence, experience and merits of the Directors whose appointments are made, ratified and re-elected.

Report by the Appointments, Remuneration and Corporate Governance Committee in relation to the Directors’ Remuneration Policy

Directors’ Remuneration Policy

Annual Report on Directors’ Remuneration.

Annual Corporate Governance Report for 2017.

Annual Report of the Audit and Control Committee for 2017, including reference to related-party operations.

Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2017.

Forms to be used for proxy and remote voting.

Total number of shares and voting rights on the date of the notice.

Total number of shares and voting rights on the date of the General Shareholders’ meeting.

Report on the auditor’s independence

Report regarding Corporate Social Responsability

Last General shareholder’s meeting

DOCUMENTATION AVAILABLE PRIOR TO THE CELEBRATION OF THE GENERAL SHAREHOLDERS MEETING, JUNE 29TH, 2017:

Call to the Shareholders meeting

Proposed Resolutions formulated by the Board of Directors in relation to each of the items of the agenda included in the notice, to be submitted to the Meeting

Annual Accounts and Directors’ Reports – of both the Company and its consolidated Group – for the year 2016.

Proposed application of results and distribution of the dividend for the year 2016.

Audit Reports issued by the Auditor of the Company and of its consolidated Group.

Report of the Board of Directors in relation to item six of the Agenda (Amendment of articles 42.1 and 42.4 of the Articles of Association).

Text of the Articles of Association with the proposed amendments highlighted in the document.

Professional profile and report issued by the Board evaluating the competence, experience and merits of the Directors whose appointments are ratified and made.

Annual Report on Directors’ Remuneration.

Annual Corporate Governance Report for 2016.

Annual Report of the Audit and Control Committee for 2016, including reference to related-party operations.

Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2016.

Forms to be used for proxy and remote voting.

The total number of shares and voting rights on the date of the notice.

Report on the auditor’s independence

Additional Information regarding the Share Award Plan (Point 7 of the Agenda)

Report regarding Corporate Social Responsability 

Distance delegation and voting

The shareholders of NH Hotel Group, S.A., who do not attend the General Sharehodlers´ Meeting may delegate their representation to another person who won´t need to be a shareholder, or vote remotely through the following means: i) by filling out and sending the corresponding cards to delegate remote representation and exercise the distance vote that both the depository entities of the shares and the Company make available to the shareholder (the latter on its website), following the call of the Meeting, or ii) through the online electronic tool available to shareholders under the heading “Delegate representation and exercise online vote”, within the terms expressly stated in the call.

More details regarding delegation and voting procedure are available in the call, the cards and the Shareholders´ Regulation (article 13 and followings).

FOR DELEGATING AND DISTANCE VOTING, PLEASE PRESS HERE