Supplemental Call

Free translation from the original in Spanish
OFFICIAL GAZETTE OF THE MERCANTILE REGISTRY
II. Legal Notices
NOTICES OF GENERAL MEETINGS
----NH HOTEL GROUP, S.A. 5101503873663
In relation to the Ordinary General Shareholders’ Meeting to be held in Madrid, at Hotel NH
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Collection Eurobuilding, calle Padre Damián 23, on 29 June 2015, at 12:00 hours, on first call,
and in the same place and at the same time on the following day, on second call, if the
aforesaid Meeting cannot be held on first call due to the failure to reach the necessary quorum
established by law, notice of which was published in the Official Gazette of the Mercantile
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Registry number 99 on 28 May 2015, and on the websites of the National Securities Market
Commission (Comisión Nacional del Mercado de Valores) (www.cnmv.es) and of NH Hotel
Group, S.A. (www.nh-hoteles.es), a supplement to the notice of the Ordinary General
Shareholders’ Meeting is hereby made public, in accordance with the provisions of articles 172
and 519 of the Companies Act, submitted by the shareholder HNA Group Co. Limited, holder of
more than three per cent (3%) of the share capital, which has been requested with the following
text:
[START OF TRANSCRIPTION]
"In accordance with the provisions of articles 172 and 519 of the Companies Act and of article
22 of the Company’s Articles of Association, on behalf of and representing HNA GROUP CO.
LIMITED and TANGLA SPAIN, S.L.U., the latter as direct owner of 29.5% of the share capital of
NH HOTEL GROUP, S.A. (the "Company"), I hereby request a supplement to the notice
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convening the Ordinary General Shareholders’ Meeting of the Company set for 29 June 2015,
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which was convened through a notice published on 28 May 2015.
Taking into account the above, I request the inclusion of a new item in the agenda for the
aforesaid meeting as item number 4, prior to the current item of "Ratification, re-election and
appointment of Directors" (consequently renumbering the remaining items currently included in
the notice), in the following literal terms:
Establishing that the number of members of the Board of Directors is eleven.
The justification of the new item on the agenda that is requested and the corresponding
proposed resolution are set out below:
1.- JUSTIFICATION OF THE PROPOSAL:
Insofar as the covering of vacancies as established in article 5 of Royal Decree 821/1991, of
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17 May, is not expressly contemplated in the agenda for the Meeting, and for the sake of
greater legal certainty concerning the number of members of the Board of Directors of the
Company at the end of the aforesaid Meeting, it is considered necessary that it be the General
Shareholders’ Meeting itself that expressly sets the number of members of the Board of
Directors and, hence, resolves to establish that the number of members of the Board is to be
eleven.
2.- PROPOSED RESOLUTION:
ITEM FOUR OF THE AGENDA
Establishing that the number of members of the Board of Directors is eleven.
PROPOSED RESOLUTION
Free translation from the original in Spanish
In accordance with the provisions of article 34 of the Company’s Articles of Association, the
number of members of the Board of Directors is set at eleven (11).
Taking into account the above, I would appreciate it if you would proceed to modify the agenda
for the meeting as requested and publish it under ruling legislation.”
[END OF TRANSCRIPTION]
The supplement to the notice of the meeting is thus formally made public for the pertinent
purposes.
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Madrid, 10 June 2015