Free translation

NH HOTEL GROUP, S.A.

ORDINARY GENERAL SHAREHOLDERS' MEETING

The Board of Directors of this Company, hereby calls the shareholders to an Ordinary General Meeting of NH Hotel Group, S.A. (the "Company"), which will be held in Madrid, at the hotel "NH Madrid Ventas", in c/Biarritz 2, 28028, Madrid, as well as by electronic means on the Company's website, whose address is www.nh-hoteles.es (hereinafter "Corporate Website"), through the space "General Shareholders' Meeting" as detailed below at 11 a.m. on 29th June 2023 on sole call (the "Meeting" or "General Meeting").

For the purposes of articles 173 and 516 of Royal Legislative Decree 1/2010, of 2 July, approving the Companies Act (Consolidating Act) (hereinafter, "Companies Act"), all shareholders are informed that this notice will also be published, among other media, on the Corporate Website.

The object of the General Meeting is to deliberate and resolve on the matters included in the following:

AGENDA

  1. Examination and approval of the Individual and Consolidated Annual Accounts for the year 2022.
  2. Examination and approval of the Individual and Consolidated Director´s Report, for the year 2022.
  3. Examination and approval of the Non-Financial Report for the year 2022.
  4. Examination and approval of the proposed application of results.
  5. Approval of the management by the Board of Directors during 2022.
  6. Re-electionof the appointment of the Director Mr. Ramón Aragonés Marín as Executive Director.
  7. Approval of Remuneration Politics.
  8. Establishment of the amount of the annual remuneration of the Board of Directors and its Committees.
  9. Consultative vote on the Annual Report on Directors' Remuneration.
  10. Delegation of faculties to formalize, clarify, interpret, remedy and execute the resolutions passed by the General Shareholders' Meeting.

1

Free translation

INTERVENTION OF A NOTARY PUBLIC AT THE MEETING

The Board of Directors has agreed to require the presence of a Notary Public to draw up the minutes of the Meeting, in accordance with the provisions of articles 203 and 521.3

  1. of the Companies Act, and in relation to articles 101 and 103 of the Mercantile Registry Regulations.

SUPPLEMENT TO NOTICE AND SUBMISSION OF PROPOSALS

In accordance with the provisions of articles 172 and 519 of the Companies Act, shareholders representing at least three percent of the share capital may request that a supplement to this notice be published including one or more items on the agenda, provided that the new items are accompanied by a justification or, as the case may be, by a justified proposal for resolution. This right must be exercised by giving formal notice that must be received by the company, NH Hotel Group, S.A., General Counsel's Office, C/ Santa Engracia 120, 28003 Madrid, within five days following publication of this notice. Shareholders representing the same percentage indicated above may, within the above-mentioned term of five days as of publication of this notice, submit founded proposals for resolutions on matters already included or that should be included in the agenda for the Meeting.

RIGHT TO INFORMATION

In accordance with applicable legislation, it is hereby stated that as of the date of publication of this notice convening the meeting, shareholders are entitled to examine and obtain at the Company's registered office, or request that the Company send them, immediately and free of charge, the following documents:

  1. In relation to matters submitted to the General Meeting on a decisive basis:
    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.

2

Free translation

  1. In relation to matters submitted to the General Meeting on an informative basis or for a consultative vote:
    1. Annual Report on Directors' Remuneration.
  1. In relation to other documentation made available to the shareholders prior to holding the General Meeting:
    1. This notice.
    2. 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.
    3. Annual Corporate Governance Report for 2022.
    4. Annual Report of the Audit and Control Committee for 2022, including reference to related-party operations.
    5. Annual Report of the Appointments, Remuneration and Corporate Governance Committee for 2022.
    6. Forms to be used for proxy and remote voting.
    7. The total number of shares and voting rights on the date of the notice.
    8. Report on the Auditor's independence.

The documents listed above will be accessible electronically, through the Company's website (www.nh-hoteles.es), hereinafter the Corporate Website, where this notice has been duly published.

In accordance with the provisions of articles 197 and 520 of the Companies Act, until the fifth day prior to the date set for the meeting to be held on first call, shareholders may request the information or clarifications they consider necessary, or submit the questions they consider pertinent, on the matters included in the Agenda for the Meeting, or in respect of any information accessible to the public that the Company has provided to the National Securities Market Commission since the immediately preceding General Shareholders' Meeting was held and relating to the auditor's reports.

Pursuant to the provisions of article 539 of the Companies Act, the Company has set up on its Corporate Website an Electronic Shareholders' Forum, to which both individual shareholders and any voluntary associations created may access, with proper safeguards. The content of the rules for the operation of the Electronic Shareholders' Forum may be consulted on the Company's Corporate Website.

Attendees at the meeting are informed that on the date and time indicated for holding the Meeting, it will be streamed live on the Company's website (www.nh-hoteles.es).

3

Free translation

GENERAL CONSIDERATIONS:

  1. RIGHT TO ATTEND AND VOTE

Holders of one or more shares, registered in their name in the corresponding record of book entries five days prior to the day on which the Meeting is to be held, and who provide evidence of this through the pertinent attendance card or certificate issued by any of the participating entities in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., or in any other form admitted by ruling legislation, may attend the General Meeting. Each share entitles the holder thereof to one vote at the Meeting.

The Annual General Meeting will be retransmitted in any case through the Corporate Website.

  1. RIGHT OF REPRESENTATION

Any shareholder who is entitled to attend the General Meeting may nominate another person to represent him or her at the meeting, even if that person is not a shareholder. The representation must be conferred in the terms and with the scope established by law, in writing, and specifically for each Meeting.

Representation may also be granted through remote communication channels (by post or electronically), duly guaranteeing the identity of the represented shareholder and the representative. Representation granted through electronic means will be valid when the electronic document conferring it incorporates the recognized electronic signature used by the represented shareholder, or other kind of signature that provides sufficient guarantees of authenticity and identification of the shareholder conferring representation and complies with the other requirements established in ruling legal provisions from time to time.

In general, the document setting out representations will include the identification of the person attending the Meeting in the shareholder's place, who must identify himself or herself adequately on the day of the Meeting.

Documents setting out delegations for the General Meeting will reflect instructions on how to vote, it being understood that if no express instructions are given, the representative will vote in favour of the proposed resolutions formulated by the Board of Directors on items included in the agenda.

If there are no voting instructions because the General Meeting is going to resolve on matters that were not included in the agenda and, therefore, were not known by the represented shareholder on the date of delegation, and may be put to the vote at the Meeting, the representative must cast the vote as he/she considers most appropriate, with due regard to the company's interests. The same shall apply when the corresponding proposal or proposals submitted to the General Meeting for its decision have not been formulated by the Board of Directors.

If the representation or delegation document does not indicate the specific person on whom the shareholder confers representation, it shall be understood that it has been granted to the

4

Free translation

Chairman of the Meeting, or to the person designated by him.

Representation may be revoked at any time. The attendance of the represented shareholder in person at the Meeting shall be considered to constitute revocation.

In the event of a public request for representation, the provisions of applicable ruling legislation shall be observed. In particular, the document recording the power of representation must contain the agenda or include it as an attachment, as well as the request for instructions to exercise the right to vote and the indication of how the representative will vote if no precise instructions are given. In such cases, the director or the person who obtains the representation may not exercise the voting right corresponding to the represented shares on those items of the agenda in which he or she has a conflict of interest and, in any case, on decisions relating to (i) his or her appointment or ratification, removal, separation or dismissal as a director, (ii) exercising the corporate liability action against him or her and (iii) the approval or ratification of operations between the Company and the director in question, companies controlled by him or her or that he or she represents or persons acting on his or her behalf.

To provide for the possibility that a conflict may exist, representation may be conferred on a subsidiary basis to a member of the Board or the Secretary of the Board of Directors, at the choice of the Chairman of the Meeting.

For the purposes of article 523 and 526 of the Companies Act, it is hereby stated that if the representative designated by a shareholder is a director of the Company, the directors will be in a situation of conflict of interest in relation to items 5, 7 and 8 of the Agenda. Director to be re-elected under item 6 of the Agenda is also in a situation of conflict of interest. The directors may also incur in a conflict of interest in relation to any proposed resolutions formulated on matters not included in the Agenda, if they refer, among other circumstances, to their revocation as director or the seeking of liabilities.

PROCEDURE FOR CONFERRING REPRESENTATION AND EXERCISING THE VOTING RIGHT THROUGH REMOTE COMMUNICATION MEDIA

All shareholders entitled to attend may exercise the vote and/or delegation in relation to the items of the agenda for the General Meeting using remote means of communication between the 14th June 2023 and 24.00 hours on 23rd June 2023.

1. Representation through remote communication media

Notwithstanding the conditions mentioned below, with regard to representation you are referred to the contents of the preceding section of this notice, entitled "Representation", and the provisions of article 24 of the Articles of Association and article 13 of the General Meeting Regulations.

In general, the documents recording representations will include the identification of the person who will attend in the shareholder's place, who must identify himself/herself adequately on the day of the Meeting. In the case of shareholders that are legal entities, the Company reserves the right to require evidence of the sufficiency and current validity of the power of the natural person who acts in representation of the shareholder.

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

NH Hotel Group SA published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 07:49:10 UTC.