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Annual Corporate Governance Report for 2018, Drawn up by the Company’S Management, to the External Auditor for Review

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Annual Corporate Governance Report for 2018, Drawn up by the Company’S Management, to the External Auditor for Review ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES IDENTIFICATION DETAILS OF THE ISSUER End date of 12-month period of reference 31/12/2018 CIF: A28027944 Company Name: NH HOTEL GROUP, S.A. Registered Office: SANTA ENGRACIA, 120 - 7ª PLANTA MADRID 1 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES A. OWNERSHIP STRUCTURE A.1. Fill in the following table regarding the share capital of the Company: Date of last change Number of Number of Share capital (€) Shares voting rights 09/05/2018 784,360,486.00 392,180,243 392,180,243 Indicate whether there are different shares classes with different associated rights: [ ] YES [ √ ] No A.2. Please provide details of the company's significant direct and indirect shareholders at year end, excluding any directors. Name of shareholder % of shares carrying voting rights % of voting rights through financial instruments % of total voting rights Direct Indirect Direct Indirect MINOR INTERNATIONAL 0.00 94.13 0.00 0.00 94.13 PUBLIC COMPANY LTD Breakdown of the indirect holding: Name of indirect Name of direct % of shares % of voting rights % of total shareholder shareholder carrying voting through financial voting rights rights instruments MINOR MHG CONTINENTAL INTERNATIONAL PUBLIC HOLDING (SINGAPORE) COMPANY PTE. 94.13 0.00 94.13 LTD LTD. Indicate the most significant movements in the shareholding structure of the company during the year: Most significant movements Between May and September 2018, various purchase agreements signed by Minor International Public Company Limited ("Minor IPC") as Purchaser were executed with the HNA Group and with funds managed by Oceanwood, all of them as Sellers. As a result of said operations, Minor IPC acquired the full shareholding of the Sellers in NH. In addition to these operations, Minor IPC acquired various non-significant shareholding packages which meant that, on 30 September 2018, Minor IPC held 179,772,214 shares in NH Hotel Group, S.A., representing 45.84% of its share capital. 2 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES At the same time, on 11 June 2018, MHG International Holding (Singapore) Pte (a company wholly owned by Minor IPC) launched a takeover bid for 100% of the shares in NH Hotel Group, S.A., which , once approved and the acceptance period opened, it was accepted, amongst others, by Grupo Hesperia. In the wake of the takeover bid, whose result was reported by the CNMV by means of a relevant fact on 26 October 2018, and of the aforementioned purchase operations, (i) the funds managed by Oceanwood, Grupo HNA and Grupo Hesperia lost the status of significant shareholders in NH Hotel Group, S.A.; and (ii) Minor IPC acquired, through its wholly-owned subsidiary MHG Continental Holding (Singapore) Pte. Ltd, shares representing 94.13% of the share capital in NH Hotel Group, S.A. A.3. In the following tables, list the members of the Board of Directors (hereinafter "directors") with voting rights in the company: % of voting rights that % of voting rights % of shares can be transmitted Name of director through financial carrying voting % of total through financial instruments rights voting rights instruments Direct Indirect Direct Indirect Direct Indirect MR ALFREDO 0.04 0.00 0.00 0.00 0.04 0.04 0.00 FERNÁNDEZ AGRAS MR RAMÓN 0.00 0.00 0.00 0.00 0.00 0.04 0.00 ARAGONÉS MARÍN MS MARIA GRECNA 0.00 0.00 0.00 0.00 0.00 0.00 0.00 MR PAUL JOHNSON 0.00 0.00 0.00 0.00 0.00 0.00 0.00 % of total voting rights held by the Board of Directors 0.04 Breakdown of the indirect holding: % of voting rights Name of direct % of voting rights that can be Name of director % of shares shareholder through financial % of total transmitted carrying voting instruments voting rights through financial rights instruments No data N.A. N.A. N.A. N.A. 3 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES A.4. If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are significant or arise in the ordinary course of business, except those that are reported in Section A.6: Name of related Party Nature of relationship Brief description No data A.5. Indicate, where applicable, the commercial, contractual or corporate relationships existing between major shareholders, and the company and/or its group, unless they have little relevance or arise from normal trading activities: Name of related Party Nature of relationship Brief description No data A.6. Describe the relationships, unless significant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives in the case of proprietary directors. Explain, as the case may be, how the significant shareholders are represented. Explain, as the case may be, how the significant shareholders are appointed. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders. Company name of the group Name or company name of Name or company name of company of the significant Description of relationship/post related director or representative related significant shareholder shareholder Minor IPC is the significant shareholder (94.132%) in NH and has proposed the aforesaid Director. Likewise, Mr Stephen Andrew Chojnacki is Chief Commercial Officer MR STEPHEN ANDREW MINOR INTERNATIONAL MINOR INTERNATIONAL and General Counsel of Minor CHOJNACKI PUBLIC COMPANY LTD PUBLIC COMPANY LTD IPC. Finally, note that Mr Chojnacki is a Director of the Minor IPC group companies that are listed 4 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES Company name of the group Name or company name of Name or company name of company of the significant Description of relationship/post related director or representative related significant shareholder shareholder in section H of this Report and which, for technical reasons, have not been reproduced in section A.6. Minor IPC is the significant shareholder (94.132%) in NH and has proposed the aforesaid Director. Likewise, Mr William Ellwood Heinecke is Chairman and CEO of Minor IPC. Finally, note that Mr Heinecke holds the MR WILLIAM ELLWOOD MINOR INTERNATIONAL MINOR INTERNATIONAL positions in the Minor IPC HEINECKE PUBLIC COMPANY LTD PUBLIC COMPANY LTD group companies broken down in section H of this Report and that have not been reproduced in section A.6. Minor IPC is the significant shareholder (94.132%) in NH and has proposed the aforesaid Director. Likewise, Emmanuel Jude Dillipraj Rajakarier is Chief Operation Officer of Minor IPC and CEO of Minor Hotels. Finally, note that Mr MR EMMANUEL JUDE MINOR INTERNATIONAL MINOR INTERNATIONAL Dillipraj Rajakarier is a DILLIPRAJ RAJAKARIER PUBLIC COMPANY LTD PUBLIC COMPANY LTD Director of the Minor IPC group companies listed in section H of this Report and that have not been reproduced in section A.6. 5 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES A.7. 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 so, describe these agreements and list the party shareholders: [ √ ] Yes [ ] No Parties to the shareholders’ Percentage of Date of termination of Brief description of the agreement agreement affected shares agreement, if applicable On 22 May 2018, Minor IPC and Oceanwood Capital Management Ltd signed a purchase agreement for the former to acquire the funds managed by Oceanwood. Said agreements included the reference to the fact that during a period of 12 months following the execution of the purchase agreement (Exclusivity Period), Minor IPC would have a preferential acquisition right over 10% of the share capital that Oceanwood could, in the future and during MINOR INTERNATIONAL the Exclusivity Period, hold in NH. During this PUBLIC COMPANY LTD, 10.00 period Oceanwood undertakes not to 11 June 2018 OCEANWOOD CAPITAL negotiate, nor otherwise assist third parties, MANAGEMENT LLP for the transfer of said share with third parties. Oceanwood also agrees to vote in favour of any decision that is necessary or appropriate to guarantee the success of the purchase agreement’s execution, as well as in favour of the proposal to appoint the Purchaser's Directors. On 5 June 2018, HNA (as seller) and through its subsidiary Tangla Spain, S.L.U. signed a purchase agreement with Minor IPC (as purchaser) for a total of 98,787,996 NH shares, representing MINOR INTERNATIONAL 26.468% of its share capital. Said contract PUBLIC COMPANY LTD, 26.47 included the Seller’s obligation to maintain 21 August 2018 HNA GROUP CO LIMITED the effective ownership of the shares subject to the sale until their transfer to the Buyer, as well as continuing to attend the General Meetings and vote in favour of all 6 / 76 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES Parties to the shareholders’ Percentage of Date of termination of agreement affected shares Brief description of the agreement agreement, if applicable decisions that were appropriate or necessary to guarantee the successful outcome of the purchase, as well as to vote in favour of any necessary resolution so that the administrators proposed by the Purchaser are appointed directors of NH. Indicate if the company is aware of the existence of concerted actions among its shareholders.
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