NH HOTELES, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING

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1 NH HOTELES, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING This Company s Board of Directors calls the shareholders to the Ordinary General Meeting of NH Hoteles, S.A. (the Company ), to be held in Madrid, at Hotel NH Eurobuilding, Calle Padre Damián 23, Madrid, at twelve o'clock on 25 June 2014 on first call, and in the event of failure to reach the legally required quorum said Meeting cannot be held on first call, by this notice it is also called at the same place and time on the next day, on second call, and it is expected that the Ordinary General Meeting will be held on second call, i.e., on 26 June 2014 at twelve o'clock For the purposes of Articles 173 and 516 of the Capital Companies Act, all of the shareholders are informed that this call will also be published, inter alia, on the website of the Company, whose address is The purpose of the General Meeting is to discuss and decide on the matters contained in the following: AGENDA 1. Examination and approval, if applicable, of the annual accounts and management reports, both for the Company and its consolidated group, corresponding to the 2013 financial year and proposed application of results. 2. Approval of the management of the Board of Directors during the 2013 financial year. 3. Adoption of the appropriate agreements regarding the Auditors of the Company and its consolidated group, for the 2014 financial year, under the provisions of Article 42 of the Commercial Code and 264 of the Capital Companies Act. 4. Change of company name to "NH Hotel Group, S.A.". Amendment of Article 1 of the Company Articles of Association. 5. Increase the share capital by a nominal amount of 84,000,000 euros, through the issuance and flotation of 42,000,000 ordinary shares each with a par value of 2 euros and an issue premium of 2.70 euros per share, to be subscribed and paid out by Intesa Sanpaolo, S.p.A. by investment in kind consisting of 445,000 Class B shares in the Italian company NH Italia, S.p.A., representing 44.5% of its share capital. Delegation of the implementation of the increase to the Board of Directors, with powers of substitution. Application for admission to trading of the new shares. 1

2 6. Number of Directors 7. Ratification, reappointment and appointment of Directors 7.1. Ratification of the interim appointment of the Director Mr HAIBO BAI as Nominee Director and reappointment for the statutory period of three years Renewal of the appointment of the Director Mr. CARLOS GONZALEZ FERNANDEZ as an Independent Director for the statutory period of three years Appointment of Mr. LIVIO GIOVANNI MARIA TORIO as Nominee Director and for the statutory period of three years, subject to the Board of Directors or, by delegation, the Executive Committee, the Chairman of the Board of Directors or the Chief Executive Officer, declaring fully subscribed and paid up by Intesa Sanpaolo S.p.A. and therefore closed, the share capital increase which, if any, had been agreed under the point 5 above of the agenda. 8. Delegation of powers to the Board of Directors so that it can increase the capital, on one or more occasions and at any time, within five years under the terms and limitations set out in article b) of the Capital Companies Act, with power to exclude the preferential subscription right under the provisions of Article 506 of the same Act, all with the express power of substitution and revoking the authorization granted by the General Shareholders Meeting at its meeting of 24 June Delegation to the Board of Directors the power to issue, on behalf of the Company and one or more occasions, (i) bonds or simple debentures, promissory notes and other fixed-income securities of a similar nature, and preferred stock, with the maximum limit and under the conditions set out in the directors' report; and (ii) bonds and/or bonds convertible into new shares of the Company and/or exchangeable for shares and/or participations of the Company or any third party entities, and warrants on newly-issued or trading shares of the company or of any third parties, with the maximum limit and under the conditions set out in the directors' report, with express attribution, in the event of the issue of bonds and/or convertible bonds and warrants over new shares, of the power to exclude the shareholders preferential right; Establishment of the criteria to determine the terms and conditions of the conversion; Delegation to the Board of Directors of the necessary powers to establish the terms and conditions of the conversion and agree on the capital increase in the amount required for the conversion; and authorization for the Company to guarantee, within the limits set forth above, new issuances of securities by its controlled companies; all with the express power of substitution, for a maximum period of five (5) years, leaving without effect the authorization granted by the fifth resolution of the 2

3 General Meeting of Shareholders of June 24, Fixing the annual amount of the remuneration of the Board of Directors and its Committees. 11. Advisory vote of the Annual Report on Directors' Remuneration. 12. Delegation of powers to formalize, clarify, interpret, correct and execute the resolutions adopted by the General Meeting of Shareholders. NOTARY INTERVENTION AT THE MEETING The Board of Directors has decided to request the presence of a Notary to take the minutes of the Meeting, in accordance with Article 203 of the Consolidated Capital Companies Act and in relation to Articles 101 and 103 of the Companies Register Regulations. SUPPLEMENT TO THE CALL AND PRESENTATION OF PROPOSALS In accordance with the provisions of articles 172 and 519 of the Consolidated Capital Companies Act, shareholders representing at least five per cent of the share capital may request the publication of a supplement to this call including one or more points on the agenda, provided that the new items are accompanied by justification or, where appropriate, by a justified agreement proposal. The exercise of this right must be done by reliable notice to be received at the company, NH Hoteles, S.A., General Secretariat, C/ Santa Engracia 120, Madrid, within five days of the publication of this announcement. Shareholders representing the same percentage may, in the same period of five days counting from the publication of this notice, present founded proposed decisions on items included or to be included on the agenda of the Meeting which is called. RIGHT TO INFORMATION In accordance with applicable regulations, it is stated that, after the publication of this call announcement, the shareholders have the right to examine and obtain at the registered office of the Company, or to request to be sent to them, immediately and free of charge, the following documents: I. For matters that are submitted to the General Meeting for a decision: - Annual Accounts and Management Reports -both for the Company and its consolidated Group - for the 2013 financial year. Proposed application of results and Audit Reports issued by the Auditor of the Company and its Consolidated Group. 3

4 - Report from the Board of Directors on the amendment to the Articles of Association referred to in point 4 of the agenda, and containing the full text of the proposed amendment to the Articles of Association. - Report of the Board of Directors in connection with the capital increase through investment in kind referred to in point 5 of the agenda. - Report by the independent expert appointed by the Companies Registry of Madrid on the non-monetary contribution to the capital increase referred to in point 5 of the agenda. - Reports of the Board of Directors supporting the proposed decisions submitted to the General Meeting in relation to points 8 and 9 of the agenda. II. For matters that are submit to the Meeting for information or advisory vote: - Annual Report on the Directors' Remuneration. III. Regarding other documentation made available to the shareholders prior to the holding of the General Meeting: - This notice of call. - The full text of the proposed Agreements submitted by the Board of Directors in relation to each of the points on the agenda of the call to be submitted to the Meeting. - Annual Report on Corporate Governance for the financial year Annual Report of the Audit and Control Committee. - Professional profile of the Directors whose appointments are ratified, appointed or renewed. - Forms to be used for voting by proxy and remote voting. - The total number of shares and voting rights on the date of the call announcement. IV. Regarding the issue of bonds convertible into shares of the Company Also in accordance with the provisions of Article 511.3, second paragraph, of the Capital Companies Act, the following reports are made available to the shareholders on the issuance of convertible bonds into ordinary shares of the Company's newly issued or exchangeable into existing ordinary 4

5 shares of the Company, excluding the right of first refusal, sag approved by the Board of Directors on October 30, 2013 under the authorization and delegation of powers granted to the Board of Directors by the General Meeting of Shareholders: - Report of the Board of Directors issued pursuant to the provisions of Articles and a) in conjunction with Article of the Capital Companies Act. - Report from Ernst & Young, S.L. as auditor other than the auditor of the Company appointed by the Companies Registry of Madrid, issued pursuant to the provisions of Articles and b) in conjunction with Article of the Capital Companies Act. The above documents are available electronically through the Company webpage ( hereinafter Corporate Web and where this call is duly published. In accordance with the provisions of Articles 197 and 520 of the Consolidated Capital Companies Act, until the seventh day before the date set for the holding of the Meeting, the shareholders may request information or clarifications they deem necessary, or make questions they deem relevant regarding the matters on the agenda or about the publicly available information that has been provided by "NH HOTELES, S.A." to the National Stock Market Commission since the holding of the last General Meeting and on the reports of the auditor. Pursuant to the provisions of article 539 of the Consolidated Capital Companies Act, the company has set up on its Corporate Website an Electronic Shareholder Forum, which will be accessible with due guarantees by both individual shareholders and the voluntary associations that may be established. The content of the operating rules of the Electronic Shareholder Forum is available on said Corporate Website of the Company. RIGHT TO ATTEND Shareholders are entitled to attend the General Meeting who hold one or more shares registered in their name in the corresponding accounting register of notes on account at least five days prior to the date of the meeting, and prove this with the appropriate attendance card or certificate issued by any of the depository entities participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., or in any other manner permitted by the law. RIGHT OF REPRESENTATION Any shareholder entitled to attend the General Meeting may be represented by another person even if they are not a shareholder, by meeting the requirements and 5

6 formalities established in the Articles of Association, the Rules of the Meeting and the Consolidated Capital Companies Act. The representation must be accepted by the representative and shall be granted specifically for the Meeting object of this call, either by the proxy form printed on the attendance card or in any other manner permitted by law, without prejudice to that set out in Article 187 of the Consolidated Capital Companies Act. If the representation is given to the Board of Directors or if the representation does not expressly nominate the delegated person, it will be deemed to have been granted to the Chairman of the Board of Directors. In the event that the principal has not given voting instructions, it will be understood that the representative will vote in favour of the decisions proposed by the Board of Directors on the matters on the agenda. In the event that there are no voting instructions because the Meeting is going to decide on issues which, although not included on the agenda and are therefore unknown by the principal at the time of delegation, may be subject to vote at the Meeting, the representative shall vote in the manner he/she deems appropriate in the interest of the Company. In the event that the representation is given in response to a public request and the principal has not given voting instructions, it will be considered that means that the representation (i) refers to all items that form part of the Agenda of the General Meeting, (ii) will vote in favour of all the resolutions proposed by the Board of Directors and (iii) will also cover matters that may arise outside of the item for which the proxy will vote in the sense that it considers most appropriate to the interests of the shareholder. If the designated representative finds themselves in a conflict of interest in voting on any of the proposals which, on or off the Agenda, are submitted to the General Meeting and the principal has not given specific voting instructions, it must refrain from issuing a vote on matters on which, being in conflict of interest, they have to vote on behalf of the shareholder. For the purposes of Article 523 and 526 of the Capital Companies Act, it is noted that if the representative designated by a shareholder is a director of the Company, they are in conflict of interest with respect to Points 2, 10 and 11 of the Agenda. The following directors are also in a conflict of interest: Mr Haibo Bai with regard to point 7.1 of the Agenda, Mr. Carlos González Fernández in relation to points 7.2 of the Agenda. The directors can also be in conflict of interest in relation to the proposed agreements which, if any, are made outside of the Agenda, in the event that they refer, among other circumstances, to the revocation as director or claiming liability. REMOTE VOTING AND DELEGATION 6

7 In accordance with the provisions of the Articles of Association and Regulations of the General Meeting, the Board of Directors has agreed to authorise the exercise of rights of representation and voting through remote means, under the following terms: All shareholders entitled to attend may exercise the voting and/or delegation in relation to items on the Agenda of the General Meeting, before midnight on 20 June 2014, through means of remote communication in accordance with the provisions of the Articles of Association and Regulations of the General Meeting of Shareholders. - Delegation. In accordance with Article 522 of the Consolidated Capital Companies Act, each shareholder entitled to vote at the General Meeting may be represented by another person. In general, the documents containing proxies shall include the identification of the person attending in place of the shareholder, who must properly identify themselves on the day of the Meeting. If completed in favour of the Board of Directors or no action is specified, it is understood that the representation has been granted to the Chairman of the Board of Directors, any Director or to the Secretary of the Board of Directors, without distinction. If the designated representative enters into a conflict of interest in voting on any of the proposals which are on the Agenda or although not on the Agenda are submitted to the Board and the principal has not given precise instructions, the representation will be deemed granted to any of the other two individuals who are not affected by this circumstance. The documents containing proxies for the General Meeting shall contain instructions on how to vote, it being understood that, if nothing is mentioned on the matter, that the representative gives detailed instructions to vote in accordance with the decisions proposed by the Board of Directors on the matters on the Agenda and, unless indicated otherwise, to vote against in relation to any other matter which, not included on the agenda and therefore unknown at the time of delegation, could be voted on at the General Meeting. If the designated representative is the Chairman or any other member of the Board of Directors, it is noted that there may be a conflict of interest in relation to the proposed agreements which are not on the Agenda, when referring to their revocation as director or demanding liability against them. The representative may represent more than one shareholder without limitation as to the number of shareholders represented and may cast votes in different directions depending on the instructions given by each shareholder. If voting instructions are issued by the represented shareholder, the proxy shall cast his/her vote in accordance with them. Notwithstanding the comments made below, reference is made in relation to the delegation and representation to the provisions of articles 24 of the Company Articles of Association and 13 of the Meeting Regulations. 7

8 The representative can be recorded: (i) By delivery or post: To appoint a proxy by delivery or post, the shareholders can send to the Company the paper on which the proxy is granted, or the Meeting attendance card issued by NH Hoteles, S.A. which can be downloaded from the Corporate Website. The card duly signed and completed to grant proxy, and which includes the request for instructions for the exercise of voting rights and the indication of how the proxy will vote if no precise instructions are given, must be delivered or sent to the registered office of the Company referenced above, for the attention of General Secretariat. The shareholders may also fill out the attendance card issued in paper by the entity participating in IBERCLEAR where they have deposited their shares, sending it signed by post or courier to the address of the Company. (ii) By electronic means: Pursuant to the provisions of Articles 184 and 522 of the Consolidated Capital Companies Act, the shareholders entitled to attend can give a proxy to a shareholder or any other person (individual or legal entity) through remote electronic communication methods must follow the procedures and instructions to that effect given in the "2014 Ordinary General Meeting" area of said Corporate Website. In order to properly ensure the authenticity and integrity of the electronic communications, it is necessary to have a current electronic certificate in the terms established by the Electronic Signature Act 59/2003 of 19 December, issued by the Spanish Public Certification Authority (CERES) dependent on the public company FNMT-RCM (Spanish Royal Mint). The proxy granted in favour of a financial intermediary shall be subject to the provisions to this effect set out in Article 524 of the Consolidated Capital Companies Act. - Vote. The same as for delegation, the shareholder may exercise their right to vote in the General Meeting by the following means: (i) By post: To exercise the right to remote vote by these means, the shareholders must send the card obtained from the Company which is available on the Corporate Website or by completing the attendance card, issued on paper by the entity participating in IBERCLEAR where they have deposited their shares, delivering it at the registered office of the Company for the attention of the General Secretariat, duly completed and signed in the space reserved for the vote. 8

9 (ii) By electronic means: Pursuant to the provisions of Article 189, sections 2 and 3, and 182 of the Consolidated Capital Companies Act, the shareholders entitled to attend may also exercise their right to vote by electronic means, and must for such purpose follow the procedures and instructions to that effect given in the "2014 Ordinary General Meeting" area of said Corporate Website. In order to properly ensure the authenticity and integrity of the electronic communications, it is necessary to have a current electronic certificate in the terms established by the Electronic Signature Act 59/2003 of 19 December, issued by the Spanish Public Certification Authority (CERES) dependent on the public company FNMT-RCM (Spanish Royal Mint). The electronic voting and delegation services will be available to shareholders from the day 10 June 2014 inclusive. The remote vote or proxy by any of the above systems will not be valid unless it is received by the Company at least five days before the date set for the holding of the meeting on first call, therefore, before midnight on 20 June Shareholders who vote under the indicated terms will be considered present for the purposes of the constitution of the Meeting. The distance vote may only be set aside (i) by express subsequent revocation by the same means used to cast the vote within the period established for such voting, (ii) by attending the meeting of the shareholders who would have cast it or (iii) the sale of the shares whose ownership confers the right to vote, about which the Company is informed at least five days before the scheduled date of the General Meeting. PERSONAL DATA PROTECTION Personal data sent by the shareholders to the Company for the exercise of their attendance, proxy and voting rights at the General Meeting or to be provided by banks, companies and stockbrokers in which the shareholders have deposited their shares, through the entity legally authorized to keep the register of notes on account, log entries, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) will be processed (and stored in a file for which the Company is responsible) in order to manage the development, implementation and control of the existing shareholding relationship with regard to the calling and holding of the General Meeting. Shareholders will be able to exercise their right of access, rectification, cancellation and opposition in accordance with the provisions of Personal Data Protection Act 15/1999, of December 13, by written notice to the registered office of the Company, C/ Santa Engracia 120, edificio central, Madrid, for the attention of the Legal Department. Madrid, 21 May

10 Carlos Ulecia Palacios Vice Secretary of the Board of Directors 10