RESOLUTIONS APPROVED BY THE GENERAL SHAREHOLDERS MEETING June 23, 2016 Translation for information purposes only

Transcription

1 MELIÁ HOTELS INTERNATIONAL, S.A. RESOLUTIONS APPROVED BY THE GENERAL SHAREHOLDERS OF JUNE 23, 2016 List of resolutions approved by the Shareholders at the Ordinary General Shareholders' Meeting held in the Convention Centre at the Gran Meliá Victoria in Palma de Mallorca, Avda. Joan Miró 21, at 1pm on 23 June, 2016, in first calling, with the attendance of 325 shareholders holding shares, of which 34 shareholders holding attended in person and 291 shareholders holding shares were represented, and as a whole they represent 66,582 % of share capital with voting rights, and thus declared constitutionally valid, the following resolutions were approved: POINT ONE First proposal (1.1.): To approve, pursuant to the terms contained in the legal documentation published, the Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow Statement and Report) and the Management Report, Individual for Meliá Hotels International, S.A. as well as for the consolidated Group, corresponding to the financial year closed at December 31, 2015, verified by the accounts auditor of the Company, PricewaterhouseCoopers Auditores, S.L. Votes in favor Abstentions Second proposal (1.2.): To approve the corporate management of the Board of Directors of Meliá Hotels International, S.A. corresponding to the financial year Votes in favor Votes against Abstentions POINT TWO On the basis of the Individual Accounts, the Result of the Financial Year amounts to a negative figure of 27,079, Euros, which is proposed to be applied to Negative results from previous years. Distributing a gross dividend of 0.04 Euros per share of the Company in circulation with the right to receive it, charged to unrestricted reserves. The distribution of dividends is resolved pursuant to the provisions of Articles 273 through 276 of the Capital

2 Companies Act. Such dividend will be paid on July 19, 2016, acting the entity appointed by the Board of Directors of the Company as payment agent, through the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. ( Iberclear ) and in accordance with its legislation. Votes in favor Abstentions POINT THREE To ratify the appointment of Ms. Carina Szpilka Lazaro as an Independent Director by co-optation by the Board of Directors at its meeting held on February 25th, 2016, and reelect her, by proposal from the Appointments and Remuneration Committee for the statutory period of four years from the date of this agreement. In accordance with Article 529 duodecies of the Capital Companies Act, she shall be considered an Independent Director. Votes in favor Votes against Abstentions POINT FOUR To set the number of members of the Board of Directors of the Company at eleven (11), pursuant to the provisions of Article of the Capital Companies Act, Article 31.2 of the Company By-Laws and Article 8 of the Regulations of the Board of Directors. Votes in favor Abstentions POINT FIVE In accordance with the proposal made to the Board of Directors by the Auditing and Compliance Committee, the reelection as Accounts Auditor, for verification of the Annual Accounts and Management Report of the Company and the consolidated Group corresponding to the financial year 2016, of the firm PricewaterhouseCoopers Auditores, S.L., with registered address in E Madrid, Torre PwC, Paseo de la Castellana 259 B, Tax Identification Number B and registered in the Mercantile Registry of Madrid, sheet , page 75, volume 9267, book 8054,

3 section 3; and registered in the Official Registry of Accounts Auditors under number S0242. Empowering the Board of Directors with the specific and necessary powers, as broad as required and necessary in Law, including the power to, in turn, delegate them to any of its members, in order to proceed with the subscription, formalization and materialization with PricewaterhouseCoopers Auditores, S.L. of the corresponding Agreement on the exercise of the latter as Accounts Auditor of the Company, with the agreements, clauses, terms and conditions deemed convenient, as well as to make any pertinent amendments to it pursuant to the legislation in force at any given time. Votes in favor Votes against Abstentions POINT SIX To modify of Article 39-bis (Auditing and Compliance Committee) which will hereinafter be worded as follows: " ARTICLE 39 bis.- Auditing and Compliance Committee 39.bis. 1 Positions. The Auditing and Compliance Committee will be formed by at least THREE (3) and at most FIVE (5) members, non-executive Directors, appointed by the Board of Directors the majority of which shall be Independent External Directors and ONE (1) of them shall be appointed taking into consideration his knowledge and experience in accounting, auditing or both. Jointly, the members of the Committee shall have the relevant expertise in relation to the sector of activity to which the Company belongs. The Chairman of the Committee must be one of the Independent External Directors. The Chairman must be replaced every four years, and may be re-elected after a period one year after being replaced. Both the Chairman and the rest of the members of the Committee will be automatically replaced if they resign or are dismissed from their positions as members of the company Board of Directors and are not reinstated. A Committee Secretary may be appointed, a position which may be held by the Secretary of the Board of Directors, a Director that may or may not be a member of the Committee itself, or even one of the company executives. 39.bis. 2 Organisation and operations. The Auditing and Compliance Committee will meet at least once per quarter, and as many times as is deemed appropriate with regard to the needs of the company, as proposed by the Chairman of the Committee or on request from the majority of its members or from the Board of Directors. The responsibilities of the Auditing and Compliance Committee shall be those set forth in the Law, these Bylaws and the Regulations of the Board of Directors. 39. bis.3 Quorum and approval of resolutions. The Committee meeting will be considered valid on attendance, directly or via proxies, of at least half of its members, and will adopt resolutions approved by a majority of participants. Company by-laws on

4 the constitution and approval of resolutions by the Board of Directors will be applied to the Auditing and Compliance Committee with regard to any matters not expressly covered in this article. The Committee must report on all such resolutions and decisions to the Board of Directors. In case of a tie, the Chairman will wield a casting vote." Votes in favor Votes against Abstentions POINT SEVEN It has been informed about: A. The formalization of the Commercial Paper Programme ("Euro Commercial Paper Programme") of the maximum amount of Euro 300,000,000. B. The early redemption of the Issue of Convertible/Exchangeable Notes of Meliá Hotels International, S.A Being it merely informative, this point is not submitted to vote. POINT EIGHT It has been informed about the amendment and approval of the Consolidated Text of the regulations of the Board of Directors of Meliá Hotels International, S.A., agreed at its meeting on 26 November Being it merely informative, this point is not submitted to vote. POINT NINE To approve the Annual Report on the Remuneration of the Directors prepared by the Appointments and Remuneration Committee, and which was approved by the Board of Directors of Meliá Hotels International, S.A. in its session dated March 31, Motion approved, submitted to the Board in an advisory capacity, with large majority in favor with the following result: Votes in favor Votes against Abstentions POINT TEN

5 To approve, for the purposes provided in Article 529 novodecies of the Consolidated Text of the Capital Companies Act, and Article 37 of the Bylaws, after the proposal of the Appointments and Remuneration Committee, the Remuneration Policy for the Directors for the years 2016, 2017 and Votes in favor Votes against Abstentions POINT ELEVEN Approve a remuneration system consisting of a variable payment in cash, partially indexed to the share market price, for a maximum of 60 Directors of the Company, including any Executive Directors of the Company. This compensation system is adopted in accordance with the provisions of Article 37.2 of the Company Bylaws and Article 219 of the Company Law, with the aim of increasing the share value in the market, making the Directors of the Company responsible for success by also allowing them to participate in the benefits and risks of the shareholders. The total basic amount for the mentioned remuneration system amounts to a maximum of TEN MILLION EUROS ( 10,000,000.00). Period of the plan: 2016 to 2018 It is agreed that twenty percent (20%) of the base amount of the remuneration plan, i.e. TWO MILLION EUROS (2,000, ), is linked to variations of the share market price. This part of the remuneration system is structured according to the comparative differences in the percentage variations between the following: 1) The last quotation of 2015 year and the arithmetic mean of the daily closing share market price of Meliá Hotels International during the period between December 15, 2018 and February 15, 2019, both dates inclusive, and 2) The arithmetic mean of the evolution of the following two stock market indexes: (i) the Dow Jones STOXX EUROPE Travel & Leisure Index and (ii) Ibex 35 Index The calculation of the evolution of each index will be made following the same criteria as for Meliá Hotels International share market price. The amount of this part of the remuneration plan (20%) will be a hundred per cent (100%) payable when the comparative difference between the variations in price of Meliá Hotels International under 1) above and the average of the indexes included in the above numeral 2 is equal to ZERO (0). After that, the amount will be 100% plus the

6 difference upwards or downwards of the variation in price between Melia Hotels International established under the 1) above and the average of the indexes of numeral 2), with a floor or a minimum remuneration of 50% and a maximum variation of 150% of this part of the remuneration. If, during the period for calculating the final amount of the remuneration, an operation that may affect the calculation of number of shares in Meliá Hotels International for the valuation of the Company takes place, the factor linked to the change in price of Melia Hotels International will be adjusted to reflect the dilution effect. Votes in favor Votes against Abstentions POINT TWELVE Approve, according to article 37.1 of the Bylaws, the remuneration of the directors as their condition of members of the Board, a maximum and global amount of NINE HUNDRED THOUSAND EURO ( ), amount that will be applicable to 2016 year and will be in force until the General Shareholders Meeting decides so. The determination of the remuneration of each director corresponds to the Board of Directors that will take into consideration the functions and responsibilities of each director, their participation in the Committees of the Board, and any other objective circumstances that considers appropriate. Votes in favor Votes against Abstentions POINT THIRTEEN With regard to the resolutions of this General Shareholders Meeting and notwithstanding the empowerments included in the previous resolutions, it is resolved to delegate to Mr. Gabriel Escarrer Juliá, Chairman, and Mr. Gabriel Escarrer Jaume, Vice Chairman and Managing Director; Mr. Luis María Díaz de Bustamante y Terminel, Secretary-Director of the Board of Directors of the Company; and Mr. Juan Ignacio Pardo García, Vice Secretary non-director of the Board of Directors, the specific and necessary powers, jointly and severally and as broad as required and necessary in Law, to: (a) Interpret, clarify, complement, remedy, apply, complete, publicize, execute and develop the resolutions adopted in this Meeting; (b) To appear before Notaries and Registrars, public and private Organizations, Authorities and Civil Servants, Accounts Auditors, Securities Firms, Banks and

7 Bankers, making any representations deemed advisable, depositing and executing and signing any Deeds, Minutes, Accounts, Briefs, Agreements, Reports and documents, both public and private, that they deem necessary, even clarifying, correcting and rectifying them, totally or partially, according to the rating of the competent Registrars, Authorities and Civil Servants, so that the aforementioned resolutions are duly formalized and materialized, where appropriate, with the corresponding entry and deposit in the appropriate Registry. (c) To attach and, as appropriate transcribe the notarial Minutes of this Meeting to the Company Book of Proceedings; and (d) To issue any Certificates, even for clarification, corrective, rectification or supplemental purposes, totally or partially, as necessary for and on the preceding resolutions, and for their appropriate implementation. Votes in favor Abstentions