MELIÁ HOTELS INTERNATIONAL, S.A. Call for Ordinary General Shareholders Meeting Through a resolution of the Board of Directors of Meliá Hotels International, S.A., at its meeting on March 31, 2014, the shareholders were called to an Ordinary General Shareholders Meeting, to be held at the Convention Center of the Hotel Gran Meliá Victoria, located in Palma de Mallorca at Avenida Joan Miró, 21, at 1 p.m. on June 4, 2014 or, in the event it can not be validly held at first call due to the quorum legally necessary not being reached, through this announcement it is likewise called for June 5, 2014 on second call, at the same place and time, in accordance with the following AGENDA One.- Examination and approval, where applicable, of the Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow Statement and Report) and the Management Report of Meliá Hotels International, S.A. and its consolidated Group, all corresponding to the financial year closed on December 31, 2013. Two.- Application of the result of the financial year 2013 and distribution of dividends charged to unrestricted reserves. Three.- Examination and approval, where applicable, of the corporate management of the Board of Directors corresponding to the financial year 2013. Four.- Reelection, where applicable, of the members of the Board of Directors: 4.1.- Reelection as Director of Mr. Juan Arena of the Mora. 4.2.- Reelection as Director of Ms. María Amparo Moraleda Martínez. Five.- Determining of the number of members comprising the Board of Directors. Six.- Reelection of the Accounts Auditors of Meliá Hotels International, S.A. and its consolidated Group for the financial year 2014. Seven.- Amendment of certain precepts of the By-Laws of Meliá Hotels International, S.A. 7.1.- Amendment of article 3 of the By-Laws of Meliá Hotels International, S.A. ( Registered address ). 7.2.- Amendment of article 24 of the By-Laws of Meliá Hotels International, S.A. ( Calling and preparation of the General Shareholders Meetings ). Eight.- Amendment of article 6 of the Regulations of the General Shareholders Meeting of Meliá Hotels International, S.A. ( Publication of the calling ). 1
Nine.- Information on the issue of notes approved by the Board of Directors on September 9, 2013, by virtue of the power conferred by the General Shareholders Meeting held on June 1, 2011. Ten.- Advisory vote of the Annual Report on the Remuneration of the Directors. Eleven.- Delegating of powers to interpret, remedy, complement, develop, formalize and execute the resolutions adopted by the General Meeting. RIGHT TO INFORMATION As from the publication of the announcement of the call of the General Meeting, the shareholders are entitled to examine and obtain from the registered office (c/ Gremio Toneleros nº 24, E-07009-Palma de Mallorca), consult the web page of the Company (www.meliahotelsinternational.com) and request the delivery or free and immediate sending of the documents mentioned in all the points to be submitted to the approval of the General Meeting, including the full text of the Resolution proposals and obligatory reports, in particular the management report and auditing report, as well as the reports of the Board of Directors and of KPMG Auditores, S.L., Accounts Auditor different to that of the Company, issued in accordance with articles 414, 417 and 511 of the Capital Companies Act, in relation to the issue of convertible and/or exchangeable bonds approved by the Board of Directors on September 9, 2013. Moreover, the Annual Report on Corporate Governance approved by the Board of Directors on March 31, 2014, this call announcement, information on the number of shares and voting rights on the date of the call and the forms to be used for voting by proxy and distance voting are available to the shareholders at the registered office and on the web page of the Company. Pursuant to the provisions of articles 197 and 520 of the Capital Companies Act, up until the seventh day prior to the date of the Meeting or verbally while it is being held, the shareholders may ask the directors for any information or clarifications they might deem necessary or put in writing any questions they might deem relevant regarding the auditing report, the items on the agenda or the information available to the public provided by the Company to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) since the previous General Meeting. COMPLEMENT TO THE CALL AND SUBMISSION OF RESOLUTION PROPOSALS Pursuant to the provisions of article 519 of the Capital Companies Act, those shareholders representing at least five per cent of the share capital may ask for a complement to the call for the Meeting to be published, including one or more items of the agenda, provided that the new items are accompanied by justification or, where applicable, a justified resolution proposal. 2
Furthermore, those shareholders representing at least five per cent of the share capital may submit grounded resolution proposals for matters already included or which should be included on the agenda. Any exercise of these rights should be carried out through official notification to the Company to be received at the registered office (Gremio Toneleros, 24, E- 07009-Palma de Mallorca), within the five days following the publication of this call. The Company shall ensure the publication of these resolution proposals and any documentation which, where applicable, might be attached, on the web page of the Company (www.meliahotelsinternational.com), pursuant to the provisions of the law. SPECIAL INFORMATION INSTRUMENTS SHAREHOLDERS ELECTRONIC FORUM Pursuant to the provisions of article 539 of the Capital Companies Act, Meliá Hotels International, S.A. has enabled a Shareholders Electronic Forum which may be accessed through the web page of the Company (www.meliahotelsinternational.com), up until the General Meeting called herein is held. ATTENDANCE Pursuant to the provisions of article 22.2 of the By-Laws, the General Meeting may be attended by holders of at least 300 shares, which have been recorded in the corresponding Accounting Record five days before the date set for the Meeting, who are up to date with the payment of any share capital call and who keep at least the said number of shares until the Meeting is held. Attendance cards will be issued by the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), responsible for keeping the accounts records of the shares of the Company corresponding in each case. Such entities must send Meliá Hotels International, S.A., before the date set for the Meeting, a list of the cards they have issued at the request of their respective clients. The registration of attendance cards will commence one hour prior to the time set for the General Meeting. VOTING THROUGH DISTANCE MEANS AND PROXY (a) Voting through distance means Votes may be sent by mail (Gremio Toneleros, 24, E-07009-Palma de Mallorca), telefax (+34 971224515) or email (atencion.accionista@melia.com), by sending the Company (i) the corresponding attendance card issued by the said entities responsible for keeping the accounts records of the shares, completed in the section containing the distance voting form, attaching a copy of the national identity document or passport of the shareholder; or (ii) the 3
distance voting form available to the shareholders on the web page of the Company (www.meliahotelsinternational.com). (b) Representation Any shareholder entitled to attend the General Meeting may be represented therein by another person, complying with the requisites and formalities required under the By-Laws, the Regulations of the General Shareholders Meeting and, in any case, in accordance with the provisions of the law. The representation must be conferred specially for each Meeting and will always be revocable. The attendance in person at the Meeting of the shareholder represented will be deemed to be a revocation. Moreover, the delegation will always be revocable through the same means by which it was made. In the event of a public request for representation, the provisions of articles 186, 187 and 526 of the Capital Companies Act will apply. The appointment of the representative by the shareholder and the notification of the appointment to the Company as well as, where applicable, its revocation may be carried out by mail (Gremio Toneleros, 24, E-07009-Palma de Mallorca), telefax (+34 971224515) or email (atencion.accionista@melia.com), by sending the Company (i) the vote delegation form conferring the representation and, where applicable, voting instructions; or (ii) the corresponding attendance card issued by the entities responsible for keeping the accounts records of the shares of the Company, completed in the section containing the printed form for conferring representation and, where applicable, instructions for exercising the voting right, attaching a copy of the national identity document or passport of the shareholder and of the person designated as representative. The voting delegation form or card duly filled in and signed by the owning shareholder may also be presented to those responsible for recording the attendance, together with any documents evidencing the identity of the owning shareholder (copy) and the representative (original) by the designated representative physically attending the General Meeting, on the day and at the place of the General Meeting, before it starts. Such presentation shall have the effects of a notification for the purposes of the provisions of article 522 of the Capital Companies Act. The voting delegation form is available to the Shareholders on the web page of the Company (www.meliahotelsinternational.com). (c) Common provisions Any representations and votes received by mail, telefax or email, as well as the appointment and notification of the representative through electronic means, will be accepted providing they are received at least twenty-four (24) hours before the start of the General Meeting and comply with the requisites established, notwithstanding the provisions for the personal presentation of the attendance 4
card or voting delegation form by the representative to those responsible for recording attendance before the Meeting is held. The exercise of the distance voting rights and representation will be carried out pursuant to legal provisions and to those contained in the document on rights to information, distance voting and representation for the General Shareholders Meeting of Meliá Hotels International, S.A., available on the web page of the Company (www.meliahotelsinternational.com). PRESENCE OF A NOTARY Pursuant to the provisions of articles 203 of the Capital Companies Act and 29.3 of the By-Laws, the Board of Directors has agreed to request the presence of a Notary to attend and draw up the corresponding notarial record of the General Shareholders Meeting, which will be considered to be minutes of the Meeting. Therefore, the Meeting does not have to agree on the approval of the Minutes. DATA PROTECTION Any personal data that the shareholders might send to the Company to exercise their rights of attendance, delegation and voting at the General Meeting, or which are provided through banking institutions and companies and security agencies where the shareholders might have deposited their shares, through the entity legally qualified to keep a record of the book entries, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), will be processed and entered into a file for which the Company is responsible, for the purpose of managing the development, fulfillment and control of the shareholder relationship existing in respect of the call and holding of the General Meeting. The shareholders will have the possibility of exercising their rights to access, rectification, cancellation and opposition, pursuant to the provisions of Organic Law 15/1999, of December 13, on the Protection of Data of a Personal Nature, by writing to the registered office of the Company (Gremio Toneleros,24, E- 07009-Palma de Mallorca). In the event the shareholder should include on the attendance card, distance voting form or voting delegation form any personal data referring to other individuals, the shareholder must inform them of the points contained in the foregoing paragraphs and meet any other requisites which might be applicable for the correct assignment of the personal data to the Company, without the latter having to perform any additional action. ADDITIONAL INFORMATION For further information, please contact the shareholder care department, from 9 a.m. to 2 p.m., and from 4 p.m. to 7 p.m., on business days. Shareholder customer care number: +34 971 22 45 54. 5
Palma de Mallorca, April 16, 2014.- The Secretary of the Board of Directors, Luis María Díaz de Bustamante y Terminel. Luis Mª Díaz de Bustamante y Terminel, Director-Secretary of the Board of Directors of MELIÁ HOTELS INTERNATIONAL, S.A. 6