SOL MELIA S.A. Ordinary and Extraordinary Annual General Meeting

Transcription

1 SOL MELIA S.A. Ordinary and Extraordinary Annual General Meeting By agreement of the Board of Directors of Sol Meliá Sociedad Anónima, shareholders are invited to the Ordinary and Extraordinary Annual General Meeting at the Convention Centre at the Hotel Gran Meliá Victoria, Avda. Joan Miró 21, Palma de Mallorca, Balearic Islands (Spain) to be held, at first calling, on 2 June 2008, at 13:00 hours. If a lack of quorum prevents the Meeting coming to a valid conclusion, a second calling will be held on 3 June 2008 at the same time and same place. AGENDA One.- Review and approval, if appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account, and Annual Report) and Management Report for SOL MELIÁ S.A. and the Annual Accounts and Management Report for the Consolidated Group for the financial year ended 31 December Two.- Approval of the application of profits for financial year Three.- Review and approval, if appropriate, of the management by the Board of Directors during the Four.- Appointment of the external Accounts Auditor. Five.- Authorisation of the Board of Directors to agree a capital increase in accordance with article b) of Company Law, and delegation to the Board of Directors the exclusion of the right to preferred subscription, as established in article of the same Law, thus annulling the authorisation agreed upon at the Annual General Meeting held on 3 June Six.- Authorisation of the Board of Directors to issue fixed rate securities, convertible and/or exchangeable for shares in the Company within a period of five years from the agreement reached by the Meeting, to determine the conditions and means of conversion and/or exchange, with facultative powers to exclude the right to preferential subscription for shareholders and bondholders, to guarantee the issue by subsidiary companies and to increase capital by the amount required, thus annulling the authorisation agreed upon at the Annual General Meeting held on 3 June Seven.- Authorisation of the Board of Directors for the acquisition of shares in SOL MELIÁ S.A., directly or through controlled companies, within 18 months from the date of the agreement reached by the Meeting and ratification of the acquisitions made since the last Annual General Meeting, annulling, with respect to the part as yet unused, the authorisation agreed upon at the Annual General Meeting held on 3 June 2008.

2 Eight.- Ratification of the appointment by cooptation of Amparo Moraleda Martínez to the Board of Directors as an Independent Director, effected by the Board of Directors of SOL MELIA S.A. in session on 10 February 2009, after proposal by the Remuneration and Appointments Committee and in substitution of the vacancy created by the resignation of JOSÉ JOAQUÍN PUIG DE LA BELLACASA. Nine.- Ratification of the appointment by cooptation of Juan Arena de la Mora to the Board of Directors as an Independent Director, effected by the Board of Directors of SOL MELIA S.A. in session on 31 March 2009, after proposal by the Remuneration and Appointments Committee and in substitution of the vacancy created by the resignation of AILEMLOS. Ten.- Approval of the Merger Balance Sheet as of 31 December 2008, as foreseen in article 239 of Company law and verified by the company auditor. Eleven.- Approval of the Merger Project of 31 March 2009 prepared jointly by the company Board of Directors, as the absorbing company, and the administrative bodies of the respective companies to be absorbed. Twelve.- Approval of the Merger by absorption of HOTEL BELLVER S.A. (Sole Shareholder Company), DOCK TELEMARKETING S.A., (Sole Shareholder Company), PARQUE SAN ANTONIO S.A. (Sole Shareholder Company), LIFESTAR HOTELES ESPAÑA S.L. (Sole Shareholder Company), ALCAJAN XXI, S.L. (Sole Shareholder Company), APARTAMENTOS MADRID NORTE S.L. (Sole Shareholder Company), CREDIT CONTROL RIESGOS S.L. (Sole Shareholder Company),SOL MELIA TRAVEL S.A. (Sole Shareholder Company), y PLAYA SALINAS S.A. (Sole Shareholder Company), with the consequent winding up of the absorbed companies and the transfer in block of all of its assets and liabilities to SOL MELIÁ, S.A. Thirteen.- Modification of item 1 of article 33 ( Appointments to the Board of Directors ) of Company Bylaws to insert an age preference and eliminate the reference to the need for the two Vice Chairmen to be referred to jointly as Co-Vice Chairmen and exercise identical powers. Fourteen.- Delegation of powers to develop, formalise, make good and execute the Agreements adopted by the Annual General Meeting. Fifteen.- Reading and approval, if appropriate, of the Minutes of the Annual General Meeting.

3 MINIMUM INFORMATION ON THE MERGER PROJECT In accordance with the provisions of article of Company Law, the minimum included mentions in the Merger Projects are the following: 1.- Identification of the companies involved in the merger Absorbing company SOL MELIÁ, S.A., with registered office at Calle Gremio Toneleros, 24, Palma de Mallorca, registered in the Commercial Register in Mallorca-3, sheet 134, volume 1.377, page PM Absorbed companies HOTEL BELLVER S.A., Sole Shareholder Company with registered office at Paseo Marítimo 106 Palma de Mallorca, registered in the Commercial Register in Mallorca, PM 10178, Volume 551, Sheet 8. DOCK TELEMARKETING S.A., Sole Shareholder Company, with registered office at Calle Orense 81, Madrid, registered in the Commercial Register in Madrid, Sheet 37, volume 9458, 3 rd section. M PARQUE SAN ANTONIO S.A, Sole Shareholder Company, with registered office at Carretera de la Arenas s/n, Puerto de la Cruz. Registered in the Commercial Register in Tenerife, Volume 985, Sheet 125, Page TF LIFESTAR HOTELES ESPAÑA S.L., Sole Shareholder Company, with registered office at Calle Mauricio Legendre 16 de Madrid. Registered in the Commercial Register in Madrid, Volume 20826, Sheet 151, page M ALCAJAN XXI, S.L. Sole Shareholder Company, with registered office at Calle Gremio Toneleros 24, Palma de Mallorca. Registered in the Commercial Register in Mallorca, Volume 2222, Sheet 102 Page PM APARTAMENTOS MADRID NORTE S.L., Sole Shareholder Company, with registered office at Calle Mauricio Legendre 16, de Madrid. Registered in the Commercial Register in Madrid, Volume 24595, Sheet 1, Page M , 1 st inscription. CREDIT CONTROL RIESGOS S.L., Sole Shareholder Company, with registered office at Calle Gremio Toneleros 24, Palma de Mallorca. Registered in the Commercial Register in Mallorca, Volume 2067, Sheet 108, Page PM SOL MELIA TRAVEL S.A., Sole Shareholder Company, with registered office at calle Gremio Toneleros 42, Palma de Mallorca. Registered in the Commercial Register in Mallorca, Volume 1736, Sheet 14, Page PM 35040

4 PLAYA SALINAS S.A. (Sole Shareholder Company), with registered office at Carretera de la Arenas s/n, Puerto de la Cruz. Registered in the Commercial Register in Tenerife Volume 931, Sheet 62, page TF GENERAL DESCRIPCIÓN OF THE MERGER PROCESS a) The merger is in accordance with article 250 of Company Law, with the absorbing company being the direct shareholder of all of the shares or stakes in the sole shareholder companies being absorbed. b) The absorbing company will acquire the absorbed companies in block. The absorbed companies will be wound up immediately and all of their assets and liabilities will be incorporated by the absorbing company. c) In accordance with the provisions of article 250 of Company Law, it is not necessary to include in the current Project the information required in sections B) and c) of article 235 nor to increase the capital of the absorbing company nor compile a report from the Board of Directors of the companies involved in the mergers, nor a report from an independent expert on the merger project. The merger is part of a process which aims to consolidate the number of companies within the group to simplify its structure and reduce management costs. 3.- ACCOUNTING EFFECTS DATE For accounting purposes all transactions done by the absorbed companies will be considered as completed by SOL MELIÁ, S.A., who will also assume all of the risks, rights and obligations derived from those transactions, as of January 1, The Merger Balance, as foreseen in article 239 of Company Law, are those defined by the absorbing companies and absorbed companies as of 31 December RIGHTS There are neither shareholders of special class nor any holders of special rights other than the shares in any of the companies involved in the merger, nor are there shareholders of special class nor any holders of special rights other than the shares in the absorbed companies. As a consequence, neither rights nor options according to letter e) of article 235 of Company Law will be granted. 5.- BENEFITS SOL MELIÁ S.A. will not grant any form of favour to any of the administrators of any of the companies participating in the merger.

5 The SOL MELIÁ S.A. Shareholders Meeting that approves the merger will simultaneously approve the resolutions relevant to this merger project and any others that are agreed with the Administrators of the companies taking part in the merger. The merger project has been deposited in the corresponding Commercial Registers pertaining to the registered addresses of the companies taking part in the merger. DOCUMENTATION In accordance with the stipulations of articles 144, 212 and Company Law, from the moment that the Annual General Meeting is officially announced, shareholders have a right to examine and obtain at company headquarters, to view on the Company website ( and to request free delivery of the documents which, in relation to all of the items on the Agenda, will be subject to the approval of the Annual General Meeting, including the full text of the proposed Agreements and the mandatory reports. According to articles 238 and 240 of Company Law, from the date of the current notice, all shareholders, bondholders and all holders of special rights different from shares will have the right to examine at the registered office of the Company and ask for the delivery or free remittal of the following documents: a) Merger Projects presented by the administrative bodies of the absorbing and absorbed companies. b) The annual accounts and management reports corresponding to the last three fiscal years of the companies involved in the mergers, as well as the respective audit report when applicable. c) The merger balance sheet of each of the companies involved in the mergers as of 31 December 2008, accompanied where applicable by the verification by the Auditor of Accounts. d) The current By-laws of the companies involved in the mergers. e) The list with the name and surname (or corporate name), age and the nationality and address of the board members of the companies involved in both mergers as well as the dates from which they hold their respective positions. The documents indicated in article 238 of Company Law will be at the disposal of representatives of company employees at the registered headquarters of SOL MELIA, S.A. mentioned previously. Shareholders also have access to the Annual Report on Corporate Governance approved by the Board of Directors on 31 March 2009 at the registered headquarters of the company and on the company website. In accordance with the stipulations of article of Company Law, up until the day of the celebration of the Annual General Meeting shareholders may request from the

6 Company any information or explanation they consider necessary or present in writing any questions they consider appropriate in regard to the items on the agenda or the information available to the public provided by the Company to the Stock Market since the celebration of the most recent Annual General Meeting. ATTENDANCE In accordance with the stipulations of article 22.2 of the Company Bylaws, the Annual General Meeting may be attended by holders of three hundred (300) or more shares, and that have those shares registered in their name at the corresponding Register at least five (5) days prior to the celebration of the Annual General Meeting, and that are up to date with the payment of calls on share capital and that retain at least the mentioned number of shares until the date the Annual General Meeting is held. Attendance passes will be issued by the Entities associated to the corresponding Security Clearing Service in each case. These Entities must send to Sol Meliá Sociedad Anónima prior to the date of the Annual General Meeting a list of the passes that have been issued on request from their clients. The registration of attendance passes will begin one hour before the scheduled commencement of the Annual General Meeting. Company Bylaws also allow the grouping of shares and the delegation of representational rights to a third party to attend the Annual General Meeting. PRESENCE OF A NOTARY The Board of Directors has requested the presence of a Notary to write up the Minutes of the Annual General Meeting. ADDITIONAL INFORMATION For further information, please call our Shareholder Direct Line from 09:00 to 14:00 and 16:00 to 19:00 hours, Monday to Friday. Shareholder Direct Line: Palma de Mallorca, 24 April The Secretary to the Board of Directors, José María Lafuente López.