SOL MELIA S.A. ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING MINUTE 1 JUNE 2010

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1 SOL MELIA S.A. ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING MINUTE 1 JUNE 2010 ITEM ONE Review and approval, if appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in Net Equity, Cash Flow Statement 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 Approve the Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Changes in Net Equity, Cash Flow Statement and Annual Report) both Individually for SOL MELIÁ S.A. and also for the Consolidated Group for the financial year ended 31 December 2009 and verified by the Company auditor, PRICEWATERHOUSECOOPERS, S.L. Approved with a vote in favour by the owners of 152,283,952 shares, votes against by the owners of 100,000 shares and abstention by the owners of 200 shares. ITEM TWO Approval of the application of profits for financial year With regard to the Individual Accounts there is a negative result of FORTY-EIGHT MILLION, EIGHT HUNDRED AND NINETY-NINE THOUSAND, FIVE HUNDRED AND SIXTY-THREE EUROS AND NINETY-NINE CENTS (48,899, ) which it is proposed be applied to negative results in previous years. It is agreed the distribution of a net dividend of per share, to be charged to voluntary reserves and to be paid out on 1 July 2010 by the entity designated by the Company Board of Directors in accordance with the regulations defined by the Management Company for Registration, Compensation and Liquidation of Securities ( Iberclear ).

2 Express mention is made of the fact that the receipt of the above-mentioned amount will only be due to those persons eligible at that date, in accordance with the Iberclear Accounts Registers and Participating Entities. Approved with a vote in favour by the owners of 152,384,152 shares, votes against by the owners of 0 shares and abstention by the owners of 0 shares. ITEM THREE Review and approval, if appropriate, of the management by the Board of Directors during the In view of the Management Report presented by the Board, to approve without any type of reserve, the management by the Board of Directors during financial year Approved with a vote in favour by the owners of 152,065,248 shares, votes against by the owners of 318,704 shares and abstention by the owners of 200 shares. ITEM FOUR Renewal of Directors 1. Renewal of D. Gabriel Escarrer as Executive Director 2. Renewal of D. Juan Vives Cerdá as Dominical Executive Director 3. Renewal of Caja de Ahorros del Mediterráneo as Dominical Executive Director 4. Renewal of D. Alfredo Pastor Bodmer as Independent Executive Director 1. Renew the Director of the Board status of Gabriel Escarrer Julià, for the statutory period of five years as Executive Director. Gabriel Escarrer Julià will continue to occupy the position of Chairman of the Board of Directors. Approved with a vote in favour by the owners of 145,040,469 shares, votes against by the owners of 7,343,483 shares and abstention by the owners of 200 shares. 2

3 2. Renew the Director of the Board status of Juan Vives Cerdà for the statutory period of five years as External Director. Approved with a vote in favour by the owners of 144,770,952 shares, votes against by the owners of 7,613,000 shares and abstention by the owners of 200 shares. 3. Renew the Director of the Board status of CAJA DE AHORROS DEL MEDITERRÁNEO for the statutory period of five years as External Director, represented on the Board of Directors by Armando Sala Lloret. Approved with a vote in favour by the owners of 145,033,896 shares, votes against by the owners of 7,350,200 shares and abstention by the owners of 200 shares. Proposal 4: Renew the Director of the Board status of Alfredo Pastor Bodmer for the statutory period of five years as Independent External Director. Approved with a vote in favour by the owners of 145,643,903 shares, votes against by the owners of 6,740,049 shares and abstention by the owners of 200 shares. ITEM 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 2 June Authorise the Board of Directors to agree a capital increase, without prior approval from the Annual General Meeting, up to a maximum amount of EIGHTEEN MILLION, FOUR HUNDRED AND SEVENTY-SEVEN THOUSAND, SIX HUNDRED AND SEVENTY- SEVEN EUROS (18,477,677 euros) within a period of five years from today. Such capital increase or increases should be executed according to the terms and conditions established in the full text of proposals. Approved with a vote in favour by the owners of 151,579,678 shares, votes against by the owners of 804,474 shares and abstention by the owners of 0 shares. 3

4 ITEM 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 2 June Authorise the Board of Directors, as stated in Article 319 of the Regulations of the Company Register, on the issue of securities, the power to issue fixed, rate, convertible and/or exchangeable securities, in line with the terms and conditions established in the full text of proposals. The current authorisation annuals the authorisation to issue securities convertible and/or exchangeable for Company shares conferred to the Board of Directors at the General Shareholders Meeting on 2 June 2009, in regard to the period of the authorisation yet to be completed. Approved with a vote in favour by the owners of 152,135,664 shares, votes against by the owners of 248,488 shares and abstention by the owners of 0 shares. ITEM 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 2 June Authorise the Board of Directors to buy and sell Company treasury up to the limits allowed by the Law, according to the terms and conditions established in the full text of proposals. The current authorisation annuls the authorisation conferred upon the Board of Directors and subsidiaries to acquire treasury shares made at the General Shareholders Meeting of 2 June Approved with a vote in favour by the owners of 137,911,179 shares, votes against by the owners of 14,454,269 shares and abstention by the owners of 18,704 shares. 4

5 ITEM EIGHT Information about the Corporate Bond Issue approved by the Board of Directors in the extraordinary session on November 4 by virtue of the power granted in the General Shareholders Meeting held on June 2, The Board of Directors of Sol Meliá in its meeting of 4 November 2009, making use of the authorisation granted by the Ordinary and Extraordinary General Shareholders Meeting held on 2 June 2009, approved the issue of convertible notes which may be exchanged for shares in the company. In a later session held 25 November 2009, the Board of Directors of Sol Meliá approved the convertibility of the notes, the waiving of re-emption rights for company shareholders and a capital increase to attend to the convertibility obligations approved by the Board of Directors of Sol Meliá on the same date. On 18 December 2009, the Public Deed for the issue of convertible notes for an amount of two hundred million Euros ( ) was registered with the Mercantile Registry of Palma de Mallorca. On that same date the notes were admitted to trading on the unofficial and unregulated market of the Luxembourg Stock Exchange's Euro MTF Market. The report prepared on 25 November 2009 by the Board of Directors, as required by articles 292 and 293 of Revised Company Law, and the report prepared by Deloitte, S.L., as independent experts, are available for shareholders on the company website ( The most important terms and conditions of the Issue of Convertible Notes by Sol Meliá, S.A., are as follows: 5

6 Main Terms and Conditions of the Issue Issuer Securities issued Initial amount Greenshoe option Sol Meliá, S.A. Convertible notes 175,000,000 Euros 25,000,000 Euros Total issue amount 200,000,000 Underlying securities Nominal value Shares in Sol Meliá, S.A. 50,000 Euros Issue price Par (100%) Conversion price 100% of the nominal value Issue date 18 December 2009 Conversion date 18 December 2014 (5 years) Interest rate 5.00 % annually, payable semi-annually (on 18 June and 18 December each year) Issue guarantee Initial conversion price Conversion rights The issue is guaranteed by the assets of the Issuer Euros per Ordinary Share, subject to certain adjustments under certain circumstances normal in such operations. From 28 January 2010 to the close of business on the date falling seven Trading Days prior to the Final Maturity Date (both inclusive). The company may meet the conversion of the notes by issuing new shares, using existing shares, in cash, or with a combination of cash and existing and/or new shares. 6

7 Main Terms and Conditions of the Issue Redemption at the Option of the Issuer On giving not less than 30 nor more than 90 day s notice to the Noteholders, the Issuer may redeem all of the Notes at the principal amount, together with accrued and unpaid interest to such date: (a) at any time on or after 2 January 2013, if the Aggregate Value of a Note on at least 20 Trading Days in any period of 30 consecutive Trading Days, exceeds 65,000 euros on such Trading Day, or (b) if, conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 90% or more in nominal amount of the Notes originally issued. Redemption at the option of the Noteholder Applicable law Payment, Transmission and Conversion agent Commissioner for the Syndicate of Noteholders Noteholders will have the right to require the Issuer to redeem that Note for its principal amount, together with accrued interest to date if any of the events defined in the Issue Offering Circular (change of control of the Issuer or important reduction in the free float). English law, other than the rules on the constitution and operations of the syndicate of Noteholders and the appointment of the Syndicate Commission which are governed by Spanish law. Deutsche Bank AG, London Branch Deutsche Bank, S.A. 7

8 Main Terms and Conditions of the Issue Insurance and Placement agents CALYON and Deutsche Bank AG, London Branch This item is not subject to approval by the Meeting and is only included for informational purposes. ITEM NINE Delegation of powers to develop, formalise, make good and execute the Agreements adopted by the Annual General Meeting. Approval all members of the Company Board of Directors so that any of them may granted in public deed the resolutions adopted by this General Shareholders Meeting. Approved with a vote in favour by the owners of 152,383,952 shares, votes against by the owners of 0 shares and abstention by the owners of 200 shares. ITEM TEN Reading and approval, if appropriate, of the Minutes of the Annual General Meeting. Given that Mr. Miguel Mulet Ferragut, Official Notary of the Balearic Islands, is present and will prepare a Notarial Certificate which will be considered the Minutes of the Shareholders' Meeting, the Minutes will not be read or approved. 8