Notice of Call of the Ordinary General Shareholders Meeting

Transcription

1 MELIÁ HOTELS INTERNATIONAL, S.A. Notice of Call of the Ordinary General Shareholders Meeting By resolution of the Board of Directors of Meliá Hotels International, S.A., at its meeting of March 26, 2015, the shareholders are called to the Ordinary General Shareholders Meeting which will be held, at the Convention Center of the Hotel Gran Meliá Victoria, located in Palma de Mallorca, at Avenida Joan Miró no. 21, at thirteen hundred hours, on June 4, 2015, or, in the event it cannot be validly held at first call due to the legally required quorum not being reached, it is hereby also called for June 5, 2015 at second call, in the same place and at the same 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 Annual Report) and Management Report of Meliá Hotels International, S.A. and of its Consolidated Group, all of this relating to the financial year ended December 31, TWO.- Application of the result of the financial year 2014 and distribution of dividends charged to unrestricted reserves. THREE.- Examination and approval, where applicable, of the corporate management of the Board of Directors for the financial year FOUR.- Reelection, where applicable, of members of the Board of Directors Reelection as Director of Mr. Gabriel Escarrer Juliá Reelection as Director of Mr. Juan Vives Cerdá Reelection as Director of Mr. Alfredo Pastor Bodmer. FIVE.- Determination of the number of members who form the Board of Directors. SIX.- Reelection of the Auditors of Meliá Hotels International, S.A. and of its consolidated Group for the financial year SEVEN.- Amendment of certain provisions of the Corporate Bylaws of Meliá Hotels International, S.A.: Article 6 ( Account entries ) Article 7 ( Accounting Register of Shares and Register of Shareholders ) Article 8 ( Legitimation of Shareholders ) Article 9 ( Membership status ) Article 19 ( Preference shares ) Article 20 ( Bonds ) Article 21 ( Corporate bodies ) Article 22 ( The General Shareholders Meeting ) Article 24 ( Calling and preparation of the General Shareholders Meeting ) Article 25 ( Representation to attend the General Shareholders Meeting ). 1

2 Article 26 ( Designation of positions at the General Shareholders Meeting ) Article 27 ( Development of the General Shareholders Meeting ) Article 28 ( Majorities for the approval of resolutions ) Article 29 ( Minutes of the General Shareholders Meeting ) Article 30 ( Powers of the General Shareholders Meeting ) Article 31 ( Structure and appointments to the Board of Directors ) Article 32 ( Term of office and renewal ) Article 33 ( Appointments to the Board of Directors ) Article 35 ( Operation of the Board of Directors ) Article 36 ( Performance of duties ) Article 37 ( Remuneration of Directors ) Article 38 ( Delegation of Powers ) Article 39 bis ( Audit and Compliance Committee ) Article 42 ( Annual accounts ) Article 43 ( Approval and deposit of Annual Accounts ) Article 45 ( Censure and verification of Annual Accounts ) Article 46 ( Reasons for winding-up ) Article 47 ( Liquidation of the Company ) st Additional Provision ( Resolution of conflicts ) nd Additional Provision ( Referral ) Incorporation of a new Article 39 Ter ( Appointments and Remuneration Committee ). EIGHT.- Amendment of certain provisions of the Regulations of the General Shareholders Meeting of Meliá Hotels International, S.A.: Article 1 ( Object ) Article 2 ( General Shareholders Meeting ) Article 3 ( Powers of the General Shareholders Meeting ) Article 5 ( Power and obligation to call ) Article 6 ( Publication of the calling ) Article 7 ( Right to information prior to the celebration of the General Shareholders Meeting ) Article 8 ( Attendance ) Article 9 ( Representation at the General Shareholders Meeting ) Article 11 ( Extension and suspension of the General Shareholders Meeting ) Article 13 ( Constitution of the General Shareholders Meeting ) Article 14 ( Board of the General Shareholders Meeting ) Article 16 ( Proceedings of the General Shareholders Meeting ) Article 17 ( Voting on the proposed resolutions ) Article 18 ( Approval of resolutions ) Elimination of the current Preamble of the Regulations of the General Shareholders Meeting. NINE.- Information regarding the cancellation of the issue of convertible and/or exchangeable bonds of Sol Meliá, S.A., TEN.- Authorization for the Board of Directors to approve a capital increase in accordance with Article b) of the Companies Act, and delegation of 2

3 authority to the Board to exclude the preemptive right in accordance with the provisions of Article 506 of said Act, annulling the authorization granted by the Fifth Resolution of the Ordinary and Extraordinary General Shareholders Meeting held on June 1, ELEVEN.- Delegation to the Board of Directors, under the provisions of Article 319 of the Commercial Registry Regulations, of Title XI of the Companies Act and all other regulations regarding the issue of bonds, of the power to issue fixed-income securities, convertible into and/or exchangeable for shares of the Company, within a period of five years from the resolution of the General Shareholders Meeting, determination of the rules and forms of the conversion and/or exchange, conferring powers to exclude the preemptive right of shareholders and bondholders, to guarantee issues of subsidiaries and a capital increase in the necessary amount, annulling the authorization granted by the Sixth Resolution of the Ordinary and Extraordinary General Shareholders Meeting held on June 1, TWELVE.- Authorization to the Board of Directors for the acquisition of shares of MELIÁ HOTELS INTERNATIONAL, S.A., directly or through controlled companies, within a period of five years from the resolution of the General Shareholders Meeting and ratification of the acquisitions made since the last General Shareholders Meeting, annulling, in relation to the part not yet used, the authorization granted by the Seventh Resolution of the Ordinary and Extraordinary General Shareholders Meeting held on June 1, THIRTEEN.- Consultative approval of the Annual Report on Directors Remuneration. FOURTEEN.- Delegation of powers to interpret, correct, supplement, develop, formalize and execute the resolutions adopted by the General Shareholders Meeting. RIGHT TO INFORMATION. From the publication of the notice of call of the General Shareholders Meeting onwards, the shareholders are entitled to examine and obtain at the registered office (C/ Gremio Toneleros no. 24, E Palma de Mallorca), to consult on the Company s web page ( and to request the immediate delivery or dispatch free of charge of the documents referred to in all the points which are going to be submitted for the approval of the General Shareholders Meeting, including the full text of the proposed Resolutions and of the mandatory reports, in particular the management report and the audit report as well as the reports of the Board of Directors. Also available to the shareholders, at the registered office and on the Company s web page, are the Annual Report on Corporate Governance approved by the Board of Directors at its meeting on March 26, 2015 for the year 2014, this notice of call, the information regarding the number of shares 3

4 and voting rights on the date of the call and the forms which must be used for voting by proxy and distance voting. In accordance with the provisions of Articles 197 and 520 of the Companies Act, until the fifth day prior to that set for the General Shareholders Meeting or verbally while such meeting is being held, the shareholders may request from the directors the information and explanations which they consider necessary or draw up in writing the questions which they consider relevant, concerning the audit report, the matters included in the agenda or the information available to the public which has been supplied by the Company to the National Securities Markets Commission since the last General Shareholders Meeting was held. SUPPLEMENT TO THE NOTICE OF CALL AND SUBMISSION OF PROPOSED RESOLUTIONS. In accordance with the provisions of Article 519 of the Companies Act, shareholders who represent at least three per cent of the share capital may request the publication of a supplement to the notice of call of the General Shareholders Meeting, including one or more points on the agenda, provided that the new points are accompanied by a justification or, where applicable, by a justified proposed resolution. In addition, shareholders who represent at least three per cent of the share capital may submit reasoned proposals for a resolution on matters already included or which should be included in the agenda. These rights must be exercised by means of due notification to the Company which must be received at the registered office (C/ Gremio Toneleros no. 24, E Palma de Mallorca), within five days from the publication of this notice of call. The Company shall ensure the circulation of these proposed resolutions and of the documentation which may be attached, on the Company s web page ( in accordance with the provisions of the law. SPECIAL INFORMATION INSTRUMENTS SHAREHOLDERS ELECTRONIC FORUM. In accordance with the provisions of Article 539 of the Companies Act, Meliá Hotels International, S.A. has established a Shareholders Electronic Forum which may be accessed on the Company s web page ( up to the holding of the General Shareholders Meeting hereby called. ATTENDANCE. In accordance with the provisions of Article 22.2 of the Corporate Bylaws, the General Shareholders Meeting may be attended by holders of at least 300 shares, which they have registered in the relevant Accounting Register, five days prior to the date set for the holding of the General Shareholders Meeting, who are up to date with the payment of capital calls and who maintain at least 4

5 the above-mentioned number of shares up to the holding of the General Shareholders Meeting. Attendance cards shall be issued by the relevant participating entities in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), in charge of keeping the accounting register of shares of the Company in each case. Such entities must send to Meliá Hotels International, S.A., before the date established for the General Shareholders Meeting, a list of the cards which have been issued at the request of their respective clients. The recording of attendance cards shall commence one hour before the time set for the General Shareholders Meeting. VOTING BY DISTANCE COMMUNICATION AND BY PROXY. (a) Voting by means of distance communication: Votes may be sent by postal mail (C/ Gremio Toneleros no. 24, E Palma de Mallorca), fax ( ) or electronic mail (atencion.accionista@melia.com), by sending to the Company (i) the relevant attendance card issued by the above-mentioned entities in charge of keeping the accounting register of the Company s shares, completed in the section which contains the distance voting formula, attaching a copy of the shareholder s national identity document or passport; or (ii) the distance voting form which is available to the shareholders on the Company s web page ( (b) Proxy: All shareholders who are entitled to attend the General Shareholders Meeting may be represented at the meeting by another person, by observing the requirements and formalities imposed in the Bylaws, in the Regulations of the General Shareholders Meeting and, in any event, in accordance with the statutory provisions. The proxy shall be specifically granted for each General Shareholders Meeting and is revocable at all times. Personal attendance at the General Shareholders Meeting by the person represented shall constitute revocation. In addition, the proxy shall be revocable at all times by the same means as it has been granted. In the event of a public request for representation the provisions of Articles 186, 187 and 526 of the Companies Act shall be observed. The appointment of a representative by the shareholder and the notification of the appointment to the Company, as well as, where applicable, the revocation thereof, may be exercised by postal mail (C/ Gremio Toneleros no. 24, E Palma de Mallorca), fax ( ) or electronic mail (atencion.accionista@melia.com), by sending to the Company (i) the proxy form in which the representative authority and, where applicable, the voting 5

6 instructions are granted; or (ii) the relevant attendance card issued by the entities in charge of keeping the accounting register of the Company s shares, completed in the section which contains the printed form to grant the proxy and, where applicable, with the instructions on how to exercise the voting right, attaching a copy of the national identity document or passport of the shareholder and of the person designated as representative. The card or proxy form duly completed and signed by the shareholder may also be presented to the personnel in charge of the attendance record, together with the documents proving the identity of the shareholder (copy) and of the representative (original), by the representative designated to physically attend the General Shareholders Meeting, on the day and at the venue of the General Shareholders Meeting, before the meeting commences. This presentation shall have the effects of notification for the purposes of the provisions of Article 522 of the Companies Act. The proxy form is available to the Shareholders on the Company s web page ( (c) Common provisions: Proxies and votes received by postal mail, fax or electronic mail as well as the appointment and notification of the representative by electronic means shall be admitted provided that they are received at least twenty-four (24) hours prior to the commencement of the General Shareholders Meeting and they comply with the stipulated requirements, without prejudice to the instructions for the personal presentation of the attendance card or the proxy form by the representative to the personnel in charge of the record of attendance prior to the holding of the General Shareholders Meeting. Distance voting rights and proxies shall be exercised in accordance with the statutory provisions and the provisions contained in the document on rights to information, distance voting and proxies for the General Shareholders Meeting of Meliá Hotels International, S.A., available on the Company s web page ( PRESENCE OF A NOTARY. In accordance with the provisions of Article 203 of the Companies Act and Article 29.3 of the Corporate Bylaws, the Board of Directors has decided to request the presence of a Notary to attend and draw up the relevant notarial record of the Shareholders Meeting, which shall be considered as Minutes of the General Shareholders Meeting, for which reason it is not appropriate for the General Shareholders Meeting to approve the Minutes. DATA PROTECTION. Any personal data which the shareholders send to the Company for the exercise of their rights of attendance, to grant a proxy and to vote at the General Shareholders Meeting or which may be provided by banking institutions 6

7 and securities brokers and broker-dealers with which such shareholders have deposited their shares, through the entity legally authorized to keep the book entries, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), shall be processed and included in a file of which the Company is controller for the purpose of managing the conduct, fulfillment and control of the shareholding relationship existing in relation to the calling and holding of the General Shareholders Meeting. Shareholders shall have the possibility to exercise their right of access, rectification, cancelation and opposition, in accordance with the provisions of Data Protection Act 15/1999, of December 13, by written notification addressed to the Company s registered office (C/ Gremio Toneleros no. 24, E Palma de Mallorca). If in the attendance card, the distance voting form or the proxy form the shareholder includes personal data relating to other natural persons, the shareholder must inform them of the items contained in the previous paragraphs and obtain their consent, and comply with any other requirements which may be applicable, for the correct transfer of the personal data to the Company, and the latter must not carry out any additional action. ADDITIONAL INFORMATION For further information contact by telephone the shareholder s service number, from nine to fourteen hundred hours and from sixteen to nineteen hundred hours (09:00 to 14:00 and 16:00 to 19:00), on working days. Shareholder s service number: Palma de Mallorca, April 21, 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. 7