81 CORPORATE GOVERNANCE 16 ANNEX I CORPORATE GOVERNANCE ANNUAL REPORT LISTED PUBLIC LIMITED COMPANIES ISSUING COMPANY’S IDENTIFYING DATA: Financial year 2004 TAX IDENTIFICATION CODE NO.: A28027944 CORPORATE NAME: NH HOTELES S.A. REGISTERED OFFICE: Santa Engracia, 120 - 28003 - Madrid - ESPAÑA

82 MODEL CORPORATE GOVERNANCE ANNUAL REPORT OF LISTED PUBLIC LIMITED COMPANIES For a better understanding of the model and subsequent preparation thereof, the instructions provided at the end of this report for completing the form should be read. A. OWNERSHIP STRUCTURE A.1. Complete the following chart on the company’s corporate capital: Date of last modification Corporate capital (€) Number of shares 15-09-2000 239,065,796,00 119,532,898 If there are different classes of share, this should be indicated in the following chart: Class Number of shares Unit face value A.2. Give details of the direct and indirect shareholders of significant stakes at the closing of the financial year, excluding board members: (*) Through: Indicate the most significant movements in the shareholder structure during the financial year: A.3. Complete the following charts on the members of the company’s board of directors who own shares in the company: (*) Through: Complete the following charts on those members of the company’s Board of Directors who are in possession of rights over the company’s shares: A.4. Indicate, when applicable, any relations of a family, commercial, contractual or company nature that may exist between the holders of significant stakes, to the extent that they are known by the company, except when they are of little importance or result from ordinary draft or commercial trade: Shareholder’s Name Number of Number of Total % of or Corporate Name direct shares indirect shares (*) corporate capital ALAZAN INVERSIONES 2001 SIMCAV SA 6,071,794 0 5.080 ANGELINI FRANCESCO 0 6,263,343 5.240 CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID 0 5,976,644 5.000 CORPORACION FINANCIERA CAJA DE MADRID SA 5,976,644 0 5.000 GRUPO INVERSOR HESPERIA SA 6,000,551 0 5.020 KEBLAR DE INVERSIONES SIMCAV SA 6,201,791 0 5.188 ORTEGA GAONA AMANCIO 0 12,273,585 10.268 FINAF 92, S.A. 6,263,343 0 5.240 Shareholder’s Name Date of or Corporate Name transaction Description of the transaction HOTELES PARTICIPADOS, S.L. 29-04-2004 Exceeded 5% of the share capital GRUPO INVERSOR HESPERIA SA 26-04-2004 Exceeded 5% of the share capital Name or Corporate Name Number of % of of the direct owner of the stake direct shares corporate capital FINAF, 92,S.A. 6,263,343 5.240 CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. 5,976,644 5.000 KEBLAR DE INVERSIONES SIMCAV, S.A. 6,201,791 5.188 ALAZAN INVERSIONES 2001, SIMCAV, S.A. 6,071,794 5.080 Total: 24,513,572 Director’s Name Date   Date   Number Number Total % of or Corporate of first of last of direct of indirect    corporate Name appointment   appointment shares shares (*) capital BANCAJA 27-06-2002 27-06-2002 5,977,027 1,342,671 6.124 BURGIO, GABRIELE 13-01-1993 28-04-2003 1,508,010 0 1.262 BLANCO BALÍN JOSÉ RAMÓN 15-01-1993 28-04-2003 23,800 13,400 0.031 HERRANDO PRAT DE LA RIBA MANUEL 13-07-1992 28-04-2003 3,027 0 0.003 RODRÍGUEZ DOMÍNGUEZ, MIGUEL    29-04-2004 20-04-2004 3,000 0 0.003 HOTELES PARTICIPADOS SL 29-04-2004 29-04-2004 6,137,842 0 5.135 MERRY DEL VAL GRACIE, ALFONSO 18-03-1997 28-04-2003 100 0 0.000 ROMERO GARCÍA, LUIS F. 26-11-1996 28-04-2003 1,000 1,000 0.002 AMAT ROCA, MATÍAS 23-07-2004 23-07-2004 50 0 0.000 Name or Corporate Name Number of of the direct owner of the stake direct shares SBB PARTICIPACIONES, S.L. 1,342,671 VILLAR CANOVAS, AMPARO 6,400 BLANCO VILLAR, ELENA 3,500 BLANCO VILLAR, RAMÓN 3,500 CREFICA, S.A. 1,000 Total: 1,357,071 Total % of corporate capital in possession of the Board of Directors 12.560 Director’s   Number of Number of Number of Total % name or direct option indirect option equivalent of corporate corporate name rights rights shares capital BURGIO, GABRIELE 617,189 0 617,189 0.516 Related names or corporate names Type of relationship Brief description

83 A.5. Indicate, when applicable, any relations of a commercial, contractual or company nature that may exist between the holders of significant stakes and the company, except when they are of little importance or result from ordinary draft or commercial trade: Related names or Type of relationship Brief description corporate names A.6. Indicate any para-company agreements reached between shareholders that may have been notified to the company: Intervening parties in the % of corporate Brief description para-company agreement capital affected of the agreement Indicate, when applicable, agreed actions between shareholders of the company and which are known by the company: Intervening parties in the % of corporate Brief description agreed action capital affected of the agreed action In the event that there has been a change in or severance of such agreements or agreed actions during the financial year, this should be expressly indicated. A.7. Indicate whether or not a natural or corporate person exists which exercises or may exercise control over the company, in accordance with section 4 of Spain’s Securities Market Law: Name or corporate name Remarks A.8. Complete the following charts on the company’s treasury stock: As at the date of the closing of the financial year: Number of Number of Total % of direct shares indirect shares (*) corporate capital 50,000 4,400,000 3.723 (*) Through: Name or corporate name Number of direct shares of the direct owner of the stake DEUTSCHE BANK, A.G. 4,400,000 Total: 4,400,000 Provide details of significant variations, as per the provisions of Royal Decree 377/1991, made during the financial year: Date Number of Number of Total % of direct shares indirect shares corporate capital 22-09-2004 1,421,750 0 1.189 30-12-2004 781,680 0 0.654 Results obtained in the financial year from treasury stock transactions (in thousands of euros) 1,029 A.9. Provide details of the conditions and term(s) of the authorization(s) of the general meeting of shareholders to the board of directors to carry out the purchases or transfers of own shares described in section A.8. The General Meeting of Shareholders held on 29th April 2004 authorized the Board of Directors, for a term of 18 months, to take as a pledge and/or to purchase, directly or indirectly, its own shares, through their purchase on an official secondary market and for a price that is neither below their nominal value nor above their quoted value at the moment of the purchase, without the face value of the purchased shares, together with that of those taken as a pledge, being able to exceed 5 per cent of the total corporate capital at any moment. The Board of Directors is expressly empowered to freely dispose of the shares purchased by virtue of the aforementioned authorization, for the purpose, as and when applicable, of complying with the commitments acquired under “Remuneration systems with the handing over of stock options” or “referenced to the stock’s quoted value”, the introduction of which in the company has been the object of the mandatory approvals. A.10. Indicate, when applicable, any legal or statory limitations on the exercising of voting rights and any legal limitations on the purchase or transfer of stakes in the corporate capital: In accordance with the provisions of Article 15 of the Articles of Association, each share gives the right to one vote, there being no legal or statutory limitations on the free transfer of shares. Without prejudice to the foregoing and as established in the aforesaid Article, no shareholder, regardless of the number of shares of which it is the owner, may issue more votes than those corresponding to 10% of the issued shares with a right to vote. This limitation shall not apply in those General Meetings in which, in accordance with the list of attendants, a shareholder, whether present or represented at the Meeting, is the owner of more than 75% of the issued shares with a right to vote. For the purpose of the foregoing paragraph, companies belonging to the same group, as per the provisions of article 42 of the Commercial Code, shall have the consideration of a single shareholder. Taking into account the fact that the corporate capital of NH Hoteles, S.A. is made up of bearer shares, the provisions of sections 9 and following of Spain’s Securities Market Law 24/1988, of 28th July, and similar legislation shall apply for all matters relating to the transfer of shares. This is also incorporated into the Articles of Association of NH Hoteles, S.A., which, in Article 7, expressly states that “The transfer of shares and the constitution of limited real rights or any other liens and encumbrances thereon, must be the subject of an entry in the corresponding Accounting Register, as provided for in Securities Market Law”.

84 B. THE COMPANY’S ADMINISTRATIVE STRUCTURE B.1. Board of Directors B.1.1. Provide details of the maximum and minimum number of directors provided for in the Articles of Association: Maximum number of Directors 20 Minimum number of Directors 5 B.1.2. Complete the following chart with the members of the board of directors: Indicate the retirements/removals from the board of directors that have occurred during the period: Director’s Name or Corporate Name Termination Date ELENA GIL 22-07-2004 B.1.3. Complete the following charts on the members of the board of directors and their condition: EXECUTIVE DIRECTORS Director’s Committee Office on the Name or which proposed company’s Corporate Name the appointment organization chart BURGIO, GABRIELE BOARD OF CHAIRMAN-MANAGING DIRECTORS DIRECTOR EXTERNAL DOMANIAL DIRECTORS Director’s Committee Name or corporate name of the Name or which proposed significant shareholder Corporate Name the appointment represented or which proposed the appointment DE NADAL CAPARÁ, BOARD OF FINAF'92, SA JOSÉ DIRECTORS AMAT ROCA, MATÍAS NOMINATION AND CORPORACIÓN FINANCIERA REMUNERATION CAJA DE MADRID SA COMMITTEE HOTELES NOMINATION AND HOTELES PARTICIPADOS, S.L. PARTICIPADOS SL REMUNERATION COMMITTEE FERNÁNDEZ DURÁN, BOARD OF ORTEGA GAONA, AMANCIO ALFREDO DIRECTORS BANCAJA BOARD OF BANCAJA DIRECTORS EXTERNAL INDEPENDENT DIRECTORS Director’s   Committee Name or which proposed Corporate Name the appointment Profile BLANCO BALÍN, BOARD OF BUSINESS & ECONOMICS RAMÓN DIRECTORS DEGREE. TAX INSPECTOR WITH LEAVE OF ABSENCE ECHENIQUE BOARD OF LAW DEGREE, TREASURY GORDILLO, DIRECTORS COUNSEL WITH LEAVE OF RODRIGO ABSENCE MERRY DEL BOARD OF ECONOMICS AND VAL GRACIA, DIRECTORS COMMERCE DEGREE FROM ALFONSO BOCCONO UNIVERSITY OF MILAN, DOCTORATE FROM UNIVERSITY OF PAVIA HERRANDO Y PRAT BOARD OF LAW DEGREE DE LA RIBA, MANUEL DIRECTORS ROMERO GARCÍA, BOARD OF INDUSTRIAL ENGINEERING LUIS F. DIRECTORS DEGREE s’JACOB, BERNARD BOARD OF LAW DEGREE DIRECTORS RODRÍGUEZ NOMINATION AND ENTREPRENEUR DOMÍNGUEZ, REMU-NERATION MIGUEL COMMITTEE OTHER EXTERNAL DIRECTORS Director’s Name Committee which or Corporate Name proposed the appointment Provide details of the reasons why they cannot be considered domanial or independent directors: Indicate any variations which, when applicable, have occurred during the period in the type of each director: Director’s Name   Date of the change Previous Current or Corporate Name condition condition Director’s Name or Representative Office on Date of first Date of last Election Corporate Name the Board appointment appointment procedure AMAT ROCA, MATÍAS DIRECTOR 23-07-2004 23-07-2004 CO-OPTION BLANCO BALÍN G. MEETING OF JOSÉ RAMÓN DIRECTOR 15-01-1993 28-04-2003 SHARE-HOLDERS BURGIO GABRIELE CHAIRMAN   13-01-1993 28-04-2003 G. MEETING OF SHARE-HOLDERS ECHENIQUE GORDILLO, G. MEETING OF RODRIGO DIRECTOR 18-03-1997 28-04-2003 SHARE-HOLDERS FERNÁNDEZ DURÁN, G. MEETING OF ALFREDO DIRECTOR 27-06-2002 27-06-2002 SHARE-HOLDERS HERRANDO PRAT G. MEETING OF DE LA RIBA, MANUEL DIRECTOR 13-07-1992 28-04-2003 SHARE-HOLDERS MERRY DEL VAL G. MEETING OF GRACIE, ALFONSO DIRECTOR 18-03-1997 28-04-2003 SHARE-HOLDERS DE NADAL CAPARÁ, G. MEETING OF JOSÉ DIRECTOR 08-05-1997 28-04-2003 SHARE-HOLDERS BANCAJA IZQUIERDO DIRECTOR 27-06-2002 27-06-2004 G. MEETING OF GÓMEZ, AURELIO SHARE-HOLDERS RODRÍGUEZ G. MEETING OF DOMÍNGUEZ, MIGUEL DIRECTOR 29-04-2004 29-04-2004 SHARE-HOLDERS ROMERO GARCÍA, G. MEETING OF LUIS FERNANDO DIRECTOR 26-11-1996 28-04-2003 SHARE-HOLDERS s’JACOB, BERNARD DIRECTOR 30-06-2000 28-04-2003 G. MEETING OF SHARE-HOLDERS HOTELES EZQUIAGA G. MEETING OF PARTICIPADOS, S.L. DOMÍNGUEZ, SHARE-HOLDERS IGNACIO DIRECTOR 29-04-2004 29-04-2004 Total Number of Directors 13