10   Corporate Governance CORPORATE GOVERNANCE Annual Report 86

87 LISTED PUBLIC LIMITED COMPANIES ISSUING COMPANY’S IDENTIFYING DATA FINANCIAL YEAR 2005 TAX IDENTIFICATION CODE: A28027944 CORPORATE NAME: NH HOTELES S.A. REGISTERED OFFICE:   SANTA ENGRACIA 120 MADRID 28003 SPAIN

MODEL OF CORPORATE GOVERNANCE ANNUAL REPORT FOR 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: 88 Corporate Governance Shareholder’s Name or Corporate Name ALAZAN INVERSIONES 2001 SIMCAV S.A. ANGELINI FRANCESCO CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID CORPORACIÓN FINANCIERA CAJA DE MADRID S.A. GRUPO INVERSOR HESPERIA S.A. KEBLAR DE INVERSIONES SIMCAV S.A. ORTEGA GAONA AMANCIO FINAF 92, S.A. CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA) Number of direct shares 6,071,794 0 0 5,976,644 6,000,551 6,201,791 0 6,263,343 5,979,036 Number of indirect shares (*) 0 6,263,343 5,976,644 0 0 0 12,273,585 0 0 Total % of corporate capital 5.080 5.240 5.000 5.000 5.020 5.188 10.268 5.240 5.002 Name or Corporate Name of the direct owner of the stake FINAF 92, S.A. CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. KEBLAR DE INVERSIONES SIMCAV, S.A. ALAZAN INVERSIONES 2001, SIMCAV, S.A. Total: Number of direct shares 6,263,343 5,976,644 6,201,791 6,071,794 24,513,572 % of corporate capital 5.240 5.000 5.188 5.080 Name or Corporate Name of the direct owner of the stake VILLAR CANOVAS, AMPARO BLANCO VILLAR, ELENA BLANCO VILLAR, RAMÓN CREFICA, S.A. Total: Total % of corporate capital in possession of the Board of Directors: 12.515 Shareholder’s Name or Corporate Name CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGÓN Y RIOJA (IBERCAJA) Date of transaction 31-10-2005 Description of transaction 5% of corporate capital exceeded Director’s Name or Corporate Name BANCAJA BLANCO BALÍN JOSÉ RAMÓN HERRANDO PRAT DE LA RIBA MANUEL RODRÍGUEZ DOMÍNGUEZ, MIGUEL HOTELES PARTICIPADOS S.L. MERRY DEL VAL GRACIE, ALFONSO ROMERO GARCÍA, LUIS F. AMAT ROCA, MATÍAS BURGIO, GABRIELE Date of first appointment 27-06-2002 15-01-1993 13-07-1992 29-04-2004 29-04-2004 18-03-1997 26-11-1996 23-07-2004 13-01-1993 Date of last appointment 27-06-2002 28-04-2003 28-04-2003 29-04-2004 29-04-2004 28-04-2003 28-04-2003 23-07-2004 28-04-2003 Number of direct shares 7,319,698 23,800 3,027 3,000 6,275,477 100 1,000 50 1,317,770 Number of indirect shares (*) 0 13,400 0 0 0 0 1,000 0 0 Total % of corporate capital 6.124 0.031 0.003 0.003 5.250 0.000 0.002 0.000 1.102 Director’s Name or Corporate Name Number of direct option rights Number of indirect option rights Number of equivalent shares Total % of corporate capital BURGIO, GABRIELE 616,189 0 616,189 0.515 Number of direct shares 6,400 3,500 3,500 1,000 14,400

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: 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: A.6. Indicate any para-company agreements reached between shareholders that may have been notified to the company: Indicate, when applicable, agreed actions between shareholders of the company and which are known by the company: 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: A.8. Complete the following charts on the company’s treasury stock: As at the date of the closing of the financial year: (*) Through: Provide details of significant variations, as per the provisions of Royal Decree 377/1991, made during the financial year: 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 28th April 2005 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 statutory 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 89 Related names or corporate names Type of relationship Brief description Number of direct shares Number of indirect shares (*) Total % of corporate capital 25,000 2,663,876 2.249 Name or Corporate Name Number of direct shares of the direct owner of the stake DEUTSCHE BANK, A.G 2,663,876 Related names or corporate names Type of relationship Brief description Intervening parties in the % of corporate capital affected Brief description of the para-company agreement agreement Intervening parties in % of corporate capital affected Brief description of the the agreed action agreed action Name or corporate name Remarks Total: 2,663,876 Date: Number of Number of Total % of direct shares indirect shares corporate capital corporate capital 12-04-2005 838,043 0 0.701 07-07-2005 1,197,520 0 1.002 02-09-2005 67,914 0 0.057 02-12-2005 99,872 0 0.084 Results obtained in the financial year from treasury   2,512 stock transactions (in thousands of euros)

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”. 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: 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: B.1.3. Complete the following charts on the members of the board of directors and their condition: EXECUTIVE DIRECTORS EXTERNAL DOMANIAL DIRECTORS 90 Corporate Governance Maximum number of directors 20 Minimum number of directors 5 Total Number of Directors: 12 Director’s Name or Corporate Name Termination date ECHENIQUE GORDILLO, RODRIGO 28-02-2005 Director’s Name or Corporate Name Committee that proposed the appointment Office on the company’s organization chart BURGIO, GABRIELE BOARD OF   CHAIRMAN- DIRECTORS MANAGING DIRECTOR Director’s Name or Corporate Name Committee that proposed the appointment Name or corporate name of the significant shareholder represented or who proposed the appointment DE NADAL CAPARÁ, JOSÉ BOARD OF FINAF 92, S.A. DIRECTORS AMAT ROCA, MATÍAS NOMINATION AND CORPORACIÓN REMUNERATION FINANCIERA CAJA DE   COMMITTEE MADRID S.A. HOTELES PARTICIPADOS S.L. NOMINATION AND HOTELES PARTICIPADOS S.L. REMUNERATION COMMITTEE FERNÁNDEZ DURÁN, BOARD OF ORTEGA GAONA, ALFREDO DIRECTORS AMANCIO BANCAJA BOARD OF BANCAJA DIRECTORS AMAT ROCA, DIRECTOR 23-07-2004 23-07-2004 CO-OPTION MATÍAS BLANCO BALÍN, DIRECTOR 15-01-1993 28-04-2003 G. MEETING JOSÉ OF SHARE RAMÓN HOLDERS BURGIO CHAIRMAN 13-01-1993 28-04-2003 G. MEETING GABRIELE OF SHARE HOLDERS FERNÁNDEZ DIRECTOR 27-06-2002 27-06-2002 G. MEETING DURÁN, OF SHARE ALFREDO HOLDERS HERRANDO DIRECTOR 13-07-1992 28-04-2003 G. MEETING PRAT DE LA OF SHARE RIBA, MANUEL HOLDERS MERRY DEL DIRECTOR 18-03-1997 28-04-2003 G. MEETING VAL GRACIE, OF SHARE ALFONSO HOLDERS DE NADAL DIRECTOR 08-05-1997 28-04-2003 G. MEETING CAPARÁ, OF SHARE JOSÉ HOLDERS BANCAJA IZQUIERDO DIRECTOR 27-06-2002 27-06-2004 G. MEETING GÓMEZ, OF SHARE   AURELIO HOLDERS RODRÍGUEZ DIRECTOR 29-04-2004 29-04-2004 G. MEETING DOMÍNGUEZ, OF SHARE MIGUEL HOLDERS ROMERO DIRECTOR 26-11-1996 28-04-2003 G. MEETING GARCÍA, OF SHARE LUIS FERNANDO HOLDERS s'JACOB, DIRECTOR 30-06-2000 28-04-2003 G. MEETING BERNARD OF SHARE HOLDERS HOTELES EZQUIAGA DIRECTOR 29-04-2004 29-04-2004 G. MEETING PARTICIPADOS DOMÍNGUEZ, OF SHARE S.L. IGNACIO HOLDERS Director’s Representative  Office on Date of first Date of last Election Name or the Board appointment appointment procedure Corporate Name

EXTERNAL INDEPENDENT DIRECTORS OTHER EXTERNAL DIRECTORS Provide details of the reasons why they cannot be considered domanial or independent directors: Indicate any changes that, when applicable, have occurred during the period in the type of each director: B.1.4. Indicate whether the classification of Directors made in the previous point coincides with the distribution provided for in the regulations of the board of directors: The composition and classification of Directors made in the previous point is respectful of and complies with the provisions of the Regulations of the Board of Directors (article 9 of the Board of Directors’ Regulations). B.1.5. Indicate, as and when applicable, the powers delegated to the managing director(s): B.1.6. Identify, as and when applicable, the members of the board who hold the office of administrator or director in other companies which form part of the listed company’s group: Director’s Name or Corporate Name Committee that proposed the appointment Profile BLANCO BALÍN, RAMÓN BOARD OF   BUSINESS & DIRECTORS ECONOMICS DEGREE. TAX INSPECTOR   WITH LEAVE   OF ABSENCE. MERRY DEL VAL GRACIE, BOARD OF ECONOMICS AND ALFONSO DIRECTORS COMMERCE   DEGREE FROM BOCCONO UNIVERSITY OF MILAN. DOCTORATE   FROM UNIVERSITY   OF PAVIA. HERRANDO Y PRAT DE BOARD OF LAW DEGREE. LA RIBA, MANUEL DIRECTORS ROMERO GARCÍA, LUIS F. BOARD OF INDUSTRIAL DIRECTORS ENGINEERING DEGREE. S'JACOB BERNARD BOARD OF LAW DEGREE. DIRECTORS RODRÍGUEZ DOMÍNGUEZ, NOMINATION AND ENTREPRENEUR MIGUEL REMUNERATION COMMITTEE 91 Director’s Name or Corporate Name Committee that proposed the appointment Director’s Name or Corporate Name Brief description BURGIO, GABRIELE ALL THE POWERS WHICH CORRESPOND TO THE BOARD OF DIRECTORS, EXCEPT THOSE THAT CANNOT BE DELEGATED BY LAW OR BY VIRTUE OF THE ARTICLES OF ASSOCIATION Director’s Name or Corporate name of the Office Corporate Name group company HERRANDO PRAT DE LA RIBA, SOTOGRANDE, S.A. CHAIRMAN MANUEL BURGIO, GABRIELE SOTOGRANDE, S.A. DIRECTOR FERNÁNDEZ DURÁN, ALFREDO SOTOGRANDE, S.A. DIRECTOR HERRANDO PRAT DE LA RIBA, LATINOAMERICANA DE . DIRECTOR MANUEL GESTION HOTELERA, S.A MERRY DEL VAL KRASNAPOLSKY HOTELS MEMBER OF   GRACIE, ALFONSO & RESTAURANTS, BV THE SUPERVISORY BOARD AMAT ROCA, MATÍAS SOTOGRANDE, S.A. NATURAL PERSON REPRESENTATIVE OF THE DIRECTOR PROMOCIÓN Y PARTICIPACIÓN EMPRESA-RIAL CAJA MADRID, S.A. BURGIO, GABRIELE GRUPO FINANCIERO NATURAL PERSON DE INTERMEDIACIÓN Y REPRESENTATIVE OF ESTUDIOS, S.A. THE SOLE ADMINISTRATOR, NH HOTELES, S.A. BURGIO, GABRIELE NH PAMPLONA, S.A. DIRECTOR BURGIO, GABRIELE LATINOAMERICANA DE DIRECTOR GESTIÓN HOTELERA, S.A. BURGIO, GABRIELE NACIONAL HISPANA DIRECTOR HOTELES SRL DE CV BURGIO, GABRIELE KRASNAPOLSKY HOTELS MEMBER OF THE & RESTAURANTS, BV SUPERVISORY BOARD Director’s Name or Date of the change Previous status Current Corporate Name status