JOINT CORPORATE MERGER PROJECT

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1 JOINT CORPORATE MERGER PROJECT ACQUIRING COMPANY: MELIÁ HOTELS INTERNATIONAL, S.A. ACQUIRED COMPANIES: CANSILIUS, S.L. UNIPERSONAL, CALIMAREST, S.L. UNIPERSONAL, INTERSTHOSCALOJA, S.A. UNIPERSONAL 29 March 2012 As foreseen in the provisions of Law 3/2009 of April 2 on structural modifications in commercial companies, as adapted to the contents of Royal Decree - Law 9/2012 of 16 March, on the simplification of reporting requirements and documentation on mergers and divisions of public companies (hereinafter: Law 3/2009), all members of the governing bodies of the companies participating in the merger drafted and signed this JOINT CORPORATE MERGER PROJECT, whose contents are described below: 1. COMPANIES INVOLVED The companies involved in this merger are: 1.1. Acquiring company MELIÁ HOTELS INTERNATIONAL, S.A., formally Investman, S.A. and Sol Meliá, S.A., with C.I.F. A , based in Palma de Mallorca, calle Gremio Toneleros, number 24, Polígono Son Castelló. The company WAS indefinitely constituted in a deed of 24 June 1986 before the notary Eduardo Martinez-Pineiro Caramés, from Palma de Mallorca, under number 1,546 of his protocol, which led to registration in the Commercial Register of Madrid, transcribed to the commercial register of Mallorca, where the company is currently registered and in force, on folio 100 et seq, volume 1335, section 8 of corporations, with page number PM Acquired companies CANSILIUS, S.L. Unipersonal, with C.I.F. B , based in Palma de Mallorca, calle Gremio Toneleros, number 24. The company was indefinitely constituted as a limited sole administrator company located in Madrid, calle Velázquez, 61, 1 izq. (the address was later moved to Palma de Mallorca) - in deed executed on 19 May 2009 before the notary from Madrid, Isabel Estapé Tous, under number 1694 of her protocol,

2 leading to the entry in the Commercial Register of Madrid, folio 36, volume 26743, sheet number MA The company's tax address was moved to Palma de Mallorca, Polígono Son Castelló, Gremio Toneleros, number 24 after a decision taken by the sole shareholder on 20 February 2012, which was elevated to public deed executed on 22 February 2012 by the notary from Palma de Mallorca, Miguel Amengual Villalonga, under number 242 of his protocol, and presented for registration in the commercial register of Mallorca on 24 February, 2012, with number 1 / 2012/2767, 0 input, pending registration. The change of the sole shareholder of the company, which was declared a sole administrator company when constituted, was declared by deed before the notary from Madrid, Carlos Rives Gracia, on 1 July, 2009, under number 2070 of his protocol, indicating as the new sole shareholder "Sol Meliá, SA" (now called "Meliá Hotels International, Inc."). The deed was duly registered in the commercial register. CALIMAREST, S.L. Unipersonal, with C.I.F. B , based at Palma de Mallorca, calle Gremio Toneleros, number 24, Polígono Son Castelló. The company was indefinitely constituted as a limited sole administrator company located in Málaga, Hotel Gran Meliá Don Pepe, calle José Meliá (the address was later moved to Palma de Mallorca) - in deed executed on 14 July 2005 before the notary Miguel Mulet Ferragut from Palma de Mallorca, under number 2934 of his protocol, leading to the entry in the Commercial Register of Malaga, folio 144, volume 3887, sheet number MA The company's tax address was moved to Palma de Mallorca, Polígono Son Castelló, Gremio Toneleros, number 24 after a decision taken by the sole shareholder on 20 February 2012, which was elevated to public deed executed on 22 February 2012 by the notary from Palma de Mallorca, Miguel Amengual Villalonga, under number 245 of his protocol, and presented for registration in the commercial register of Mallorca on 24 February, 2012, with number 1 / 2012/2768, 0 input, pending registration. The company was declared a sole administrator company indicating as the sole shareholder "Sol Meliá, SA" (now called "Meliá Hotels International, Inc.") by deed before the notary from Palma de Mallorca, Miguel Mulet Ferragut, on 14 July, 2005, under number 2934 of his protocol and duly registered in the commercial register. INTERSTHOSCALOJA, S.A. Unipersonal, formally Hoteles Sol Internacional, S.A., with C.I.F. A , based at Palma de Mallorca, calle Gremio Toneleros, number 24, Polígono Son Castelló. Constituted indefinitely under the laws of Panama in a deed executed on 24 June, 1986 before the then second public notary of Panama, Federico Muñon Página 2 de 12

3 Spiazano, leading to inscription in the public register of Panama, Property , Roll 17702, Image 0072, of 5 March, Moved to Spain due to the decisions taken by the company s sole shareholder, Sol Meliá, S.A. (now called Meliá Hotels International, S.A. ), on 25 March, 2011, registered in deed by the notary from Palma de Mallorca, Miguel Mulet Ferragut, on 2 May, 2011, with number 1211 of his protocol, by which the company became Spanish, changed its name and bylaws, being registered in the commercial register of Mallorca, where the company is currently registered in folio 54, volume 2468, sheet number PM Because the said deed of May 2, 2011 had access to the commercial register of Mallorca without written confirmation of the sole administrator nature the company already held in Panama, the deed was supplemented by a deed relating to the acquisition of sole administrator status on March 15, 2012 before the notary from Palma de Mallorca, Armando Pereira Mazaira under number 859 of his protocol, and duly registered in the commercial register. 2. IDENTIFICATION OF THE AUTHORS AND SUSCRIBERS OF THE MERGER All the administrators of the companies involved in the merger have defined and subscribed to the merger, according to the following list: 2.1. Acquiring company MELIÁ HOTELS INTERNATIONAL, S.A. o ESCARRER JULIÁ, GABRIEL, with D.N.I K.- Director and Chairman of the Board of Directors. o ESCARRER JAUME, SEBASTIÁN, with D.N.I E.- Director and Vice President of the Board of Directors. o ESCARRER JAUME, GABRIEL, with D.N.I K.- Director and Vice President of the Board of Directors; CEO. o CAJA DE AHORROS DEL MEDITERRANEO, with C.I.F. G , represented by José Francisco Ibáñez Llompart, with D.N.I J.- Director. o HOTELES MALLORQUINES CONSOLIDADOS, S.A., with C.I.F. A , represented by María Antonia Escarrer Jaume, with D.N.I X.- Director. o VIVES CERDÁ, JUAN, with D.N.I P.- Director. o ARENA DE LA MORA, JUAN, with D.N.I R.- Director. o CUATRECASAS FIGUERAS, EMILIO, with D.N.I Z.- Director. o MORALEDA MARTÍNEZ, MARÍA AMPARO, with D.N.I K.- Director. o PASTOR BODMER, ALFREDO, with D.N.I F.- Director. Página 3 de 12

4 o DÍAZ DE BUSTAMANTE Y TERMINEL, LUIS MARÍA, with D.N.I D.- Director and Secretary of Board of Directors Acquired companies CANSILIUS, S.L. Unipersonal o ESCARRER JAUME, GABRIEL, with D.N.I K.- Director. o GERONDEAU, ANDRÉ PHILIPPE, with N.I.E. X H.- Director. o SERVERA ANDREU, ONOFRE, with D.N.I Z.- Director and Chairman of the Board of Directors. o PARDO GARCÍA, JUAN IGNACIO, with D.N.I P. Non-executive secretary. CALIMAREST, S.L. Unipersonal o ESCARRER JAUME, GABRIEL, with D.N.I K.- Director and Chairman of Board of Directors; CEO. o HODDINOT, MARK MAURICE, with N.I.E. X T.- Director. o SERVERA ANDREU, ONOFRE, with D.N.I Z.- Director and Secretary of Board of Directors. INTERSTHOSCALOJA, S.A. Unipersonal o SERVERA ANDREU, ONOFRE, with D.N.I Z.- Director and Chairman of Board of Directors. o PARDO GARCÍA, JUAN IGNACIO, with D.N.I P. Director and Secretary of Board of Directors. o HODDINOT, MARK MAURICE, with N.I.E. X T.- Director. 3. GENERAL DESCRIPTION OF THE PLANNED MERGER PROCESS 3.1. The planned merger will be made by a MERGER process, with Meliá Hotels International, S.A. absorbing Cansilius, S.L. Unipersonal, Calimarest, S.L. Unipersonal and Intersthoscaloja, S.A. Unipersonal, and becoming the direct owner of all of the shares in those companies The acquiring company will acquire all of the assets of the acquired companies, which will be dissolved and extinguished, adding to its balance sheet all of the assets and liabilities of the acquired companies As it is a merger of companies which are wholly owned by the acquiring company, in accordance with the provisions of paragraph 1 of Article 49 of Law 3/2009, this document does not need to include the 2nd, 6th, 9th and 10th items of Article 31 of Law 3/2009, neither does it require an increase in capital stock of the acquiring company or the preparation of the reports of managers and independent experts on the proposed merger, or approval of the merger by the general shareholder meetings of the acquired companies. Página 4 de 12

5 3.4. The current economic crisis, reductions in revenues and company profits make the proposed merger advisable as part of the objectives defined by the management of the absorbing company. In particular, this merger of four group companies, with their respective shareholdings in other companies, proposes to (1) regroup assets and improve revenues, (2) greater solvency and borrowing capacity, (3) hold 100% of shares in an English limited company owning a hotel in London, UK, (4) cancel loans between group companies, (5) concentrate companies to simplify the corporate structure, reducing the volume of transactions between group companies and lowering management costs by reducing material and human resources, (6) enhance equity, (7) improve the balance sheet and results through dividends and obtaining in general, higher revenues, (8) strengthen the financial structure of the acquiring company and the group and, finally, (9) improve market competitiveness, all mandatory objectives for a public listed company as "Meliá Hotels International, Inc." and corporations wholly owned by it. 4. IMPACT ON INDUSTRY CONTRIBUTIONS OR ANCILLARY SERVICES IN THE ACQUIRED COMPANIES In the acquired companies, Cansilius, S.L. Unipersonal, Calimarest, S.L. Unipersonal and Intersthoscaloja, S.A. Unipersonal there are no industry contributions or ancillary services and thus no impact in this respect. No compensation is thus required to be paid by Meliá Hotels International S.A. as there are no shareholders affected as described in item 3 of article 31 of Law 3/ RIGHTS None of the companies participating in the merger are holders of special rights or securities, other than those representing capital, nor options. Similarly, "Meliá Hotels International, Inc." does not intend to issue any such rights referred to in item 4 of Article 31 of Law 3/2009, meaning that there is no need to grant any rights or option as referred to in item 4 of Article 31 of Law 3/ BENEFITS No independent experts will be involved in this joint merger project. "Meliá Hotels International, Inc." will not attribute any advantage in favour of the directors of any of the companies involved in the merger. 7. DATE OF ACCOUNTING EFFECTIVENESS OF THE MERGER The merger will be accountably effective on 1 January, The operations carried out by the companies being acquired are deemed to be made, for accounting purposes, by the absorbing company, "Meliá Hotels International, Inc.", which in turn assumes by universal succession all the risks, rights and obligations arising from such operations, from 1 January, Página 5 de 12

6 The merged balance sheets, for the purposes as provided in section three of Law 3/2009, will be those closed by the participating companies on 31 December, COMPANY BYLAWS RESULTING FROM THE MERGER As a result of the merger, there will be no modification to the acquiring company s bylaws, which are attached to this merger project in the ANNEX. 9. IMPACT ON EMPLOYMENT, GOVERNING BODIES AND SOCIAL RESPONSIBILITY 9.1. The merger will have no consequences for employees of the merging companies, since the acquired companies have no employees The proposed merger will not cause any impact of any type on the board of directors of the acquiring company, which will retain the same structure and composition After registration of the merger, the acquiring company will assume all of the social responsibilities of the companies acquired, with no limits and conditions and without prejudice to the right of opposition of creditors of the merged companies, as foreseen in Article 44 of Law 3/2009. In the acquired companies there are no personally liable shareholders, meaning that the special liability regime provided for in Article 48 of Law 3/2009 does not apply. 10. INFORMATION ABOUT THE MERGER The information provided in Law 3/2009 will be made available to shareholders and partners of the companies participating in the merger process as well as workers' representatives. 11. TAX REGIME It is expressly stated that for the purpose of the provisions of Article 96, 1, a) of Royal Decree 4/2004 of 5 March, approving the revised text of the law on corporation tax with regard to the application of the special tax neutrality regime established in Chapter VIII, "special scheme for mergers, divisions, transfers of assets and share swaps," the option to avail of the special arrangements for the projected merger is hereby declared. For this purpose, and pursuant to the provisions of the Act, the acquiring company shall submit a letter the tax authority informing of the decision to opt for the special tax regime. The letter will be presented in the three months following the registration of the merger. In witness whereof, all members of the governing bodies of the companies participating in the proposed merger, i.e. "Meliá Hotels International, SA", "Cansilius, SLU," of "Calimarest, SLU" and "Intersthoscaloja, SAU", have signed this joint merger project in Palma de Mallorca, on 29 March, Página 6 de 12

7 Acquiring company MELIÁ HOTELS INTERNATIONAL, S.A. Members of the Board of Directors ESCARRER JULIÁ, GABRIEL (Chairman) ESCARRER JAUME, SEBASTIÁN (Vice President) ESCARRER JAUME, GABRIEL (Vice President and CEO) CAJA DE AHORROS DEL MEDITERRANEO, represented by José Francisco Ibáñez Llompart Página 7 de 12

8 HOTELES MALLORQUINES CONSOLIDADOS, S.A., Represented by María Antonia Escarrer Jaume VIVES CERDÁ, JUAN ARENA DE LA MORA, JUAN CUATRECASAS FIGUERAS, EMILIO Página 8 de 12

9 MORALEDA MARTÍNEZ, MARÍA AMPARO PASTOR BODMER, ALFREDO DÍAZ DE BUSTAMANTE Y TERMINEL, LUIS MARÍA (Secretary) Página 9 de 12

10 Acquired companies CANSILIUS, S.L.U. Members of the Board of Directors ESCARRER JAUME, GABRIEL GERONDEAU, ANDRÉ PHILIPPE SERVERA ANDREU, ONOFRE (Chairman) PARDO GARCÍA, JUAN IGNACIO (Non-member secretary) Página 10 de 12

11 CALIMAREST, S.L.U. Members of the Board of Directors ESCARRER JAUME, GABRIEL (Chairman; CEO) HODDINOT, MARK MAURICE SERVERA ANDREU, ONOFRE (Secretary) Página 11 de 12

12 INTERSTHOSCALOJA, S.A.U Members of the Board of Directors SERVERA ANDREU, ONOFRE (Chairman) PARDO GARCÍA, JUAN IGNACIO (Secretary) HODDINOT, MARK MAURICE Página 12 de 12

Joint Simplified Merger Project

Joint Simplified Merger Project English convenience translation of Spanish original. In case of discrepancies between the Spanish original and the English translation, the Spanish original shall prevail. Notice to US Investors: The proposed