BARCELÓ CORPORACIÓN EMPRESARIAL, S.A

This is an English translation for information purpose only of the Spanish document “DOCUMENTO BASE

INFORMATIVO DE INCORPORACIÓN DE PAGARÉS AL MERCADO ALTERNATIVO DE RENTA FIJA

(“MARF”)” approve by the board of director of the management boy of MARF on 22 October 2014 of BARCELÓ

CORPORACIÓN EMPRESARIAL, S.A. In case of discrepancy the Spanish version shall prevail

1

BARCELÓ CORPORACIÓN EMPRESARIAL, S.A. (established and incorporated in Spain pursuant to the Corporate Enterprises Act)

Fifty million euros

Barceló Commercial Paper Programme 2014

BASE INFORMATIVE DOCUMENT OF THE INCLUSION OF COMMERCIAL

PAPER NOTES INTO THE ALTERNATIVE FIXED-INCOME MARKET

(“MARF”)

Barceló Corporación Empresarial, S.A., (“Barceló Group” or the “Issuer”), a public limited company set up

under Spanish legislation with registered office at Josep Rover Motta, 27, 07006, Palma de Mallorca, Balearic

Isles, filed with the Commercial Register of the Balearic Isles in Volume 454, Folio 54, Sheet No. PM-9962, and

holder of Corporate Tax Code A-07009830, will apply for the inclusion of commercial paper notes (the “Notes”)

issued in accordance with the provisions set out in this Base Informative Document on the Alternative Fixed-

Income Market (“MARF”).

This Base Informative Document for the inclusion of notes includes the information required by Circular 1/2014

from the MARF, of 23 July, on the inclusion and exclusion of securities on the Alternative Fixed Income Market.

The Notes will be represented through book entries at Sistemas de Registro, Compensación y Liquidación de

Valores, S.A.U. (“Iberclear”) which, together with its Participating Entities, will be responsible for the

accounting registration.

An investment in Notes brings with it certain risks.

Read section 1 of the Risk Factors of the Base Informative Document.

The Governing Body of the MARF has not made any kind of verification or check with regard to this Base Informative

Document or with regard to the content of the documentation and information supplied by the Issuer in compliance

with foregoing Circular 1/2014.

The subscription of notes is targeted exclusively at professional or qualified investors pursuant to the provisions set

out in article 78 bis 2 of Law 24/1988, governing the Securities Market (“SMA”) and article 39 of Royal Decree

1310/2005, of 4 November, which partially implements Law 24/1988, of 28 July, governing the Securities Market, as

regards acceptance of securities for trading on official secondary markets, public offerings for sale or subscription

and the prospectus required to this end (“Royal Decree 1310/2005”). No action has been carried out in any jurisdiction

to enable a public offering of the Notes or the possession or distribution of the Base Informative Document or of any

other offer material in any country or jurisdiction where action is required for said purpose. This Base Informative

Document for inclusion does not represent a prospectus approved and registered with the National Securities Market

Commission (CNMV). The subscription of notes does not represent a public offering pursuant to the provisions set

out in article 30 bis of the SMA, which removes the obligation to approve, register and publish a prospectus at the

CNMV.

MANAGER ENTITY AND SOLE LEAD ARRANGER

BANCA MARCH, S.A.

The date of this base informative document is 21 October 2014.





2

IMPORTANT INFORMATION

The potential investor should not base his investment decision on information other than the

information contained in this Base Informative Document. The Manager Entity accepts no

liability for the content of the Base Informative Document. The Manager Entity has signed a

partnership contract with the Issuer for placement of the Notes, but neither the Manager Entity

nor any other entity has accepted any undertaking to underwrite the Notes. This is without

prejudice to the Manager Entity being able to acquire part of the Notes in its own name.

NO ACTION HAS BEEN CARRIED OUT IN ANY JURISDICTION TO ENABLE A PUBLIC

OFFERING OF THE NOTES OR THE POSSESSION OR DISTRIBUTION OF THE BASE

INFORMATIVE DOCUMENT OR OF ANY OTHER OFFER MATERIAL IN ANY COUNTRY OR

JURISDICTION WHERE ACTION IS REQUIRED FOR SAID PURPOSE. THIS DOCUMENT

MUST NOT BE DIRECTLY OR INDIRECTLY DISTRIBUTED IN ANY JURISDICTION IN

WHICH SUCH DISTRIBUTION REPRESENTS AN OFFER. THIS DOCUMENT IS NOT AN

OFFER FOR THE SALE OF SECURITIES OR A REQUEST TO PURCHASE SECURITIES

AND THERE IS NO OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH

OFFER OR SALE IS CONSIDERED CONTRARY TO APPLICABLE LEGISLATION





3

TABLE OF CONTENTS

1. Risk factors 4 1.1 Basic information on the main specific risks of the Issuer or its sector of activity ........

...........................................................................................................................4 1.2 Basic information on the specific risks of the securities.................................18

2. Full name of the Issuer, its address and ID 19 3. Full name of the securities issue 25

4. Persons responsible 25 5. Duties of the Registered Advisor of the MARF 26

6. Capped outstanding balance 27 7. Description of the type and class of securities. Nominal value 28 8. Legislation governing the securities 28 9. Representation of securities through book entries 28 10. Currency of the issue 28

11. Order of priority 28

12. Descriptions of the rights inherent to the securities and the procedure for executing

these rights. Methods and deadlines for payment of the securities and handover of the same

29

13. Date of issue. Programme validity 29

14. Nominal interest rate. Indication of the yield and calculation method 29 15. Paying agent and depositary entities 33 16. Redemption price and provisions concerning maturity of the securities. Date and

methods of redemption 33 17. Valid deadline within which reimbursement of the principal may be claimed 34

18. Minimum and maximum issue period 34 19. Early settlement 34 20. Restrictions on the free transferability of the securities 34

21. Taxation of the securities 34 22. Publication of the prospectus 38

23. Description of the placement system and, where appropriate, subscription of the issue

39 24. Costs for legal, financial and auditing services and other services provided to the

issuer for the issue/inclusion, as well as the placement costs and, where appropriate,

insurance, originated through the issue, placement and inclusion 39

25. Inclusion of the securities 39 25.1 Application for inclusion of these securities onto the Alternative Fixed-

Income Market (MARF). Deadline for inclusion ...............................................................39

26. Liquidity agreement 41





4

BASE INFORMATIVE DOCUMENT FOR INCLUSION OF NOTES

1. Risk factors

1.1 Basic information on the main specific risks of the Issuer or its sector of activity

The main specific risks of the Issuer or its sector of activity are as follows:

A. RISK FACTORS CONCERNING THE HOTEL AND TRAVEL

AGENCY SECTOR

- The activities of Barceló Group are subject to the economic cycle

In 2013, worldwide economic activity maintained a growth rate (3.3%) slightly

lower than that of the previous year (3.4%). More specifically, the US and Latin

America economies, where the Group operates 72 of its 140 hotels, has

remained stable in 2013 with rates of similar growth, slightly lower than those

of 2012, while there was an improvement in the Eurozone (source: International

Monetary Fund WEO October 2014).

The same conclusion is reached when we compare the latest World Travel &

Tourism Council reports which include tourist and travel GDP growth in 2013

for all parts of the world.

Logically, the current economic cycle has had an influence on the Group’s

performance figures in recent years, although it is true that in 2013 the Group’s

positive results (with turnover up 25.2% in 2013 year-on-year), largely due to

the performance of hotels located overseas (particularly in the Riviera Maya

(Mexico) and the Dominican Republic) and the domestic hotels that mainly

cater to international clients (mainly located in the Canary Islands and the

Balearic Isles). Despite the slow and weak recovery of the Eurozone and, in

particular, the domestic market, the Group’s hotels that benefit predominantly

from national clients have reported average occupancy levels (68% in 2013)

that are slightly higher than those of 2012 (66.2%). Notwithstanding the

foregoing, we cannot guarantee that the Group’s hotels will continue to perform

well in the future if the current economic weakness persists over time.

If the Spanish economy remains weak along with other economies of the

Eurozone and the USA, or if the Latin America economies slow down their

growth, this could have an adverse effect on the Barceló Group’s business,

reducing turnover and having a negative effect on its profitability.

- The hotel sector is an activity with a high level of financial and operative

leverage

Barceló Group’s activities mainly focus on the hotel sector (63.9% of business

turnover at 31 December 2013). This sector is characterised by a relatively high





5

level of financial leverage and may require major investments in tangible fixed

assets, particularly properties, which have a long economic cycle and require

the investments to be financed, mainly through long-term borrowing.

The use of financial debt by Barceló Group and changes in interest rates could

represent an increase of financial costs for the Barceló Group. In this regard, in

recent years the Barceló Group has performed a series of property investments,

which has increased its financial debt and subsequently the financial costs. This

has led to year-on-year increase of borrowing interest of 491,238 euros in 2013

and of 4,392,397 euros in 2012. Greater exposure of the Barceló Group to

interest rate fluctuations on the money markets could have an appreciable

adverse impact on activities, performance figures and financial situation of the

Barceló Group.

- The hotel sector is highly competitive

The Barceló Group operates in markets in which a number of rivals also

operate. The Barceló Group’s hotels compete with other Spanish and foreign

hotel chains, with major international chains and with independent hotels in

local markets.

The Barceló Group also competes with other hotel operators to sign

management contracts under more favourable conditions. These types of

contracts are based on the value and quality of hotel management services

offered by Barceló Group, on its brand and reputation and on its capacity to

invest in hotels owned by third parties. Barceló Group’s capabilities to obtain

the most beneficial terms in these kinds of contracts will depend, inter alia, on

the success achieved with the properties it currently manages.

Barceló Group’s capacity to be competitive, retaining its current clients and

attracting new ones, depends on the level of success it has in adapting itself to

the needs of its customers and distinguishing the quality of its hotel products

and services with regard to those of its competitors. Furthermore, the properties

currently managed by Barceló Group could generate worse performance

figures than those managed by its rivals

If the Barceló Group is unable to compete successfully, this could have a major

adverse impact on its operating margins, decreasing its market share and

reducing profits of the Barceló Group.

- Geographic concentration of the Barceló Group's activity in Europe and

Latin America

Barceló Group has pursued a strategy of growth focused on diversification of

the markets in which the Group manages hotels, with inaugurations of new

hotels in Italy, Mexico and Greece, as well as other destinations. The

geographic location of Barceló Group’s activities focuses mainly on Europe,





6

the USA and Latin America, markets which at 31 December 2013 totalled

27.4%, 3.3% and 69.3% of EBITDA, respectively.

Consequently, adverse changes in the economic and political situation of

Europe, the USA and Latin America could have a substantial adverse impact

on the activities, performance figures and financial situation of the Barceló

Group.

- Fragmentation of the European hotel market

The European markets in which the Barceló Group engages in its activity are

fairly fragmented as regards the number of brands that operate.

The atomisation of supply makes positioning difficult, as the brand makes very

little difference in this kind of market. Also, it increases pressure on the sales

policies which, when combined with the current economic scenario, make it

difficult for the Barceló Group to perform its marketing and communications

campaigns satisfactorily. This could therefore have a negative effect on the

Group’s activity and marketing expenditure.

- Damages to the properties that are leased, managed or owned by the Barceló

Group may not be covered by the insurance policies

The Barceló Group has insurance policies to cover damages and public liability

with regard to its assets, with coverage limits that the Barceló Group deems

appropriate and habitual in the sector. Some damages, such as those caused by

natural disasters or terrorist acts, may not be able to be insured or may be too

costly to justify insuring them.

The Group may not be able to obtain insurance policies without an increase of

the premium or a reduction in the levels of coverage. Furthermore, in the event

of major damages, the sum assured of the coverage may not be sufficient to pay

the overall market or cost value to replace the damaged asset, the overall

amount resulting from public liability and, in certain cases, even certain

damages may not be insured. Consequently, the Barceló Group could lose all

or part of the capital invested in the property, as well as future revenue from

the same, and may even be liable for financial obligations related to the asset.

- Malfunctions in maintaining the protection and integrity of internal data or

data of clients could lead to the wrong business decisions, damage the

reputation of the Barceló Group and have other adverse effects

Barceló Group’s activities, both with regards to hotel management as well as

travel agencies, require huge amounts of internal and customer data to be

captured and stored, including credit card numbers and other personal details

of its clients and workers. The integrity and protection of data belonging to

clients, workers and the Barceló Group itself is vital. If these data are wrong or





7

incomplete, Barceló Group could take the wrong decisions.

Irrespective of the requirements of data protection regulations that is ever-more

demanding in those countries in which the Barceló Group operates, fraudulent

use or appropriation or improper circulation of clients and employees’ data

could have an adverse effect on the Barceló Group's reputation and lead to

costs, financial encumbrances and lawsuits. Moreover, changes in data

protection regulations could affect or restrict the use of some of the marketing

tools that the Barceló Group uses to offer its products, such as telemarketing

and marketing by e-mail or conventional mail, or the use of new technologies

such as the mobile smart phone as sales channels.

- An increase in the use of Internet services by third parties to make online

hotel or travel bookings could have an adverse effect on the revenue of

Barceló Group

Some hotel rooms of the Barceló Group or the trips offered by the Group's tour

operators are booked through intermediaries that operate on third-party

websites or TPW. There are growing numbers of TPW and they use a wide

variety of online marketing methods to attract customers. The activities and

profits of the Barceló Group could experience a major adverse impact if the

practices of these online brokers mean that consumers become more loyal

towards their brands than to the Barceló Group, reduce hotel or travel bookings

made through the Barceló Group’s website or its travel agencies; or if their

commissions increase the overall cost of bookings for the Barceló Group.

In this regard, the evolution over recent financial years reveals this trend, given

that with regard to the Barceló Group, bookings via TPW have experienced

year-on-year growth of 20%, 32% and 35% in 2012, 2013 and the first quarter

of 2014, respectively. This means that the contribution to sales from this kind

of operation has risen from 8% in 2010 to 13% in 2013 for the Barceló Group.

- The inability to maintain the level of technological development could be

detrimental to operations and the competitive position of the Barceló Group

The hotel and travel agency sector demands growing use of technology and

systems, such as those employed in bookings, management of income and of

assets, and other technologies that the Barceló Group places at the disposal of

its clients. These technologies and systems have to be regularly improved,

upgraded or replaced by others that are more advanced. If the Barceló Group is

unable to do this at the same speed as its rivals or at the costs budgeted, the

Barceló Group's businesses could be negatively affected. Furthermore, the

Barceló Group might not be able to achieve the expected benefits from

introducing these technologies and systems. This could lead to higher costs and

the subsequent negative impact on the Group’s operating profits and, therefore,

on its activities and financial situation.





8

Lastly, the technologies and systems used by the Barceló Group are exposed to

damage or interruptions caused by fires, flooding, hurricanes, electricity supply

cut-offs, viruses, software piracy and similar circumstances. If one of these

natural or unforeseen disasters occurred at any of the sites where the Barceló

Group has its technologies and systems or its booking switchboards it could

cause business interruptions or delays, lead to information losses and even

prevent the Group from performing the booking procedure.

- Natural disasters, contagious diseases, terrorist acts and wars could reduce

the demand for hotel accommodation and travel, and therefore have a

negative effect on the Barceló Group

Causes of force majeure such as hurricanes, earthquakes, volcanoes, tsunamis

and other natural disasters, the spread of contagious diseases, as well as terrorist

acts, wars, crime in general, the dissemination of news that jeopardises the

safety of certain areas or political uncertainties in geographical regions in

which the Barceló Group has significant operations, or from where it receives

a large number of clients, could cause, firstly, damage, impairment and even

destruction of the Barceló Group's activity, and secondly, a decrease in the

frequency of travel and a reduction in the demand for accommodation and/or

travel. In extreme cases, it could even lead to the closure of hotels and travel

agencies.

- Level of tourist activity

Revenue from the travel agency division is directly related to the overall level

of passenger transportation, which is in turn tremendously dependent on

patterns of discretional (i.e. not necessary) expenditure. Discretional

expenditure usually falls during recessions and other periods in which there is

less disposable income.

Given that a large part of travel expenditure, whether for tourist or business

purposes, is discretional, this expenditure tends to fall or to grow more slowly

during economic crises.

The economic crisis that began in 2008 pushed up unemployment and reduced

the financial capability of tourist and business travellers both globally as well

as in the markets in which the Barceló Group operates.

The worldwide recession and distortions in the financial markets related partly

to concerns about the financial health of certain countries in the Eurozone and

their financial institutions, coupled with the uncertainty surrounding global

macroeconomic conditions, particularly in certain key markets in which the

Barceló Group operates, has affected and will continue to affect the demand for

the Group’s products if they carry on.

Although we expect the European travel and the tourist market to increase in





9

the long-term, recent years have revealed a slowdown in spending on leisure in

general and on travel -particularly in Europe-, as well as a fall in demand in

some markets in southern Europe.

Any increase in the economic and financial weaknesses and the surrounding

uncertainty could lead to reduced spending on travel agent products for tourist

and business travellers in Europe and other markets. This could have a major

damaging effect on the business, financial situation and performance figures of

the Barceló Group's operations.

- Operational risks common to the hotel sector

The hotel sector is subject to additional operational risks that could have a

negative effect on hotel profitability.

These factors include the following:

Availability and demand for hotel rooms.

The preference for certain destinations and changes in travel habits, which

may be affected by things such as exchange rate fluctuations of the

currencies of different countries.

Climate change, demographic change (changes or cancellations of

tourism, sporting or cultural events), changes in travel patterns,

reputational changes as well as amendments to the commercial routes of

airlines, flight cancellations and uncertainties.

Renewals, refurbishments and upgrades of hotels and increased

expenditure targeted at security.

Taxes and regulations that influence, determine or regulate the hotel

activity, jobs, salaries, dismissals, immigration, prices, interest rates,

construction or occupation procedures, costs, the environment, etc.

Increases in salaries, social security and other labour costs, insurance,

transport, cost of oil and derivatives and other expenses that can condition

travel by customers or decrease flight frequency.

Human resources management policies that could lead to strikes and

labour disputes that may involve negotiations with unions or workers’

organisations.

The decrease of international fairs and events in the hotel sector as a

consequence of the current economic scenario.

An unfavourable evolution of the tourism industry within the current





10

framework of economic recession, mainly in Eurozone countries, caused

through a lack of consumer confidence, growing unemployment and

adverse lending conditions in some countries.

These factors include the fixed operational costs of the hotel sector (personnel

overheads, taxes on the property, insurance premiums, etc.). If the Barceló

Group is unable to reduce these costs quickly enough when demand falls, the

decrease in turnover could have a particularly adverse effect on its cash flows

and profits.

- Operational risks common to the real estate sector

At 31 December 2013, 39% of the hotels managed by Barceló Group are

owned by the Group. This fact means that the Barceló Group is directly

affected by the operational risks of the real estate sector that could have a

negative influence on the business’s profitability.

These factors include the following:

The possibility of fraud or negligent or malicious actions by an internal

party or a third party that results in business losses.

The lack of liquidity in the real estate market and the uncertainty

surrounding returns from property assets.

Taxes and regulations that influence, determine or regulate jobs, salaries,

dismissals, immigration, prices, interest rates, construction procedures,

costs, the environment, etc.

Increase in salaries, social security and other labour costs, insurance,

transport and other expenditure that could have an effect on business

profitability.

Human resources management policies that could lead to strikes and

labour disputes that may involve negotiations with unions or workers’

organisations.

Contractual breach in the performance, proper and/or timely handover of

real estate assets, either by the construction companies or by the real estate

companies, which lead to early termination of the contractual relationship

and possible losses as a result of a court case.

- The growth of the Barceló Group under the management or leasing system

depends on third parties and future agreements with said parties





11

In addition to those hotels that are owned, the Barceló Group’s hotels are

managed through leasing contracts and management contracts. The

development of additional hotels by the Barceló Group partially implies the

signing and maintaining management or leasing contracts with the property

owners (the “Third-party Owners”). The terms of these agreements are

influenced, inter alia, by the conditions offered by our rivals.

Moreover, the hotels operated through leasing contracts on occasions require

an initial refurbishment to bring them up to the levels demanded by the Barceló

Group. Although normal procedure is to renew lease contracts on their

maturity, there is no certainty surrounding said renewal. Any disagreement,

dispute or litigation with the Third-party Owners or if these contracts are

terminated in advance or not renewed could have an adverse material effect on

the activity, performance figures and financial situation of the Company. This

is because it may not be possible to recoup the initial investment, where

appropriate, at hotels whose contracts have been terminated in advance, or from

reduced revenue from those hotels that are not renewed, lengthening the search

for new hotels and reforming them.

Also, the feasibility of management contracts signed by the Barceló Group

depends on Barceló being able to establish and maintain relations with the

Third-party Owners. If Barceló is unable to create or maintain these relations,

the management contracts that Barceló Group currently has may not be

renewed or new agreements signed.

All this could have a substantial adverse impact on the activities, performance

figures and financial situation of Barceló.

At 31 December 2013, the maturity dates of the lease contracts for the hotels run by the

Barceló Group under this system were as follows:

Country Number of hotels under lease Contract maturity

date

Spain 1 2057 18 Between 2018 and 2035

Germany 1 2027 1 2032

Turkey 3 Between 2016 and 2020 Egypt 1 2024 Czech Republic 1 2027 Italy 6 Between 2014 and 2023 USA 2 2031

- Growth of the Barceló Group through management or lease contracts is

subject to the risks tied to real estate investments

Sustained growth of the Barceló Group through leasing or management

contracts for new hotels and, where appropriate, the refurbishment of existing





12

hotels, is affected by several factors concerning the development of the property

market as a whole. These include the availability of locations, planning and

urban development licences and other permits and limitations of the

corresponding market, such as projected occupancy, territorial restrictions over

leasing or management contracts and the construction costs.

In addition, many of the properties owned by the Barceló Group or Third-party

Owners have been the object of mortgage-backed loans taken out to purchase

or refinance these properties.

If the Barceló Group or the Third-party Owners find it impossible to make loan

repayments for the loans they have signed or to refinance these under more

favourable conditions, the loan creditors could commence procedures to enforce

their guarantees.

In the current economic scenario, the real estate owners are particularly exposed

to financial difficulties. Consequently, there is a possibility that the financing

needs resulting from the obligations acquired through their borrowing lead the

Third-party Owners to sell their properties under unfavourable conditions or, in

the event of underwritten borrowing, to transfer the mortgaged properties to

their creditors.

Any of these attachments or transfers could lead to termination of the

management contracts signed by the Barceló Group, reduced revenue and cash

flows expected from these properties or the loss of capital invested in these

properties by the Barceló Group.

In addition, some of the management contracts signed by Barceló with Third-

party Owners include early termination clauses. For example, in the event that

Barceló fails to exceed the performance figures agreed for certain management

performance tests or if the Third-party Owners pay an agreed fee that gives them

the right to terminate this contract in advance. Early termination by the Third-

party Owners of the management contracts signed with Barceló could lead to a

decrease of turnover for the Barceló Group and an increase of costs.

- Changes in legislation in those countries in which the Barceló Group

operates and which could have a negative effect

As mentioned previously, the Barceló Group performs its activity mainly in the

Eurozone, USA and Latin America. As a consequence, any major legislative

changes in countries in which it operates and, more specifically, in Spain, USA

and Mexico, could have a significant adverse impact on the activities,

performance figures and financial situation of the Barceló Group.

The Barceló Group believes that it substantially complies with legislation

applicable to its activity in the different countries in which it operates.

However, the Barceló Group is subject to a complex set of rules in different





13

jurisdictions which, were they to be interpreted or applied by the competent

authorities using a criterion different to that of the Group, could have an adverse

material effect on the business, prospects and the financial situation of the

Barceló Group.

As far as regulatory conditions are concerned, the Barceló Group mainly

performs its activity in stable markets. However, increased business regulation

in European or Latin American countries where the main activity is performed,

or in those experiencing a growth stage, or in the USA, could restrict Barceló

Group’s expansion. The same effect could come about if there are certain

changes to tax regulations in the future, involving the imposition of municipal

taxes that apply to hotel stays, to the extent that these taxes cannot normally be

immediately passed on in the room price, meaning the hotel operator has to pay

this from its profit margin.

The Barceló Group is unable to predict how any change in legislation or

regulations in the countries in which it operates could affect its activities,

performance figures of financial situation.

- Risks arising from the environmental regulations to which the Barceló Group

is subject

The activities of Barceló Group, its own properties and the properties it

manages, leases and develops are subject to extensive environmental

regulations and the regulations of a great many public authorities.

These regulations could make Barceló Group liable for the costs resulting from

investigation or removal of hazardous waste or substances that are found in or

under any (i) of the properties belonging to the Barceló Group; (ii) of those it

currently manages, leases or develops; (iii) of those that it was involved with

previously; or (iv) of any of the sites (even if these belong to third parties) to

where Barceló Group sends hazardous substances or waste for elimination.

Some of these regulations make all parties responsible for the individual costs

payable by each of the parties involved in the aforementioned activities, even

if there is more than one party responsible for the contamination. There is even

liability for those that arrange transportation of hazardous substances or waste

to specialised facilities or the removal or treatment of these at said facilities to

pay the cost of remediation or removal of these substances if they are finally

dumped into the environment by third parties at those specialised centres.

The presence or the dumping of hazardous substances or waste or failure to

appropriately clean these could lead to significant costs for Barceló Group or

jeopardise Barceló’s possibility of developing, using, selling or leasing any of

its own properties or using these as surety for new loans.

- Risk of depending on key personnel





14

The Barceló Group has an experienced and qualified management team. The

loss of any key member of senior management could have a negative effect on

Barceló Group's operations. The Barceló Group’s possible inability to attract

and hold on to management personnel with sufficient qualifications could

restrict or delay the Group’s business development efforts.

- General litigation and claims risks

The Barceló Group is involved in litigation or claims most of which are the

results of the normal course of business, although the results of these is

uncertain and cannot be accurately determined. These cases basically arise

from relations with clients, suppliers and employees, as well as from the

company's activities.

- Reputational risk

The Barceló Group is exposed to risks through the loss of image and reputation

as a consequence of breach of or negligent compliance with contracts that have

a public repercussion, legal requirements, material damages or damages to

persons, socio-labour conflicts or any other relevant aspect for the public and

the markets.

Damages to reputation, or negative publicity, irrespective of whether or not it

is true, as a result of the activities of the Group or of certain sector agents in

general, could cause appreciable damages to the business or its evolution.

B. SPECIFIC RISK FACTORS OF THE BARCELÓ GROUP

In the normal course of operations, the Barceló Group is exposed to certain risks

relating to the structure of its decision-taking bodies and financial risks, mainly

the credit risk, the interest rate risk, the exchange rate risk, the liquidity risk and

the interest rate variation risk. Management of the Barceló Group reviews and

approves the policies introduced to manage these risks, and which are described

hereunder:

B.1. Financial risks

- Credit risk

The financial instruments that are exposed to the credit risk are mainly trade

receivables from clients. These receivables are generated through the sale of

services to clients. Barceló Group’s policy to mitigate this risk involves placing

a credit limit, depending on their volume and credit rating. Any increase to the

credit limit initially established requires approval from the director of each hotel

and travel agency. Each hotel frequently reviews the age of client balances and

reviews balances that could default. The Barceló Group has provisions in the

event of possible losses, based on management assessing the financial situation





15

of clients, their payment history and the age of balances. Historically, losses

from this risk are within the range expected by management and are of little

significance.

In addition, and to minimise any possible negative influence of payment

behaviour by debtors, the Barceló Group has taken out credit insurance policies

to counter this. In order to issue these policies, the insurance company analyses

the credit solvency of clients and, if it agrees to accept the cover, underwrites

the insured amount if it is not paid. The insurance company is responsible for

managing debt collection and if this proves unsuccessful it will make payment

of compensation within the pre-established deadline.

At 31 December 2013 there are no concentrations of unusually high risk. The

highest risk accepted by Barceló Group is the net accounting balance.

As regards the credit risk from other financial assets, comprising cash balances

and short-term deposits, the credit risk would arise through the incapacity of

financial institutions to respond to these balances, with a maximum risk

equivalent to the book value of these instruments shown under the heading

“Cash and other cash equivalents” and “Other current financial assets” for an

amount of 304 million euros in 2013 (358.8 million euros in 2012).

Notwithstanding the foregoing, the credit risk from these assets may be

considered low.

At 31 December 2013, the balance of provisions for insolvency totals 29.2

million euros. At 31 December 2012, the balance totalled 20.5 million euros.

The amount of provisions of the balance due in 2013 totalled 2.4 million euros

(0.1 million in FY2012).

The age of the receivables balance due and payable at the end of the financial

year and shown in thousands of euros, is:

2013 2012

Less than 90 days 34,320 23,875

More than 90 and less than 180 6,059 10,440

More than 180 and less than 360 2,472 1,910

More than 360 days 5,561 4,647

Total 48,412 40,872

A full provision has been made for the balance with seniority in excess of 360

days, along with part of the balance over 180 days.

- Market Risk

a. Interest rate risk





16

The interest rate risk of the market mainly affects borrowing at a variable rate

of interest.

At 31 December 2013, if the interest rates over the period had been 50 base

points lower and all other variables had remained constant, the pre-tax profit

over the period would have increased by 3,031 thousand euros. Contrariwise,

if the variable interest rate had been 50 base points above the existing rates and

all other variables had remained constant, the earnings would have been

reduced by 3,031 thousand euros.

The Barceló Group has taken out interest rate hedge contracts to cover

fluctuations of the Euribor.

b. Exchange rate risk in the hotels division

As the Barceló Group has a high volume of investments in hotels outside Spain,

the consolidated performance figures of Barceló Group could be affected by

exchange-rate variations. Borrowing interest is denominated in a currency

similar to the interest generated through cash flows from hotel operations,

primarily the euro. This acts as an economic hedge for the costs of loans, sales

and purchases.

The statement of income of hotels located in other countries whose currency is

not the euro is influenced by the exchange-rate variation of their currencies

versus the US dollar and the euro. To calculate the sensitivity analysis for 2013

and 2012 of the statement of income we have taken the pre-tax profits in local

currencies of the most significant countries by business volume, calculating the

net effect that a 5% and 10% swing above and below for each currency would

have on the bottom line.

The 2013 sensitivity analysis is as follows:

Change USA and Latin America Others +10% 2,214,452 206,463

+5% 1,048,951 97,798

-5% (949,051) (88,484)

-10% (1,811,824) (168,924)

The 2012 sensitivity analysis is as follows:

Change USA and Latin America Others +10% 1,950,408 364,465

+5% 923,877 172,641

-5% (835,889) (156,199)

-10% (1,595,788) (298,198)

c. Exchange rate risk and fuel risk in the travel division





17

In the travel agency division -mainly in the airline business- the company takes

out US dollar and fuel hedges. These hedges are contracted in accordance with

the needs to be hedged against for future seasonal flights sold based on the

charter business model with which the Barceló Group operates, ensuring that

these hedges are efficient by establishing a range of cover of between 75-85%

of their overall needs.

- Liquidity Risk

The Barceló Group manages its liquidity risk by ensuring that there is always

sufficient cash to meet its debts whenever these are required for payment under

normal business conditions, without incurring unacceptable losses that could

impair its reputation.

The Barceló Group reviews its liquidity requirements based on cash forecasts,

taking into consideration the maturity dates of receivables and payables as well

as forecast cash flow. The Barceló Group has sufficient cash available to cover

the operational costs for the time during which clients stay, including debt

servicing. This does not include the impact through extreme circumstances that

cannot be reasonably anticipated, such as natural disasters. At 31 December

2013, the consolidated balance sheet of Barceló Group revealed positive

working capital of 50.1 million euros (71.6 million euros as at 31 December

2012).

- Borrowing risk

The Barceló Group manages capital in a way that maintains a borrowing ratio

that gives financial stability to the Barceló Group, seeking investments with

optimum rates of return to generate greater solidity and profitability of the

Barceló Group.

The acquisitions strategy followed in recent years by the Barceló Group has

increased the Group’s borrowing levels. The net worth structure that supports

the assets of Barceló Group comprises approximately 33% of shareholder

equity. Consequently, despite increased borrowing levels the ratios reveal a

moderate level of borrowing.

B.2. Risks related to the structure of its governing bodies

- The interests of Barceló Group shareholders may differ from the interests of

noteholders.

Since it was founded, the Barceló Group has been a family business controlled

by different generations of the Barceló family. The Group’s family connotations

could favour joint action by some shareholders, which would give them the

capacity to hold a significant influence in decisions that require approval by the

majority of shareholders.





18

The interests of Barceló Group shareholders may not match the interests of

holders of the notes issued by the Company.

1.2 Basic information on the specific risks of the securities

The main risks of the securities issued are as follows:

- Market risk. These are fixed-income securities and their market price is subject

to possible fluctuations, mainly concerning the interest rate. Consequently, the

Issuer cannot guarantee that the notes will be traded at a market price that is

equal to or higher than the subscription price of the same.

- Credit risk. The notes are secured against the Issuer’s net worth. The credit risk

arises from the potential inability of the counterparty to comply with the

obligations set out in the contract, and involves the possible loss that full or

partial breach of these obligations could cause.

- Risk of changes to the Issuer's credit rating. The Issuer's credit rating could be

impaired as a consequence of increased borrowing, as well as through

impairment of financial ratios, which would represent a weakening of the

Issuer's capability to meet its debt undertakings.

On 19 September 2014, Axesor Rating compiled a solvency report on the Issuer.

This report is based on Axesor’s rating analysis methodology, although in a

simplified way and with its own framework of analysis. There are significant

differences between these, whereby the score of the solvency report is not a

rating as such and should not be considered a substitute rating by Axesor Rating.

In this report, Axesor Rating is of the opinion that Barceló Group has

experienced an increase of turnover but that this has not had the same

repercussion on its profit margins in the latest financial year as a consequence

of the costs associated to inorganic growth. It expects a steady improvement in

forthcoming years. The new investments have raised the borrowing level with

regard to the company’s capability to generate funds, giving rise to moderate

liquidity. However, the solvency threshold is correct and the plan introduced,

with non-strategic divestitures expected to balance out the group's economic-

financial situation in the short term, and signs of this have already been seen

since the beginning of 2014.

Furthermore, the solvency report does not include certain characteristic

attributes of the rating such as the trend; moreover, the focus of the analysis is

different, given that the solvency report is a valuation that addresses the short

term (12 months).

- Liquidity risk. This is the risk whereby investors are unable to find a

counterparty for the securities when they want to sell the note prior to maturity.

Even though we will apply for inclusion of the securities issued under the aegis





19

of the Base Informative Document on the Alternative Fixed Income Market

(MARF) to mitigate this risk, we cannot guarantee there will be active trading

on the market.

In this regard, we point out that the Issuer has not signed any liquidity contract

and consequently there is no entity obliged to list put and call prices.

Consequently, investors may not find a counterparty for the securities.

- Risk of subordination and priority of credits in insolvency situations

This is the risk of incurring a financial loss in the event that the Issuer files for

insolvency.

The securities issued by virtue of this Informative Document are ranked behind

privileged creditors, on the same level as remaining common creditors and

ahead of subordinate creditors. They are not subject to any preference between

them, pursuant to the credit priority order set out in Law 22/2003, of 9 July,

governing Insolvency.

2. Full name of the Issuer, its address and ID

The full name of the Issuer is BARCELÓ CORPORACIÓN EMPRESARIAL,

S.A. (“Barceló Group” or the “Issuer”). Its registered address is at Josep Rover

Motta, 27, 07006, Palma de Mallorca, Balearic Isles.

The Issuer is a public limited company incorporated for an open-ended period

through a deed authorised by the notary public of Mahón, Rafael Manrique de Lara

Cabezas, on 22 December 1962, under his record number 1244, duly filed with the

Commercial Register of the Balearic Isles in Volume 454, Folio 54, Sheet PM-

9962.

The Issuer's Corporate Tax Code is A-07009830.

Website: www.barcelo.com

Brief description of the Issuer’s activity

The issuer is the parent company of Barceló Group, created in Palma de Mallorca

(Spain) more than 80 years ago. The company was founded by Simón Barceló in

1931, and began as a small family business in the Mallorcan town of Felanitx

(España), specialising in the carriage of persons and goods. The Barceló Group has

grown with the help of three generations that have turned it into one of the biggest

tourist corporations in Spain and the world.

Throughout its 80 years of history, the company has focused its activity on the

world of tourism and, although its two main areas of business are currently

hospitality (hotel management) and travel (retail and wholesale), the group has

http://www.barcelo.com/





20

always been characterised by its pioneering spirit, taking advantage of the

opportunities available in the market and diversifying its operations, with

profitability as the aim.

The history of Barceló Group, which currently has a workforce of more than 23,000

people around the world, is marked by a series of milestones and key dates. These

milestones include the following:

1954: the company enters the travel agency sector for the first time.

1964: Viajes Barceló is launched.

1965: The company introduces a new kind of hotel specifically designed for

families, under the name of Pueblo hotels. The first hotel to be opened is the Barceló

Pueblo Palma, which still forms part of the hotel chain. This model, which

propitiated a more horizontal architecture and the inclusion of sports and leisure

activities for the whole family, was a pioneer of its time and has had a huge

influence on subsequent development of family tourism in Spain and abroad,

representing one of the forerunners of the current “resorts”.

1981: acquisition of the tour operator Turavia. This operation marks the beginning

of Barceló Group’s internationalisation.

1985: beginning of international expansion of Barceló Hotels & Resorts with the

official opening of Barceló Bávaro Beach Resort, the first hotel opened by a Spanish

chain in Punta Cana (Dominican Republic).

1992: the Barceló Group reaches the United States with the purchase of a hotel in

Washington, becoming the first Spanish hotel chain to set up in that country.

2002: the Barceló Group acquires the North American hotel operator Crestline

Capital, which back then managed 7,000 room in 12 US states, and creates the

group's American subsidiary, Barceló Crestline Hotels & Resorts. This operation

enables the company to appreciably increase its presence in that country.

2003: the Barceló Group takes back its travel division Barceló Viajes, the

ownership of which had been transferred to First Choice Holidays PLC on 19 June

2000. That same year, Barceló Hotels & Resorts creates a new central reservations

system (BarceloRes), launches the first version of the website www.barcelo.com

and signs an agreement with the US equity firm Highland Hospitality which, thanks

to the use of a very new formula (the company, which is listed on the stock

exchange, invests in purchasing hotel assets managed by Barceló Crestline Hotels

& Resorts), enabling the chain to rapidly expand throughout the USA.

2004: the construction company FADESA –currently MARTIN-FADESA- and

Barceló Hotels & Resorts signs a strategic partnership for the joint operation of

hotels.





21

2005: the Barceló Group approves a five-year Strategic Plan (2005-2010) for the

main purpose of exceeding 200 hotels by 2010 and to ensure that all of the chain's

establishments are four or five star hotels by that date. This shows the company’s

unswerving commitment to position itself within the medium-high segment of the

market.

2006: the Barceló Group celebrates its 75th anniversary and purchases the Hotel

Formentor. That same year the Barceló Group participates in setting up Playa

Hotels & Resorts, an asset holding company launched for the purpose of acquiring

all-inclusive resorts in Latin America and the Caribbean, most of which will be

managed by Barceló Hotels & Resorts.

2007: the Barceló Group achieves three important milestones: to acquire a minority

stake in the American tourist group Apple Vacation, one of the largest in the USA;

open 21 hotels in the United Kingdom, after signing a long-term rental contract with

the company Dawnay Shore Hotels Plc, owner of the Paramount Hotels chain; and

launch itself in Germany with the incorporation of Barceló Cologne City Centre.

2009: the chain ended that year with the opening of new strategic destinations such

as Cairo (Egypt), Guatemala City (Guatemala), Managua (Nicaragua), Saïdia

(Morocco) and Los Cabos (Mexico), consolidating its positioning in the medium-

high segment of the market.

2012: the chain opens in Italy with three hotels in Rome and two in Calabria, and

adds other establishments in Hamburg (Germany), Brno (Czech Republic) and

Estepona (Spain).

2013: Barceló Hotels & Resorts ends the year with 14 new properties in Mexico,

the Dominican Republic, Greece, Italy and Spain.

2014: the Group adds a new hotel in Egypt. In addition, on 21 March 2014 the

Group completes the sale of its US hotels (Barceló Strarford, Barceló Baltimore

and Barceló Providence), as well as its shares in the Joint Ventures of Barceló

Group in the USA (TCA Block 7, LLC and Blacksburg).

As specified previously, the two main business areas of Barceló Group are

hospitality (hotel management) and travel (retail and wholesale). The most relevant

issues of each of these areas are briefly resumed below:

a) Hospitality – Management of Hotels

The Barceló Group has more than 140 hotels in 17 country, which it operates under

the Barceló Hotels & Resorts and Crestline Hotels & Resorts brands. These figures

make it the fourth largest hotel chain in Spain and the 35th largest in the world

(source: Hotelsmag July/August 2014).

http://www.crestlinehotels.com/





22

While Barceló Hotel & Resorts is responsible for managing hotels in Europe, North

Africa, Latin America and the Caribbean, with a portfolio at 31 December 2013 of

more than 140 hotels and nigh on 38,000 rooms, Crestline Hotels & Resorts, the

American subsidiary of Barceló Group, operates more than 45 hotels in different

US states and the District of Columbia, making it one of the largest hotel managers

in the USA.

In recent years, through its hotel division the Barceló Group has been firmly

committed to the urban segment, and currently has a balanced portfolio whereby

50% of its hotels are holiday hotels on the other 50% are city-based.

The Barceló Group has adapted itself to new market trends, and has positioned itself

in the uppermost segment of the market, whereby virtually all of its establishments

are now four- and five-star hotels, and two out of every three hotels are either new

or have been recently refurbished.

b) Travel agency

The Barceló Group has more than 700 travel agencies in 21 countries. Barceló

Viajes is the Barceló Group brand that specialises in travel, leisure and holidays.

Barceló Viajes is not a group of tourist companies, but rather a tourist company that

is vertically integrated, with specialised brands that offer the traveller an experience

adapted to their tastes.

Barceló Viajes offers its services to both the wholesale and retail segments,

adapting its offer in accordance with the segment targeted, as shown below:

Wholesale division

The wholesale division of Barceló Viajes pools together the generalist tour

operators Quelónea and Jolidey and the long-haul tour operator, laCuartaIsla. As

well as the specialised brands LePlan, LeSki and Jotelclick.

The tour operators put together package holidays (transport, accommodation,

activities, etc.) for sale through the travel agencies and the Group’s own network,

Barceló Viajes. The aim is to ensure that all its products offer the traveller values

such as knowledge, safety, style, flexibility, experience and capacity to respond.

Below we give a summary of the activity and target public of each of these tour

operators and specialised brands:

LaCuartaIsla: operates medium- and long-haul travel, targeted at persons

seeking far-off and exotic destinations. This tour operator is characterised

for its high-capacity of travel customisation.

http://www.crestlinehotels.com/

http://www.barceloviajes.com/


http://www.lacuartaisla.com/lci/





23

Quelónea: seeks to offer a higher level of quality to all travellers. It has a

wide variety of short- and medium-haul travel on regular and charter flights.

Short-haul offers include the Balearic Isles and Canary Islands. As far as

long-haul is concerned, this tour operator specialises in the Caribbean and

surrounding regions, under the philosophy that everyone should be able to

enjoy this kind of travel.

Jolidey: combines the values of quality and service with the needs of

consumers seeking travel flexibility at highly competitive prices, with a

range of supply that covers short-, medium- and long-haul travel on regular

and charter flights.

LePlan: this brand specialises in travel schedules to Disneyland Paris as an

official distributor of the Park. A tour operator that boasts a highly

specialised professional team at destination that provides the value-added

of more than 20 years’ experience.

LeSki: a tour operator that specialises in skiing, adventure and sport. It

offers tailor-made product, holiday packages, getaways and hotels as well

as all other services required, from ski passes to material, skiing or

snowboarding courses and meals, at very competitive prices at the main

national and international ski stations.

Jotelclick: offers travel agents a simple tool with permanently updated

prices to book hotels online. It includes more than 100,000 establishments

organised in accordance with travellers’ needs and a search engine that

includes destination, category, type of room, accommodation basis and

range of dates and prices.

Retail division

Barceló Viajes manages one of the major retail networks of Spain. The retail

division has four business areas: Holiday, Online, Business, and Conferences and

Incentives.

Below we give a summary of the activity and target public of each of these business

areas:

Holiday Area: comprising more than 685 Barceló Viajes agencies in the

high Street, it offers a wide range of products designed for each traveller,

coupled with a quality service, and boasts 1.5 million travellers every year.

Online Area: through the barceloviajes.com and mevoydefinde.com portals

and designed for those clients that prefer online booking. Both portals offer

a wide range of flight, cruise/ferry and railway tickets, hotel stays, tourist

http://www.quelonea.com/quelonea/

http://www.jolidey.com/jolidey/

http://www.leplanilusiones.com/

http://www.leskionline.com/b2c/pages/home.html

http://www.jotelclick.com/b2b/pages/login/index.html;jsessionid=4EB16524A8F77B457BE6320293236804.01-produccion-app03


http://www.mevoydefinde.com/





24

packages, car rental and travel insurance, as well as other products and

services.

Business Area: operates under the specialised corporate travel brand BCD

Travel, with over 1,800 clients, 15 years in business, BTCs throughout

Spain and more than 80 implants and outplants.

Barceló Viajes Conventions and Conferences: this is the specialised

division in the OPC market. It has a team of highly qualified professionals

that engage exclusively in comprehensive management of conferences,

conventions and incentives.

c) Other business areas

In addition, and connected to the business area of the Travel Agencies, Barceló

Viajes has an airline division called Evelop whose main activity is to provide the

company’s tour operators with autonomy and to provide services to other European

operators, with an emphasis on the Scandinavian and British markets. For this

reason, the Barceló Group has a fleet comprising three planes: an A-330 for long-

haul flights to the Caribbean and two A-320s for medium-haul travel.

Barceló Viajes also has the Airline Broker ByPlane, which brokers deals between

tourist agents and airline companies around the world. ByPlane handles the

contracting of latest-generation private planes as well as hiring planes for all kinds

of collectives, business groups, sports teams or incentive trips.

Lastly, the Barceló Group has a travel and experience box brand under the name of

PlanB! The Barceló Group offers 33 gift boxes at over 3,500 points of sale, offering

different experiences based around four areas of interests: food and wine, well-

being, leisure and adventure, getaways and long-haul travel.

The flow diagram below shows the main business areas of Barceló Group referred

to previously:

http://www.barcelocongresos.com/

http://www.planb.es/





25

Consolidated accounts of the Issuer for the financial years that ended on 31

December 2012 and 31 December 2013

As an Annex to this Base Informative Document we attach the Issuer’s

consolidated accounts for the financial years that ended on 31 December 2012 and

31 December 2013, audited and with no qualifications.

3. Full name of the securities issue

2014 Barceló Commercial Paper Programme

4. Persons responsible

Vicente Fenollar Molina, on behalf of BARCELO CORPORACIÓN

EMPRESARIAL, S.A. (hereinafter “Barceló Group” or the “Issuer” and together

with the group companies of which the Issuer is the parent company, the “Group”),

hereby assumes responsibility for the content of this Base Informative Document

for inclusion of securities (the “Base Informative Document”), pursuant to the

authorisation given by the Issuer’s Board of Directors at its meeting held on 15

October 2014.

Vicente Fenollar Molina hereby declares that the information contained in this Base

Informative Document is, to the best of his knowledge and after executing the





26

reasonable diligence to ensure that it is as stated, compliant with the facts and does

not suffer from any omission that could affect the content.

5. Duties of the Registered Advisor of the MARF

Banca March, S.A. is a company incorporated in the presence of the notary public

of Madrid, Rodrigo Molina Pérez, on 24 June 1946. The company adapted its

articles of association to current legislation of Corporate Enterprises through the

deed authorised on 19 July 1990 by the notary public of Madrid, Luis Coronel de

Palma, under his record number 3703, which led to entry 1 in the Commercial

Register of the Balearic Isles, on folio 230 of volume 20 (Companies), book 104 of

the archive, sheet 195, and in the Register of Registered Advisors in accordance

with market circular 6/2013, issued on 21 November 2013 “Banca March, S.A.”

or the “Registered Advisor”).

Banca March, S.A. has been designated Registered Advisor of the Issuer, to enable

this party to comply with the obligations and responsibilities to be assumed on

incorporating its issues into the multilateral trading system, Alternative Fixed-

Income Market (“MARF” or the “Market”), acting as specialist liaison between

MARF and Barceló, and as a means to facilitate the insertion and development of

the same under the new securities trading regime.

Thus, Banca March, S.A. must provide the MARF with periodic information

required by this party and the MARF, for its part, may obtain whatever information

it requires from this party with regard to the actions it carries out and with its

corresponding obligations. To this end, it may perform as many actions as required,

where appropriate, to check the information that has been provided.

Banca March, S.A. has been designated Registered Advisor to provide advisory

services to Barceló Group (i) on the inclusion of the securities issued; (ii) on

compliance with whatsoever obligations and responsibilities that correspond to the

Issuer for taking part on the MARF; (iii) on compiling and presenting the financial

and business information required by the same, and (iv) on checking that the

information complies with the regulatory requirements.

In its status as Registered Advisor, Banca March, S.A. has performed or will

perform the actions detailed hereunder during the term of the commercial paper

programme:

(i) it has verified that the Issuer complies with the requirements of the MARF

regulations for inclusion of its securities into this market;

(ii) it has assisted the Issuer in drawing up the Base Informative Document and

will check all of the information that the Issuer gives to the Market in

accordance with the application for inclusion of the securities on said

Market. It has also checked that the information provided complies with





27

the regulatory requirements and does not leave out any relevant

information that could lead to confusion among investors;

(iii) once the securities have been included, it will check the information that

the Issuer prepares and send this information to the MARF on a periodic or

one-off basis and will check that this information complies with the

requirements concerning content and deadlines set out in the regulations;

(iv) it will advise the Issuer on any events that could affect compliance with the

obligations assumed by this party on including its securities on the MARF.

It will also provide advice on the best way of treating these events to avoid

breach of the foregoing obligations;

(v) it will report any events to the MARF that could represent breach by the

Issuer of its obligations, in the event of noticing any potential and relevant

breach that had not been rectified following notification; and

(vi) it will manage, deal with and respond to inquiries and requests for

information from the MARF with regard to the Issuer's situation, progress

of the activity, the level of compliance with its obligations and any other

data that the Market deems relevant.

For the foregoing purposes, the Registered Advisor will perform the following

actions:

(i) it will maintain regular and necessary contact with the Issuer and would

analyse any exceptional situations that could arise concerning the price

trend, trading volumes and other relevant circumstances surrounding the

trading of the Issuer's securities;

(ii) it will sign the declarations which, in general, have been set out in the

regulations, as a consequence of including the securities on the MARF, as

well as with regard to the information required from companies that have

securities on this market; and

(iii) as expeditiously as possible, it will forward the communications received in

response to inquiries and requests for information to the MARF.

6. Capped outstanding balance

The capped amount of the commercial paper programme will be a nominal fifty

million euros (€50,000,000) (the “Commercial Paper Programme”).

This amount is understood as the capped outstanding amount of what is issued in

the Base Informative Document at any given time.





28

7. Description of the type and class of securities. Nominal value

The notes are discounted securities that represent a debt for the Issuer, they accrue

interest and are reimbursable for their nominal value on maturity.

An ISIN code will be issued to each issue of notes with the same maturity.

Each note will have a nominal value of 100,000 euros, meaning that the maximum

number of notes in circulation at any given time cannot exceed 500.

8. Legislation governing the securities

The securities are issued in accordance with Spanish legislation applicable to the

Issuer or to the securities. More specifically, they are issued in accordance with

Law 24/1988 of 28 July, governing the Securities Market, in accordance with its

current wording and pursuant to those other regulations that this law implements.

This Base Informative Document for the inclusion of notes includes the information

required by Circular 1/2014 from the MARF, of 23 July, on the inclusion and

exclusion of securities on the Alternative Fixed Income Market.

9. Representation of securities through book entries

The notes to be issued under the aegis of this Commercial Paper Programme will

be represented by book entries, as set out in the mechanisms for trading on the

MARF for which inclusion of the securities is requested. The party in charge of

accounting records is Sociedad de Gestión de los Sistemas de Registro,

Compensación y Liquidación de Valores, S.A.U. (Iberclear), with registered office

in Madrid, Plaza de la Lealtad, 1, together with its Participating Entities.

10. Currency of the issue

The notes issued under the aegis of this Commercial Paper Programme will be in

Euros.

11. Order of priority

This issue of notes by Barceló Group will not have any third party guarantees or in

rem guarantees. The capital and the interest of the securities is secured by the

Issuer's total net worth.

For the purposes of priority, should the Issuer file for insolvency the investors are

behind any preferential creditors that the Issuer has on that date, pursuant to the

classification and order of priority of credits set out in Law 22/2003, of 9 July,

governing Insolvency, and the regulations that it implements.





29

12. Descriptions of the rights inherent to the securities and the procedure for

executing these rights. Methods and deadlines for payment of the securities

and handover of the same

Pursuant to legislation in force, the securities issued under the aegis of this

commercial paper programme will, for the investor that acquires them, be without

any present and/or future voting right over the Issuer.

The economic and financial rights of the investor associated to the acquisition and

holding of the notes will be those arising from the conditions of the interest rate,

yields and redemption prices with which they are issued and which are shown in

sections 14, 16 and 18.

The date of payment for the securities issued will be the same date as the issue itself,

and the effective value of the securities will be paid to the Issuer by Banca March,

S.A. into the account specified by this party on each date of issue.

Under all circumstances, the Manager Entity will issue a nominative and non-

negotiable certificate of acquisition. This document will provisionally substantiate

the subscription of the notes until the appropriate book entry is made, and will grant

the holder the right to request the pertinent certificate of legitimation. Similarly, the

Issuer will notify the payment to MARF and to IBERCLEAR through the

corresponding certificate.

13. Date of issue. Programme validity

The Commercial Paper Programme will be in force for one (1) year from the date

of approval of this Base Informative Document by the Governing Body of the

MARF.

As this is a continuous type of commercial paper programme, the securities may be

issued and subscribed on any day during the validity period of the same. However,

the Issuer reserves the right not to issue new securities when it deems such action

appropriate, pursuant to the cash needs of the Issuer or because it has found more

advantageous conditions of funding.

14. Nominal interest rate. Indication of the yield and calculation method

The annual nominal interest will be set in each adjudication. The notes will be

issued at the interest rate agreed by and between Banca March, S.A., (for these

purposes, the “Manager Entity”) and the Issuer. The yield will be implicit in the

nominal value of the note, to be reimbursed on the maturity date.

The interest at which the Manager Entity transfers the notes to third parties will be

the rate freely agreed between the interested parties.





30

As these are discounted securities with an implicit rate of return, the cash amount

to be paid out by the investor varies in accordance with the issue interest rate and

period agreed.

Thus the cash amount of the note may be calculated by applying the following

formula:

Whereby:

N= nominal amount of the note

E = cash amount of the note

d = number of days of the period to maturity

I = nominal interest rate, expressed as an integer value.

A table is included to help the investor, specifying the cash value tables for different

rates of interest and redemption periods, and there is also a column showing the

variation of the cash value of the note by increasing the period of this by 10 days.

This is an English translation for information purpose only of the Spanish document “DOCUMENTO BASE INFORMATIVO DE INCORPORACIÓN DE PAGARÉS AL MERCADO

ALTERNATIVO DE RENTA FIJA (“MARF”)” approve by the board of director of the management boy of MARF on 22 October 2014 of BARCELÓ CORPORACIÓN EMPRESARIAL, S.A. In

case of discrepancy the Spanish version shall prevail

31

7 days 30 days 60 days 90 days 180 days

Nomi

nal

rate

(%)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IRR /

AER

(%)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

1 99,980.8 1 -27.4 99,917.9 1 -27.4 99,835.9 1 -27.3 99,754.0 1 -27.2 99,509.3 1 -27.2

1.25 99,976.0 1.2

6

-34.2 99,897.4 1.2

6

-34.2 99,794.9 1.2

6

-34.1 99,692.7 1.26 -34 99,387.3 1.2

5

-33.8

1.5 99,971.2 1.5

1

-41 99,876.9 1.5

1

-41 99,754.0 1.5

1

-40.8 99,631.5 1.51 -40.8 99,265.7 1.5

1

-40.5

1.75 99,966.4 1.7

7

-47.8 99,856.4 1.7

6

-47.8 99,713.2 1.7

6

-47.7 99,570.3 1.76 -47.5 99,144.4 1.7

6

-47.1

2 99,961.7 2.0

2

-54.8 99,835.9 2.0

2

-54.6 99,672.3 2.0

2

-54.4 99,509.3 2.02 -54.3 99,023.3

2.0

1

-53.7

2.25 99,956.9 2.2

8

-61.6 99,815.4 2.2

7

-61.4 99,631.5 2.2

7

-61.2 99,448.3 2.27 -61 98,902.6

2.2

6

-60.3

2.5 99,952.1 2.5

3

-68.4 99,794.9 2.5

3

-68.1 99,590.7 2.5

3

-67.9 99,387.3 2.52 -67.6 98,782.1

2.5

2

-66.8

2.75 99,947.3 2.7

9

-75.2 99,774.5 2.7

8

-75 99,550.0 2.7

8

-74.6 99,326.5 2.78 -74.3 98,662.0

2.7

7

-73.3

3 99,942.5 3.0

4

-82 99,754.0 3.0

4

-81.7 99,509.3 3.0

4

-81.4 99,265.7 3.03 -80.9 98,542.1 3.0

2

-79.7

3.25 99,937.7 3.3 -88.8 99,733.6 3.3 -88.5 99,468.6 3.2

9

-88 99,205.0 3.29 -87.6 98,422.5 3.2

8

-86.1

3.5 99,932.9 3.5

6

-95.6 99,713.2 3.5

6

-95.3 99,427.9 3.5

5

-94.7 99,144.4 3.55 -94.2 98,303.3 3.5

3

-92.6

3.75 99,928.1 3.8

2

-

102.5

99,692.7 3.8

2

-102 99,387.3 3.8

1

-

101.3

99,083.8 3.8 -

100.7

98,184.3 3.7

9

-99.0

4 99,923.3 4.0

8

-

109.3

99,672.3 4.0

7

-

108.7

99,346.8 4.0

7

-

108.1

99,023.3 4.06 -

107.3

98,065.6 4.0

4

-

105.3

4.25 99,918.6 4.3

4

-

116.2

99,651.9 4.3

3

-

115.5

99,306.2 4.3

3

-

114.7

98,962.9 4.32 -

113.9

97,947.1 4.3 -

111.5

4.5 99,913.8 4.6 -123 99,631.5 4.5 - 99,265.7 4.5 - 98,902.6 4.58 - 97,829.0 4.5 -

This is an English translation for information purpose only of the Spanish document “DOCUMENTO BASE INFORMATIVO DE INCORPORACIÓN DE PAGARÉS AL MERCADO

ALTERNATIVO DE RENTA FIJA (“MARF”)” approve by the board of director of the management boy of MARF on 22 October 2014 of BARCELÓ CORPORACIÓN EMPRESARIAL, S.A. In

case of discrepancy the Spanish version shall prevail

32

7 days 30 days 60 days 90 days 180 days

Nomi

nal

rate

(%)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IRR /

AER

(%)

+

10

days

(eur

os)

Subscri

ption

price

(euros)

IR

R /

AE

R

(%

)

+

10

days

(eur

os)

9 122.2 9 121.3 120.5 5 117.9

4.75 99,909.0 4.8

6

-

129.7

99,611.1 4.8

5

-129 99,225.2 4.8

5

-

127.9

98,842.3 4.84 -127 97,711.1 4.8

1

-124

5 99,904.2 5.1

2

-

136.5

99,590.7 5.1

2

-

135.7

99,184.8

5.1

1

-

134.6

98,782.1 5.09 -

133.5

97,593.6 5.0

6

-

130.3

5.25 99,899.4 5.3

9

-

143.3

99,570.3 5.3

8

-

142.4

99,144.4 5.3

7

-

141.2

98,722.0 5.35 -140 97,476.3 5.3

2

-

136.5

5.5 99,894.6 5.6

5

-

150.1

99,550.0 5.6

4

-

149.1

99,104.0 5.6

3

-

147.8

98,662.0 5.62 -

146.5

97,359.3 5.5

8

-

142.6

5.75 99,889.8 5.9

2

-

156.9

99,529.6 5.9 -

155.8

99,063.6 5.8

9

-

154.3

98,602.0 5.88 -

152.9

97,242.6

5.8

3

-

148.8

6 99,885.

1

6.1

8

-

163.8

99,509.

3

6.1

7

-

162.5

99,023.3

6.1

5

-

160.9

98,542.1 6.14 -

159.4

97,126.

1

6.0

9

-

154.8





33

Given the diversity of the issue rates that are forecast to be applied throughout the

Commercial Paper Programme, we cannot predetermine the resultant return for the

investor (IRR). In any case, it will be determined in accordance with the formula

detailed below:

in which:

I= Effective annual interest rate, expressed as an integer value.

N= Nominal amount of the note

E = Cash amount at the time of subscription or acquisition.

d = Number of calendar days between the date of issue (inclusive) and the date of

maturity (exclusive).

15. Paying agent and depositary entities

The manager entity collaborating in this Programme (“Lead Arranger”) is as

follows:

Banca March, S.A.

Corporate Tax Code: A-07004021

Address: Avenida Alejandro Rosselló 8, 07002, Palma de Mallorca.

A Partnership Contract has been signed for this Programme by and between the

Issuer and the Lead Arranger, which includes the possibility of selling to third

parties.

Banca March, S.A. will also act as paying agent.

The Issuer has not designated a securities depository entity. Each subscriber will

designate, from among the participants in IBERCLEAR, which entity to deposit the

securities with.

16. Redemption price and provisions concerning maturity of the securities. Date

and methods of redemption

The notes issued under the aegis of this Issue programme will be redeemed for their

nominal value on the date given in the document proving acquisition. Where

appropriate, the corresponding withholding at source will be applicable.

The notes issued under the aegis of this Programme may have a redemption period

of between three (3) business days and one hundred and eighty (180) calendar days

(6 months).

The notes will not include an early redemption option either for the Issuer (call) or

for the noteholder (put). Notwithstanding the foregoing, notes may be redeemed

early providing that, on whatsoever grounds, they are in the legitimate possession

of the Issuer.





34

As they are expected to be included for trading on the MARF, the redemption of

the notes will take place pursuant to the operating rules of the clearance system of

said market. To this end, on the maturity date, the nominal amount of the note will

be paid to the legitimate holder of the same. The delegated paying agent is Banca

March, S.A., which accepts no liability whatsoever vis-à-vis reimbursement by the

Issuer of the notes on the maturity thereof.

If reimbursement falls on a non-business day in accordance with the TARGET 2

calendar (Trans European Automated Real-Time Gross Settlement Express

Transfer System), reimbursement will be deferred to the first subsequent business

day unless said day falls in the following month, in which case reimbursement of

the notes will take place on the first business day immediately prior. Neither of the

aforementioned cases will have any effect whatsoever on the amount to be paid.

17. Valid deadline within which reimbursement of the principal may be claimed

Pursuant to the provisions set out in article 1964 of the Civil Code, reimbursement

of the nominal value of these securities will no longer be callable 15 years after

maturity thereof.

18. Minimum and maximum issue period

As mentioned previously, during the validity of this Base Informative Document

notes may be issued with a redemption period of between three (3) business days

and one hundred and eighty (180) calendar days (6 months).

19. Early settlement

The notes will not include an early redemption option either for the Issuer (call) or

for the noteholder (put). Notwithstanding the foregoing, notes may be redeemed

early providing that, on whatsoever grounds, they are in the legitimate possession

of the Issuer.

20. Restrictions on the free transferability of the securities

In accordance with current legislation, there are no specific or general restrictions

on the free transferability of the securities to be issued.

21. Taxation of the securities

In accordance with the provisions set out in current legislation, the notes are rated

as financial assets with implicit returns. Income from these notes is considered to

be capital gains and subject to Personal Income-tax (“IRPF”), Corporate Tax (“IS”)

and Non-residents Income-tax (“IRNR”). The tax is collected through interim

withholdings at source, under the terms and conditions set out in the respective

regulatory laws and other standards that implement said laws.

For illustrative purposes only, the applicable regulations will be:

- Law 35/2006, of 28 November, governing Personal Income-tax and partial

amendment of the laws on Corporate Tax, Non-residents Income-tax and





35

Wealth Tax (“IRPF Law”), as well as articles 74 et seq of Royal Decree

439/2007, of 30 March, which approves the Regulation on Personal Income-

tax and modifies the Regulations on Pension Funds and Plans approved

through Royal Decree 304/2004, of 20 February (“IRPF Regulation”),

- Royal Legislative Decree 4/2004, of 5 March, which approves the

consolidated text of the Corporate Tax Law (“TRLIS”) as well as articles

58 et seq of the Corporate Tax Regulations approved through Royal Decree

1777/2004, of 30 July (“IS Regulation”) and,

- Royal Legislative Decree 5/2004, of 5 March, which approves the

consolidated text of the Non-residents Income-tax Law (“IRNR Law”) and

in Royal Decree 1776/2004, of 30 July, which approves the regulations of

Non-residents Income Tax (“IRNR Regulation ”).

All this is without prejudice to the agreed tax regime or economic agreement in

force, respectively, in the historic territories of the Basque Country or in the

Regional Community of Navarre, or any other exceptional ones that could be

applicable through the specific characteristics of the investor.

As a general rule, in order to dispose of or obtain reimbursement of financial assets

with capital gains that are subject to a withholding at source at the time of transfer,

redemption or reimbursement, prior acquisition of the same must be substantiated

through a notary public or by financial institutions obliged to perform withholdings.

The price of the transaction must also be certified. The financial institutions through

which the payment of interest is made or which intervene in the transfer, redemption

or reimbursement of securities are obliged to calculate the returns attributable to the

securities holder and notify this to both the holder of the security as well as to the

Tax Authorities. The Tax Authorities must also be notified of those persons taking

part in the aforementioned transactions.

Ownership of these securities will likewise be subject to Wealth Tax and the

Inheritance and Gift Tax on the date of accrual of said taxes, by virtue of the

provisions set out in current regulations in each case.

In any case, given that this summary is not a thorough description of all tax

considerations, we recommend that investors interested in acquiring the notes to be

issued check with their tax advisors or lawyers who could give them personalised

advice in view of their specific circumstances. Likewise, investors and potential

investors should take into consideration potential changes in legislation or its

criteria of interpretation.

Investors that are individuals with tax residence on Spanish territory

Personal Income-tax

In general, capital gains obtained from investments in notes by individuals that are

resident on Spanish territory are subject to a withholding at source, as interim

payment of personal income-tax, at the current rate of 21%. The withholding carried





36

out will be deductible from the personal income-tax amount, giving rise, where

appropriate, to the tax rebates provided for in current legislation.

Furthermore, the difference between the value of subscription or acquisition of the

asset and its transfer, redemption, swap or reimbursement value will be considered

as an implicit capital gains return and will be added to the taxable base for the

financial year in which the sale, redemption or reimbursement takes place. Tax will

be paid at the rate in force at any given time, which is currently 21% up to €6,000,

25% from €6,000.01 to €24,000 euros and 27% from €24,000.01 upwards.

In order to carry out the transfer or reimbursement of the assets, the prior acquisition

of the same must be certified by notaries public or financial institutions obliged to

perform the withholding, as well as showing the price at which the transaction was

carried out. The issuer cannot perform reimbursement when the holder fails to

substantiate such status through the opportune certificate of acquisition.

In the case of returns obtained through transfer, the financial institution acting on

behalf of the transferring party will be obliged to make the withholding at source.

In the case of returns obtained through reimbursement, the entity obliged to make

the withholding will be the financial institution responsible for the transaction.

Similarly, to the extent that the securities are subject to application of the tax regime

set out in Additional Provision Two of Law 10/2014, of 26 May, governing the

legal system, supervision and solvency of credit institutions (“Law 10/2014”) the

reporting regime set out in article 44 of Royal Decree 1065/2007, of 27 July, will

apply pursuant to the wording given in Royal Decree 1145/2011, of 29 July.

Wealth Tax

In general, individuals with their usual place of residence in Spain are subject to

Wealth Tax (“IP”). Wealth Tax was introduced through Law 19/1991, of 6 June,

governing Wealth Tax (“IP Law”) and was compulsory until the introduction of

Law 4/2008, of 23 December which, without derogating said tax, removed the

effective obligation of paying it.

However, the sole article of Royal Decree Law 13/2011, of 16 September, as well

as Law 16/2012, of 27 December, temporarily re-established Wealth Tax for 2011,

2012 and 2013. Securities or rights over securities under the terms set out in the IP

Law were subject to this tax. Elsewhere, Law 22/2013, of 23 December, governing

General State Budgets for 2014, sets out in article 72 the extension of Wealth Tax

for this financial year, through amendment of Royal Decree-Law 13/2011 referred

to previously.

In general, Royal Decree-Law 13/2011 raised the minimum exemption amount to

700,000 euros, without prejudice to what had already been established, where

appropriate, in each Autonomous Communally, as these communities hold

regulatory terms of reference and may also introduce special rules that provide for

certain exemptions or allowances that will need to be checked.

Inheritance and Gift Tax





37

Moreover, pursuant to Law 29/1987, of 18 December, governing Inheritance and

Gift Tax, individuals resident in Spain that acquire the securities or rights over these

securities through inheritance, bequest or gift will be subject to the tax in

accordance with state, regional and local regulations that apply depending on the

usual place of residence of the acquiring party.

Investors that are individuals with tax residence on Spanish territory

Corporation Tax

The profits obtained by Corporate Tax taxpayers when said profits arise from these

financial assets are exempt from the obligation of making the withholding providing

that the notes (i) are represented by book entries and (ii) are traded on a Spanish

official secondary market of securities, or on the MARF. Otherwise, the

withholding at source -performed as an interim payment of Corporation Tax- will

be carried out at the current rate of 21%. The interim withholding carried out will

be deductible from the Corporate Tax amount payable.

The procedure to introduce the exemption described in the previous paragraph will

be the one set out in the Order of 22 December 1999.

The financial institutions that take part in the transfer or reimbursement operations

will be obliged to calculate the capital gains attributable to the securities holder and

to notify this to both the holder as well as the Tax Authorities.

Notwithstanding the foregoing, to the extent that the securities are subject to

application of the regime set out in Additional Provision One of Law 10/2014, the

procedure set out in article 44 of Royal Decree 1065/2007, of 27 July, will be

applicable in accordance with the wording given through Royal Decree 1145/2011,

of 29 July.

Wealth Tax

Legal entities are not subject to Wealth Tax.


Legal entities do not pay Inheritance and Gift Tax.

Investors that are not resident on Spanish territory

Non-residents income-tax for investors not resident in Spain with a permanent

establishment

Non-resident investors with a permanent establishment in Spain will be subject to

a tax regime similar to the one described for investors that are legal entities resident

in Spain.

Non-residents income-tax for investors not resident in Spain without permanent

establishment





38

To the extent that the securities are subject to application of the provisions set out

in Additional Provision One of Law 10/2014, these returns will be exempt from

Non-residents Income-tax (IRNR). If the aforementioned Additional Provision One

is not applicable, the returns resulting from the difference between the value of

redemption, transfer, and reimbursement or swap of the Notes issued under this

Programme and their subscription or acquisition value, obtained by investors

without tax residence in Spain, these will be subject to a tax rate of 21% in general.

In order to apply the exemption referred to in the previous paragraph, it will be

necessary to comply with the procedure set out in article 44 of Royal Decree

1065/2007, of 27 July, in the wording given by Royal Decree 1145/2011, of 29

July.

Wealth Tax

Without prejudice to the provisions set out in the treaties to avoid double taxation,

in general those individuals that do not have a usual place of residence in Spain

pursuant to the provisions set out in article 9 of the IRPF Law and who, at 31

December each year, own properties that are either situated in Spain or with

executable rights over the same, are subject to Wealth Tax, without prejudice to any

applicable exemptions.


Also, pursuant to Law 29/1987, of 18 December, governing Inheritance and Gift

Tax, individuals non-resident in Spain that acquire the securities or rights over the

securities through inheritance, bequest or gift and who are resident in a country with

which Spain has a treaty to avoid double taxation vis-à-vis this tax will be subject

to taxation pursuant to the provisions set out in the respective treaty. In order to

apply the provisions set out in this treaty, it will be necessary to prove tax residence

through the corresponding certificate validly issued by the tax authorities in the

investor’s country of residence, expressly placing on record their residence for the

purposes set out in the treaty.

If a treaty to avoid double taxation is not applicable, individuals non-resident in

Spain will be subject to Inheritance and Gift Tax pursuant to state laws. The tax rate

will range between 0 and 81.6%.

Indirect taxation in the acquisition and transfer of the securities issued

The acquisition and, where appropriate, subsequent transfer of the Notes is exempt

from the Tax on Onerous Property Transfers and Documented Legal Acts (Stamp

Duty) and VAT under the terms set out in article 108 of the Securities Market Act

and concordant articles of the laws that regulate the aforementioned taxes.

22. Publication of the prospectus

This Programme will be published on the MARF website (www.aiaf.es).

http://www.aiaf.es/





39

23. Description of the placement system and, where appropriate, subscription of

the issue

Issue and placement of notes through customised placement brokered by the Lead

Arranger

On any business day, between 10 a.m. and 2 p.m., the Issuer may receive

personalised requests from the Lead Arranger for a minimum amount of ONE

MILLION (1,000,000) euros, whereby the nominal value of each Note is one

hundred thousand (100,000) euros.

The Lead Arranger acts as broker in the placement of the notes, without prejudice

to which the Lead Arranger may subscribe Notes in its own name.

The determination of the price in each case will be performed through an agreement

between the Issuer and the Lead Arranger, and the terms of said agreement will be

confirmed by fax, which will be sent by the Issuer to the Lead Arranger. The rate

applied to third parties by the Lead Arranger may not be the same as the acquisition

price of the same.

The agreement between the Issuer and the Lead Arranger will be closed on the same

day as the request, whereby the date of payment and issue will be the one agreed

by the parties, although this cannot exceed two business days following the issue

agreement date.

Publication of the inclusion of the issue.

The inclusion of the issue will be reported on the MARF website

(http://www.aiaf.es/esp/aspx/Portadas/HomeMARF.aspx).

24. Costs for legal, financial and auditing services and other services provided to

the issuer for the issue/inclusion, as well as the placement costs and, where

appropriate, insurance, originated through the issue, placement and inclusion

The costs for all legal, financial and audit services and other services provided to

the issuer for the issue/inclusion of the notes totals a sum of THREE HUNDRED

THOUSAND EUROS (€300,000), excluding taxes (assuming the issue of

50,000,000 euros under the Programme), including the fees of MARF and

IBERCLEAR.

25. Inclusion of the securities

25.1 Application for inclusion of these securities onto the Alternative Fixed-Income

Market (MARF). Deadline for inclusion

The inclusion of the securities described in this Base Informative Document onto

the multilateral trading system known as the Alternative Fixed-Income Market

(MARF) will be applied for. The Issuer hereby undertakes to carry out all of the

formalities required so that the notes are listed on the aforementioned market within

a deadline of three (3) business days from the date the securities are issued. For

http://www.aiaf.es/esp/aspx/Portadas/HomeMARF.aspx





40

these purposes, we remind you that, as set out under previous headings, the issue

date is the same as the payment date.

Under no circumstances will the deadline exceed the maturity of the notes. In the

event of breach of the aforementioned deadline, the reasons for the delay will be

notified to MARF and will be published in a national newspaper. This is without

prejudice to any possible contractual liability that may be incurred by the Issuer.

MARF has the legal structure of a multilateral trading system (SMN), under the

terms set out in articles 118 et seq of the Securities Market Act, and is an unofficial

alternative market for the trading of fixed-income securities.

Overseen by the Governing Body of the AIAF Mercado de Renta Fija, S.A.U.,

MARF seeks to help finance Spanish companies. To this end, MARF accepts

issuers that wish to find finance on the money markets, and is simultaneously

targeted at qualified, institutional, Spanish and foreign investors that wish to

diversify their portfolios of fixed-income securities.

To achieve these objectives, the issue conditions have been made more flexible, and

the processing of issues has been simplified and sped up. At the same time, major

requirements of transparency have been introduced, duly respecting the balance

between requirements and flexibility.

This is therefore a source of alternative financing that supplements traditional bank

financing, and enables companies to access the money markets, adjusting the

repayment periods to their own needs.

The main reasons why Barceló Group has requested the inclusion of securities onto

the MARF are as follows:

(i) To diversify the sources of third-party funding by accessing the money

markets.

(ii) To finance the Company's growth, both organic and inorganic.

(iii) To benefit from more flexible requirements with regard to official markets,

together with reduced costs.

(iv) To project the Company's image in the national and international arena.

This Base Informative Document has been drafted in accordance with the

information required through Circular 1/2014, from the MARF, of 23 July, on the

inclusion and exclusion of securities on the Alternative Fixed-Income Market, and

the procedures applicable to the inclusion and exclusion on the MARF set out in its

own Regulations and other applicable regulations.

Neither the Governing Body of the MARF nor the National Securities Market

Commission (CNMV) nor the Manager Entity have approved or carried out any

kind of check or verification with regard to the content of this Base Informative

Document, of the audited annual accounts submitted by the Company and of the

credit rating and issue risk report required through Circular 1/2014. The





41

intervention of the Governing Body of the MARF does not represent a statement or

recognition of the full, comprehensible and consistent nature of the information set

out in the documentation provided by the Issuer.

We recommend that the investor carefully read this Base Informative Document in

full prior to taking any investment decision concerning marketable securities.

The Issuer hereby expressly states that it is aware of the requirements and

conditions demanded for the acceptance, permanence and exclusion of the

securities on the MARF, according to current legislation and the requirements of its

governing body, and hereby agrees to comply with them.

The Issuer hereby expressly places on record that it is aware of the requirements for

registration and settlement on Iberclear. The settlements of transactions will be

performed through Iberclear.

26. Liquidity agreement

The Issuer has not signed any liquidity undertaking whatsoever with any entity vis-

à-vis the securities to be issued under this Programme.

As the person responsible for the Base Informative Document:

_________________________________

Vicente Fenollar Molina

Barcelo Corporación Empresarial, S.A





42

ISSUER

Barceló Corporación Empresarial, S.A

Josep Rover Motta, 27,

07006, Palma de Mallorca, Balearic Isles

MANAGER ENTITY AND SOLE LEAD ARRANGER

Banca March, S.A.

Avenida Alejandro Rosselló 8,

07002, Palma de Mallorca

REGISTERED ADVISOR

Banca March, S.A.



PAYING AGENT

Banca March, S.A.



LEGAL ADVISOR

J&A Garrigues, S.L.P.

Calle Hermosilla, 3

28001 Madrid





43

ANNEX

CONSOLIDATED ACCOUNTS OF THE ISSUER FOR THE FINANCIAL YEARS

THAT ENDED ON 31 DECEMBER 2012 AND 31 DECEMBER 2013

Documents

BARCELÓ CORPORACIÓN EMPRESARIAL, S.A