X0206 3 2017-03-11 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001468174 Hyatt Hotels Corp 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 0 0 1 0 0001700878 HI Holdings Playa B.V. HERIKERBERGWEG 238 1101 CM AMSTERDAM P7 NETHERLANDS 0 0 1 0 0001701356 AIC Holding Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 0 0 1 0 0000313137 HYATT INTERNATIONAL CORP 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 0 0 1 0 0001701349 Hyatt International Holdings Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 0 0 1 0 Ordinary Shares 11969741 I See Footnote Warrants (right to buy) Ordinary Shares 579602 I See Footnote Warrants (right to buy) Ordinary Shares 237110 I See Footnote The ordinary shares are owned directly by HI Holdings Playa B.V. ("HI Holdings"), which is a wholly-owned subsidiary of Hyatt International Holdings Co., which is a wholly-owned subsidiary of Hyatt International Corporation, which is a wholly-owned subsidiary of AIC Holding Co., which is a wholly-owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. are the indirect beneficial owners of the reported securities. HI Holdings directly holds 1,738,806 warrants ("Founder Warrants"), each entitling the holder to purchase one-third of an ordinary share at an exercise price of one-third of $11.50. The Founder Warrants can be exercised starting on the 30th day after March 11, 2017. HI Holdings directly holds 237,110 warrants ("Earnout Warrants"), each entitling the holder to purchase one ordinary share. The Earnout Warrants are exercisable for a five-year period beginning on March 11, 2017 in the event the closing price of the Issuer's ordinary shares on the NASDAQ Capital Market (or successor) is greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of Euro 0.10 per share. HI Holdings has entered into a Shareholder Agreement, dated as of March 10, 2017 and effective as of March 11, 2017 (the "Shareholder Agreement") with the Issuer and certain other holders (the "Holders") of ordinary shares of the Issuer. As a result of the provisions in the Shareholder Agreement related to voting for certain director designees, the Holders and HI Holdings may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders. Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney /s/ Rena Hozore Reiss, Executive Vice President, General Counsel and Secretary, Hyatt Hotels Corporation 2017-03-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for AIC Holding Co. 2017-03-22 /s/ Rena Hozore Reiss, Executive Vice President and Secretary, Hyatt International Corporation 2017-03-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for Hyatt International Holdings Co. 2017-03-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for HI Holdings Playa B.V. 2017-03-22