National Storage Mechanism | Additional information
RNS Number : 6214W
Hostelworld Group PLC
26 April 2021
 

 

 

 

LEI:213800OC94PF2D675H41

 

26 April 2021

 

 

Hostelworld Group plc

 (the "Company")

 

RESULTS OF ANNUAL GENERAL MEETING and general meeting

The Annual General Meeting of the Company (the "AGM") was held at 12.00 noon today and, further to the announcement on 1 April 2021, a General Meeting of the Company (the "GM") was held at 12.30 p.m. today.

Annual General Meeting

All resolutions proposed at the AGM were duly passed on a poll and the results of each resolution were as follows:

Resolution 

VOTES
FOR

%

VOTES
AGAINST

%

VOTES
TOTAL

% of ISC VOTED

VOTES
WITHHELD

1.    To adopt the Company's accounts and the Directors' and Auditor's Reports for the year ended 31 December 2020

94,516,607

99.97

30,335

0.03

94,546,942

81.28%

0

2.    To approve the Directors' remuneration report

76,257,907

80.92

17,981,537

19.08

94,239,444

81.02%

307,498

3.    To re-elect Michael Cawley as a director

92,862,799

98.22

1,682,115

1.78

94,544,914

81.28%

2,028

4.    To re-elect Carl G. Shepherd as a director

90,908,448

96.15

3,636,466

3.85

94,544,914

81.28%

2,028

5.    To re-elect Ć’imear Moloney as a director

92,898,225

98.26

1,648,717

1.74

94,546,942

81.28%

0

6.    To re-elect Gary Morrison as a director

94,536,292

99.99

8,622

0.01

94,544,914

81.28%

2,028

7.    To re-elect Evan Cohen as a director

93,015,525

98.38

1,529,389

1.62

94,544,914

81.28%

2,028

8.    To elect Caroline Sherry as a director

94,538,280

99.99

8,662

0.01

94,546,942

81.28%

0

9.    To re-appoint Deloitte as auditors to the Company

94,514,551

99.97

32,391

0.03

94,546,942

81.28%

0

10.  To authorise the Directors to fix the auditors' remuneration

94,528,509

99.98

18,433

0.02

94,546,942

81.28%

0

11.  To authorise the Directors to allot shares

73,997,214

78.27

20,549,728

21.73

94,546,942

81.28%

0

12.  To authorise the directors to dis-apply pre-emption rights

77,477,104

81.95

17,069,838

18.05

94,546,942

81.28%

0

13.  To authorise the Company to purchase its own shares

94,526,155

99.98

20,787

0.02

94,546,942

81.28%

0

14.  To authorise the Company to make political donations and incur political expenditure

70,695,146

74.77

23,851,107

25.23

94,546,253

81.28%

689

15.  To authorise the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days' notice

80,137,286

84.76

14,409,656

15.24

94,546,942

81.28%

0

General Meeting

Both resolutions proposed at the GM were duly passed on a poll and the results of each resolution were as follows:


VOTES
FOR

%

VOTES
AGAINST

%

VOTES
TOTAL

% of ISC VOTED

VOTES
WITHHELD

1.    To approve the amendment to the Directors' Remuneration Policy

66,612,983

70.83

27,427,315

29.17

94,040,298

80.85%

49,166

2.    To approve the amendment to the rules of the Company's Long Term Incentive Plan

66,763,626

70.98

27,302,038

29.02

94,065,664

80.87%

23,800

 

 Notes (applicable to the votes cast at the AGM and the GM):

(i)               Votes 'For' include those votes giving the Chair discretion.

(ii)              The number of ordinary shares in issue on 26 April 2021 was 116,321,185.  Shareholders are entitled to one vote per share. 

(iii)             A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

 

Resolutions 1 to 11 and 14 proposed at the AGM were passed as ordinary resolutions and Resolutions 12, 13 and 15 proposed at the AGM were passed as special resolutions. Resolutions 1 and 2 proposed at the GM were passed as ordinary resolutions.

Substantial votes against AGM Resolutions

The Board notes that more than 20 per cent. of the votes cast on Resolution 11, which grants authority to the Directors to allot securities generally, were against the resolution. Resolution 11 was presented to shareholders in accordance with current UK best practice guidance, including the Investment Association share capital management guidelines. The Board will keep under review best practice for this resolution and intends to consult with the relevant shareholders to better understand their concerns on this issue and the reasons behind this result, and will provide an update within six months as required by the Corporate Governance Code 2018 (the "Code").

The Board also notes that more than 20 per cent. of the votes cast on Resolution 14, which authorises the Company to make political donations and incur political expenditure, were against the resolution. As stated in the notice of AGM, it is not the Company's intention to make donations to political parties, or to make other political donations within the normal meaning of that expression, and the Directors have no intention of changing that policy. The purpose of Resolution 14 is to avoid the inadvertent infringement of provisions within the Companies Act 2006. The Company intends to consult with the relevant shareholders to better understand their concerns on this issue and the reasons behind this result, and will provide an update within six months as required by the Code.

Substantial votes against GM Resolutions

The Board notes that more than 20 per cent. of the votes cast on Resolution 1, which approves the amendment to the Directors' Remuneration Policy to permit the grant of a Restricted Share Award and Resolution 2, which approves the amendment to the rules of the Company's Long Term Incentive Plan, were against those resolutions. In advance of finalising the proposals put forward at the GM, the Remuneration Committee of the Board wrote to shareholders holding approximately 70 per cent. in aggregate of the Company's issued ordinary share capital, as well as the major proxy advisors and institutional investor representative bodies, explaining the rationale for the proposals and inviting comments. The majority of those consulted engaged productively with the Company, understood the specific circumstances faced by Hostelworld and expressed their support for the proposals. The Company intends to consult with the relevant shareholders to better understand their views and the reasons behind this result, and will provide an update within six months as required by the Code.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed other than ordinary business at the Annual General Meeting and the resolutions passed at the General Meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In accordance with the Listing Rules of Euronext Dublin, a copy of such resolutions has also been forwarded to Euronext Dublin and will shortly be available for inspection at the following address:

Companies Announcement Office

Euronext Dublin

28 Anglesea Street

Dublin 2

 

A copy of this announcement setting out the results of the AGM and the GM is also available on the Company's website at www.hostelworldgroup.com.

The full text of each of the resolutions passed at the AGM and the GM is set out in the notice of AGM and the notice of GM (as applicable), copies of which are available on the Company's website (www.hostelworldgroup.com).

 

For further information contact:

Hostelworld Group plc 

Gary Morrison, Chief Executive Officer

Caroline Sherry, Chief Financial Officer

Rudolf O'Kane, Head of Commercial Finance

Tel: +353 (0) 1 498 0700

Powerscourt (Financial PR adviser)

Lisa Kavanagh

Eavan Gannon

Jack Shelley

Tel: +44 (0) 20 7250 1446

Email: hostelworld@powerscourt-group.com

 

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