Last checked at 26 Apr 2021 14:15
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 | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
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 ƒimear 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:
VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD | |
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