AGM Information • Apr 29, 2019
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what acƟ on you should take, you are recommended to seek your own fi nancial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your registered holdings of ordinary shares in the Company please forward this document, together with the Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was eff ected for delivery to the purchaser or transferee.
(Registered in England and Wales with no. 9818705)
NOTICE OF ANNUAL GENERAL MEETING 2019
NoƟ ce of the Annual General MeeƟ ng of the Company to be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on Friday 31 May 2019 at 12 noon is set out at the end of this document and the recommendaƟ on of the Directors is set out on page 6.
A Form of Proxy for use at the MeeƟ ng is provided. To be valid, any instrument appoinƟ ng a proxy must be received by Computershare Investor Services PLC at P.O. Box 13030, Dublin 24, Ireland (if by post) or 3100 Lake Drive, Citywest Business Campus, Dublin 24 D24 AK82, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Wednesday 29 May 2019. AlternaƟ vely, a proxy may be appointed electronically at www.eproxyappointment.com or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
Michael Cawley (Non-execuƟ ve Chairman) Gary Morrison (Chief ExecuƟ ve Offi cer) TJ Kelly (Chief Financial Offi cer) Andy McCue (Non-execuƟ ve Director) Carl Shepherd (Non-execuƟ ve Director) Éimear Moloney (Non-execuƟ ve Director)
Registered Offi ce: High Holborn House 52-54 High Holborn London WC1V 6RL
To holders of ordinary shares of €0.01 each in the Company
This leƩ er accompanies the 2018 Annual Report (the "Annual Report") and gives details of the business to be transacted at the Annual General MeeƟ ng of the Company (the "AGM") to be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 31 May 2019 at 12 noon.
The purpose of the AGM is to seek shareholders' approval for the ResoluƟ ons. It is also an opportunity for shareholders to express their views and to ask quesƟ ons of the Directors of the Company. We, as your Board, are commiƩ ed to open dialogue with our shareholders and our AGM is an excellent means to engage with you directly.
NoƟ ce of the AGM is given on page 7.
Company law requires the Directors to present to the AGM the audited accounts and the Directors' and Auditors' reports for the fi nancial year ended 31 December 2018. The audited accounts and the Directors' and Auditors' reports for the fi nancial year ended 31 December 2018 are included in the Annual Report.
The purpose of ResoluƟ on 2 is to approve the Directors' remuneraƟ on report for the fi nancial year ended 31 December 2018. The Directors' remuneraƟ on report is set out on pages 86 to 97 of the Annual Report. The vote is advisory and the Directors' enƟ tlement to receive remuneraƟ on is not condiƟ onal on it.
Shareholders are requested to approve the Directors' remuneraƟ on policy as set out on pages 76 to 85 of the 2018 Annual Report. The Directors' remuneraƟ on policy must be approved by shareholders (by a separate resoluƟ on) at least once every three years. The current remuneraƟ on policy was approved by shareholders at the annual general meeƟ ng in 2016 and is due for renewal. The proposed remuneraƟ on policy incorporates a number of changes to the 2016 policy which are summarised on pages 76 and 77 of the 2018 Annual Report. The Chairman of the RemuneraƟ on CommiƩ ee consulted with major shareholders and insƟ tuƟ onal advisory bodies on these changes during the year. If approved by shareholders, the proposed new remuneraƟ on policy will take eff ect immediately upon conclusion of the Annual General MeeƟ ng.
2
The vote on this resoluƟ on is binding in nature and the Company may not make a payment to a Director or a former Director unless it is consistent with the terms of the policy (or has otherwise been approved by a shareholder resoluƟ on).
Consistent with the dividend policy set out at the Ɵ me of IPO, the Directors have recommended a full year fi nal dividend of €0.09 per share which, together with the interim dividend of €0.048 per share paid in September 2018, is a distribuƟ on of 75% of the Company's adjusted profi t aŌ er taxaƟ on for the year ended 31 December 2018. The purpose of ResoluƟ on 4 is to approve the fi nal dividend for the year ended 31 December 2018. If ResoluƟ on 4 is approved, the fi nal dividend for the year ended 31 December 2018 will be paid on 5 June 2019 to holders of ordinary shares on the register at the close of business on 10 May 2019.
Because the Company is tax resident in Ireland, dividend payments are subject to dividend withholding tax in Ireland at the standard rate of Irish income tax. Certain categories of shareholders not resident in Ireland are enƟ tled to an exempƟ on from the withholding tax if, prior to payment of the dividend, the Company's registrar (Computershare) has received all relevant documentaƟ on required for the exempƟ on to apply. If you are in any doubt as to whether you may be enƟ tled to such exempƟ on you should read the informaƟ on set out in the Appendix and take legal advice if necessary.
The 2018 UK Corporate Governance Code requires the directors of all offi cial list companies to be subject to annual re-elecƟ on. Accordingly, ResoluƟ ons 5 to 8 propose the re-elecƟ on of each of the current Directors who were re-elected at the 2018 AGM.
The Board has made two appointments since the 2018 AGM. Gary Morrison was appointed to the Board of Directors as Chief ExecuƟ ve Offi cer on 11 June 2018 and TJ Kelly was appointed to the Board of Directors as Chief Financial Offi cer on 21 November 2018. Accordingly, ResoluƟ ons 9 and 10 propose the elecƟ on of Gary Morrison and TJ Kelly who were appointed since the 2018 AGM.
The Board has considered the performance of each of the Directors to be elected or re-elected and is saƟ sfi ed that their performance conƟ nues to be eff ecƟ ve and demonstrates commitment to the role. CollecƟ vely, the Non-execuƟ ve Directors possess a wide range of fi nancial, commercial and general management experience, online travel experƟ se and e-commerce experƟ se, and each Non-execuƟ ve Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collecƟ ve range of knowledge and viewpoints ensures a high quality of robust debate and input into key decisions and ensures the Board operates eff ecƟ vely. In terms of the ExecuƟ ve Directors, Gary Morrison has signifi cant experience of the travel industry and a track record of growth in an online markeƟ ng business and TJ Kelly has a wealth of fi nancial experience in internaƟ onal consumer-focused businesses and proven track record in fi nancial leadership. It is, therefore, felt that through the combined business skills, e-commerce experƟ se and online travel experƟ se of its Non-execuƟ ve and ExecuƟ ve Directors, each Director's contribuƟ on is and conƟ nues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the elecƟ on and re-elecƟ on of each of the Directors.
Brief biographies for each of the Directors are included in the Annual Report.
The Company is required to appoint auditors at each AGM at which accounts are laid before the Company, to hold offi ce unƟ l the conclusion of the next such meeƟ ng.
The Audit CommiƩ ee, on behalf of the Board, has reviewed the eff ecƟ veness, independence and objecƟ vity of the external auditors, DeloiƩ e Ireland LLP and now proposes their re-appointment as auditors of the Company.
This resoluƟ on authorises the Directors, in accordance with standard pracƟ ce, to negoƟ ate and agree the remuneraƟ on of the auditors. In pracƟ ce, the Audit CommiƩ ee will consider the audit fees for recommendaƟ on to the Board.
This resoluƟ on asks shareholders to grant the Directors authority under secƟ on 551 of the Companies Act 2006 (the "Act") to allot ordinary shares or grant such subscripƟ on or conversion rights as are contemplated by secƟ ons 551(1)(a) and (b) respecƟ vely of the Act. ResoluƟ on 13.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €318,569.26, represenƟ ng approximately one third of the nominal value of the Company's issued share capital on 26 April 2019, the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce. This is the maximum permiƩ ed amount under best pracƟ ce corporate governance guidelines.
In line with guidance issued by the Investment AssociaƟ on, ResoluƟ on 13.2 would give the Directors authority to allot ordinary shares in connecƟ on with a fully pre-empƟ ve rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €318,569.26. This amount represents approximately an addiƟ onal third of the nominal value of the Company's issued share capital on 26 April 2019, the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce.
The authoriƟ es sought under ResoluƟ ons 13.1 and 13.2 will expire on the earlier of 6.00 p.m. on 31 August 2020 and the conclusion of the AGM of the Company held in 2020. The resoluƟ on replaces a similar resoluƟ on passed by the Company on 11 June 2018.
The Directors have no present intenƟ on of exercising such authoriƟ es. However, the Directors consider it important to have the maximum ability and fl exibility commensurate with good corporate governance guidelines to raise fi nance to enable the Company to respond to market developments and condiƟ ons.
No shares are held by the Company in treasury.
The Act requires that shares or other equity securiƟ es alloƩ ed for cash are off ered fi rst to exisƟ ng shareholders in proporƟ on to their exisƟ ng holding. The passing of this resoluƟ on would allow the Directors to allot shares (or sell any shares which the Company may hold in treasury following a purchase of its own shares) without fi rst off ering the securiƟ es to exisƟ ng shareholders.
The authority under ResoluƟ on 14 would be limited to: (i) in the case of ResoluƟ on 14.1, allotments or sales in connecƟ on with pre-empƟ ve off ers (but where authority to allot has been granted under ResoluƟ on 13.2, by a rights issue only), allowing the Directors to make appropriate arrangements in relaƟ on to fracƟ onal enƟ tlements or other legal or pracƟ cal problems which might arise; and (ii) in the case of ResoluƟ on 14.2, otherwise up to an aggregate nominal amount of €47,785.39. The aggregate nominal amount set out in ResoluƟ on 14.2 represents 5% of the issued ordinary share capital of the Company as at 26 April 2019, being the latest pracƟ cable date prior to publicaƟ on of this NoƟ ce. The proceeds of an issuance of equity securiƟ es pursuant to ResoluƟ on 14.2 may be used for any purpose the Directors consider is in the best interests of the Company and its shareholders.
In respect of the authority referred to in this ResoluƟ on 14, the Directors confi rm their intenƟ on to follow the provisions of the Pre-EmpƟ on Group's Statement of Principles regarding cumulaƟ ve usage of authority within a rolling three-year period. The Principles provide that usage in excess of 7.5% of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultaƟ on with shareholders.
The authority will expire on the earlier of 6.00 p.m. on 31 August 2020 and the conclusion of the AGM of the Company held in 2020.
ResoluƟ on 15 seeks authority for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of ordinary shares up to a maximum aggregate nominal amount of €95,570.78 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company) as at 26 April 2019 being the last pracƟ cable date prior to the publicaƟ on of this NoƟ ce. The authority will expire on the earlier of the conclusion of the AGM of the Company held in 2020 and 30 November 2020 (18 months from the date of the AGM).
The maximum price payable for the purchase by the Company of its own ordinary shares will be limited to an amount equal to the higher of 5% above the average of the middle market quotaƟ ons of the Company's ordinary shares, as derived from The London Stock Exchange Daily Offi cial List for the fi ve business days immediately preceding the day on which the purchase is made and the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS. The minimum price payable by the Company for the purchase of its own ordinary shares will be €0.01 per share (being the amount equal to the nominal value of an ordinary share).
The Directors have no present intenƟ on of exercising such authority. The authority to purchase the Company's own ordinary shares will only be exercised if the Directors consider that there is likely to be a benefi cial impact on earnings per ordinary share and that it is in the best interests of the Company at the Ɵ me. ResoluƟ on 15 renews a similar resoluƟ on passed by the Company on 11 June 2018. The Company will be able to hold the ordinary shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes.
OpƟ ons to subscribe for up to 1,901,168 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 26 April 2019 (being the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce) represenƟ ng approximately 1.99% of the issued ordinary share capital at that date (excluding any shares held in treasury). If the Directors were to exercise in full the power for which they are seeking authority under ResoluƟ on 15, the opƟ ons outstanding as at 26 April 2019 would represent approximately 2.21% of the ordinary share capital (excluding any shares held in treasury) in issue following such exercise.
Part 14 of the Act requires companies to seek shareholder approval for donaƟ ons to, or expenditure incurred in connecƟ on with, any poliƟ cal party, poliƟ cal organisaƟ on or independent elecƟ on candidate.
Although the Company does not intend (and none of its subsidiaries intend) to make donaƟ ons to poliƟ cal parƟ es or to independent elecƟ on candidates, within the normal meaning of that expression, the defi niƟ on in the legislaƟ on of "poliƟ cal donaƟ ons" and "poliƟ cal expenditure" can extend to bodies such as those concerned with policy review, law reform, the representaƟ on of the business community and special interest groups, which the Company might wish to support. Accordingly, the Company is seeking authority to make donaƟ ons up to an aggregate amount of €100,000.
The resoluƟ on replaces the previous authority put in place by the Company on 11 June 2018. No payments were made by the Company under this previous authority.
ResoluƟ on 17 to be proposed at the AGM seeks authority from shareholders to hold general meeƟ ngs (other than AGMs) on 14 days' clear noƟ ce. This is permissible under the exisƟ ng arƟ cles of the Company and the Act. However, pursuant to the EU Shareholders' Rights DirecƟ ve the Company must off er the facility, accessible to all shareholders, to vote by electronic means and must obtain specifi c shareholder approval on an annual basis to retain this ability.
The Directors believe that there may be circumstances in which it will be important for the Company to be able to call meeƟ ngs at such short noƟ ce. The shorter noƟ ce period would not be used as a maƩ er of course, but only where it is merited by the business of the meeƟ ng, the proposals are Ɵ me-sensiƟ ve and it is thought to be to the advantage of shareholders as a whole. Accordingly, the Directors believe that it is important for the Company to retain this fl exibility. The approval will be eff ecƟ ve unƟ l the Company's next AGM, when it is intended that a similar resoluƟ on will be proposed.
You are asked to either:
CompleƟ on of the Form of Proxy or appointment of a proxy through CREST does not prevent a member from aƩ ending and voƟ ng in person.
The AGM will be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland.
The Board believes that the ResoluƟ ons to be put to the AGM are in the best interests of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the ResoluƟ ons, as the Directors who hold shares intend to do in respect of their benefi cial shareholdings in the Company.
Yours sincerely
Michael Cawley Chairman
NOTICE is hereby given that the Annual General MeeƟ ng of Hostelworld Group Plc (the "Company") will be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 31 May 2019 at 12 noon for the transacƟ on of the following business:
To consider and, if thought fi t, to pass the following resoluƟ ons, of which numbers 1 to 13 and 16 will be proposed as ordinary resoluƟ ons and numbers 14, 15 and 17 will be proposed as special resoluƟ ons:
maximum nominal amount of €318,569.26 during the period expiring at the end of the Annual General MeeƟ ng of the Company in 2020 or, if earlier, at 6.00 p.m. on 31 August 2020 subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fracƟ onal enƟ tlements or legal or pracƟ cal problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
13.3 the Company be and is hereby authorised to make prior to the expiry of such periods any off er or agreement which would or might require such shares or rights to be alloƩ ed or granted aŌ er the expiry of the said periods and the Directors may allot such shares or grant such rights in pursuance of any such off er or agreement notwithstanding the expiry of the authoriƟ es given by this resoluƟ on,
so that all previous authoriƟ es of the Directors pursuant to the said secƟ on 551 be and are hereby revoked.
15.4 the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the end of the next Annual General MeeƟ ng of the Company and the date which is 18 months aŌ er the date on which this resoluƟ on is passed; and
15.5 the Company may make a contract to purchase its own ordinary shares under the authority conferred by this resoluƟ on prior to the expiry of such authority, and such contract will or may be executed wholly or partly aŌ er the expiry of such authority, and the Company may make a purchase of its own ordinary shares in pursuance of any such contract.
provided that, in any event, the aggregate amount of poliƟ cal donaƟ ons and poliƟ cal expenditure made or incurred by the Company and its subsidiaries shall not exceed €100,000 during the period beginning with the date of the passing of this resoluƟ on and ending at the conclusion of the Company's next following Annual General MeeƟ ng to be held in 2020 or, if earlier, at 6.00 p.m. on 31 August 2020.
For the purposes of this resoluƟ on, the expressions "poliƟ cal donaƟ ons", "poliƟ cal party", "poliƟ cal organisaƟ on", "independent elecƟ on candidate" and "poliƟ cal expenditure" have the meanings set out in secƟ ons 363 to 365 of the Act.
JOHN DUGGAN Secretary Date: 29 April 2019
Registered Offi ce: High Holborn House, 52-54 High Holborn, London WC1V 6RL.
(c) if you hold your shares in uncerƟfi cated form, use the CREST electronic proxy appointment service as described in Note (iii) below,
in each case by no later than 12 noon on 29 May 2019.
CompleƟ on of the Form of Proxy or appointment of a proxy through CREST will not prevent a member from aƩ ending and voƟ ng in person.
(iii) CREST members who wish to appoint a proxy or proxies by uƟ lising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by uƟ lising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voƟ ng service provider(s), should refer to their CREST sponsor or voƟ ng service provider(s), who will be able to take the appropriate acƟ on on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy InstrucƟ on") must be properly authenƟ cated in accordance with Euroclear UK & Ireland's specifi caƟ ons and must contain the informaƟ on required for such instrucƟ ons, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmiƩ ed so as to be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by 12 noon on 29 May 2019. For this purpose, the Ɵ me of receipt will be taken to be the Ɵ me (as determined by the Ɵ mestamp applied to the message by the CREST ApplicaƟ ons Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voƟ ng service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any parƟ cular messages. Normal system Ɵ mings and limitaƟ ons will therefore apply in relaƟ on to the input of CREST Proxy InstrucƟ ons. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voƟ ng service provider(s), to procure that his CREST sponsor or voƟ ng service provider(s) take(s)) such acƟ on as shall be necessary to ensure that a message is transmiƩ ed by means of the CREST system by any parƟ cular Ɵ me. In this connecƟ on, CREST members and, where applicable, their CREST sponsors or voƟ ng service providers are referred, in parƟ cular, to those secƟ ons of the CREST Manual concerning pracƟ cal limitaƟ ons of the CREST system and Ɵ mings.
The Company may treat as invalid a CREST Proxy InstrucƟ on in the circumstances set out in RegulaƟ on 35(5)(a) of the UncerƟfi cated SecuriƟ es RegulaƟ ons 2001 (as amended).
(vi) In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(vii) To appoint more than one proxy, you may photocopy the REVERSE ONLY of the Form of Proxy. Please indicate the proxy holder's name and number of shares in relaƟ on to which they are authorised to act as your proxy (which, in aggregate should not exceed the number of shares held by you). Please also indicate if the proxy instrucƟ on is one of mulƟ ple instrucƟ ons being given. All forms must be signed and returned together in the same envelope.
Under secƟ on 527 of the Act, members meeƟ ng the threshold requirements set out in that secƟ on have the right to require the Company to publish on a website a statement seƫ ng out any maƩ er relaƟ ng to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General MeeƟ ng; or (ii) any circumstance connected with an auditor of the Company ceasing to hold offi ce since the previous meeƟ ng at which annual accounts and reports were laid in accordance with secƟ on 437 of the Act.
(xv) If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the MeeƟ ng, or does not wish to exercise such a right, he/she may sƟ ll have the right under an agreement between himself/herself and the member who nominated him/her to give instrucƟ ons to the member as to the exercise of voƟ ng rights at the MeeƟ ng. Such Nominated Persons are advised to contact the members who nominated them for further informaƟ on on this.
Any 'relevant distribuƟ on' made on shares is subject to dividend withholding tax in Ireland (''DWT'') at the standard rate of Irish income tax (currently 20%) unless an exempƟ on applies. Because the Company is resident in Ireland for the purposes of Irish tax ("Irish Resident") any distribuƟ on of cash dividends, non-cash dividends and scrip dividends of quoted companies would be a 'relevant distribuƟ on' for this purpose unless paid to certain specifi ed Irish persons.
Certain categories of shareholder are enƟ tled to an exempƟ on from DWT if, prior to payment of the dividend, the Company or a 'qualifying intermediary' from whom the dividend is received by that shareholder, as the case may be, has received all documentaƟ on required by law in order for that exempƟ on to apply, and in the case of shareholders that are not Irish Resident, that documentaƟ on is current at the date of payment of the dividend.
Individual shareholders who are Irish Resident and/or ordinarily resident in Ireland for the purposes of Irish tax ("Ordinarily Resident in Ireland") are generally not enƟ tled to an exempƟ on from DWT.
Categories of shareholder that are enƟ tled to exempƟ on include (but are not limited to):
is substanƟ ally and regularly traded on a recognised stock exchange in a Relevant Territory or Relevant Territories, or in Ireland or on such other stock exchange approved by the Minister for Finance for that purpose.
Where applicable, the Company is responsible for withholding DWT at source and forwarding the relevant payment to the Revenue Commissioners of Ireland along with a DWT return within 14 days of the end of the month in which the distribuƟ on was made.
As menƟ oned above, certain shareholders (both individual and corporate) are enƟ tled to an exempƟ on from DWT. In parƟ cular, a shareholder who is not Irish Resident is not subject to DWT on dividends received from the Company if such shareholder is:
(a) an individual shareholder resident for tax purposes in a Relevant Territory, and the individual is not Irish Resident nor Ordinarily Resident in Ireland.
As menƟ oned above, ''Relevant Territory'', for the purposes of DWT, is defi ned to include all EU member states and all of those countries with which Ireland has signed a double tax treaty, which countries include: Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, Chile, China, CroaƟ a, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia, Germany, Ghana, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Kazakhstan, Korea, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, The Netherlands, New Zealand, Norway, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey, United Arab Emirates, Ukraine, United Kingdom, the United States, Uzbekistan, Vietnam, and Zambia;
and provided that, in all cases noted above but subject to the maƩ ers described below, the shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Company's registrar ("Registrar") (in the case of shares held directly i.e. outside of CREST), by 5p.m. on the record date for the fi rst dividend payment to which they are enƟ tled.
The Company will rely on informaƟ on received directly or indirectly from brokers and the Registrar in determining where shareholders reside and whether they have provided the required Irish DWT forms, as described below. Shareholders who are required to fi le Irish DWT forms in order to receive their dividends free of DWT should note that such forms are valid for a maximum period of 6 years i.e. the fiŌ h year following the year in which the cerƟfi cate was issued and new forms must be fi led before the expiraƟ on of that period, or where the informaƟ on in such declaraƟ on is no longer valid, in order to conƟ nue to enable them to receive dividends without deducƟ on of DWT.
In most cases, individual shareholders resident in a Relevant Territory should complete a Form V2A and corporate (company) shareholders resident in a Relevant Territory should complete a Form V2B. Where a shareholder consƟ tutes groups of persons not being a company but is resident in a Relevant Territory, it should complete a Form V2C. Shareholders should contact their broker or tax adviser with any quesƟ ons regarding Irish DWT.
If any shareholder who would have been enƟ tled to an exempƟ on from DWT had the prescribed declaraƟ ons been in place on a given date receives a dividend subject to DWT, he or she should generally be able to make an applicaƟ on for a refund of the DWT from Revenue in the prescribed form.
While many double taxaƟ on treaƟ es with Ireland contain provisions regarding the taxaƟ on of dividends, due to the wide scope of the exempƟ ons from DWT available under Irish domesƟ c law, it would generally be unnecessary for shareholders to have to rely on the treaty provisions.
Most shareholders who are Irish Resident or Ordinarily Resident in Ireland (other than Irish Resident companies) will be subject to DWT in respect of dividend payments on their shares. Shareholders that are Irish Residents but are enƟ tled to receive dividends without DWT must provide the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5p.m. on the record date for the fi rst dividend payment to which they are enƟ tled.
Shareholders who are Irish Resident or Ordinarily Resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisers.
Shareholders who do not reside in a Relevant Territory or in Ireland should be subject to DWT, but there are a number of other exempƟ ons that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5p.m. on the record date for the fi rst dividend payment to which they are enƟ tled.
If any shareholder who is not a resident of a Relevant Territory or Ireland but is exempt from withholding tax receives a dividend subject to DWT, he or she may make an applicaƟ on for a refund from Revenue in the prescribed form.
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