Hostelworld Group

Declaration of Voting Results & Voting Rights Announcements • May 31, 2019

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RNS Number : 7998A

Hostelworld Group PLC

31 May 2019

LEI: 213800OC94PF2D675H41

Hostelworld Group plc

(the "Company")

RESULTS OF 2019 ANNUAL GENERAL MEETING

The Annual General Meeting ("AGM") of Hostelworld Group Plc (the "Company") was held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland at 12 noon today.

At the AGM resolutions 1 - 5 and 7 - 17 that were set out in the notice of AGM were duly passed on a show of hands.  Following the announcement by the Company on 3 May 2019 that Andy McCue would step down as a director of the Company following the AGM, a motion was put to the meeting to withdraw Resolution 6 seeking his re-election as a director. This motion was approved at the AGM and Resolution 6 was duly withdrawn.

The proxy votes were cast as follows:

Resolution	For	Against	Votes withheld*		Total proxy votes cast		Percentage of issued share capital voted (%)
1.      To adopt the reports of the Directors and Auditors and the audited accounts for the financial year ended 31 December 2018	76,005,197 (100%)	0	750		76,005,197		79.53%
2.      To approve the Directors' remuneration report	70,326,483 (94.01%)	4,478,884 (5.99%)	1,200,580		74,805,367		78.27%
3.      To approve the Directors' remuneration policy	62,810,003 (82.64%)	13,195,194 (17.36%)	750		76,005,197		79.53%
4.      To declare a final dividend of  €0.09  per ordinary share	76,005,157 (100%)	40	750		76,005,197		79.53%
5.      To re-elect Michael Cawley as a director	73,288,773 (96.43%)	2,716,424 (3.57%)	750		76,005,197	79.53%
6.      To re-elect Andy McCue as a director	Resolution withdrawn
7.      To re-elect Carl Shepherd as a director	76,005,157 (100%)	40		750	76,005,197		79.53%
8.      To re- elect Éimear Moloney as a director	71,655,495 (94.28%)	4,349,702 (5.72%)		750	76,005,197		79.53%
9.      To elect Gary Morrison as a director	76,005,157 (100%)	40		750	76,005,197		79.53%
10.    To elect TJ Kelly as a director	75,977,001 (99.96%)	28,196 (0.04%)		750	76,005,197		79.53%
11.    To re-appoint Deloitte as  auditors to the Company	74,505,721 (98.03%)	1,500,226 (1.97%)		0	76,005,947		79.53%
12.    To authorise the Directors to fix the auditors' remuneration	76,004,936 (100%)	1,011		0	76,005,947		79.53%
13.    To authorise the directors to allot shares	62,203,581 (81.84%)	13,801,616 (18.16%)		750	76,005,197		79.53%
14.    To authorise the directors to dis-apply pre-emption rights	76,005,157 (100%)	790		0	76,005,947		79.53%
15.    To authorise the Company to  purchase its own shares	74,806,117 (98.42%)	1,199,830 (1.58%)		0	76,005,947		79.53%
16.    To authorise the Company to make political donations and incur political expenditure	76,004,957 (100%)	990		0	76,005,947		79.53%
17.    To authorise the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days' notice	75,896,252 (99.86%)	108,945 (0.14%)		750	76,005,947		79.53%

Notes:

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

(ii)              The number of ordinary shares in issue on 31 May 2019 (excluding shares held in treasury) was 95,570,778.  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 5, 7 to 13 and 16 were passed as ordinary resolutions and Resolutions 14, 15 and 17 were passed as special resolutions.

In accordance with UK Listing Rule 9.6.2R copies of the resolutions passed at the AGM have been submitted to the UK Listing Authority via the National Storage Mechanism, and the Euronext, Dublin, and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

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

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

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