AGM Information • Apr 3, 2023
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 Hostelworld Group plc (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.
NoƟ ce of the Annual General MeeƟ ng of the Company to be held at the offi ces of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on Tuesday 9 May 2023 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 in connecƟ on with 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 Thursday 4 May 2023. 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) Caroline Sherry (Chief Financial Offi cer) Carl G. Shepherd (Non-execuƟ ve Director) Éimear Moloney (Non-execuƟ ve Director) Evan Cohen (Non-execuƟ ve Director)
1 Chamberlain Square Birmingham B3 3AX United Kingdom
To holders of ordinary shares of €0.01 each in Hostelworld Group plc (the "Company")
This leƩ er accompanies the 2022 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, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 9 May 2023 at 12 noon. The purpose of the AGM is to seek shareholders' approval for the ResoluƟ ons.
As we appreciate some shareholders may prefer not to aƩ end, or may be unable to aƩ end, in person, shareholders may submit quesƟ ons to the Board on the formal business of the AGM in advance by email to [email protected]. QuesƟ ons must be submiƩ ed by 12.00 noon on 4 May 2023. Responses will be made via return of email or published on our website at www.hostelworldgroup.com, as deemed appropriate by the Board.
NoƟ ce of the AGM is given on page 7. ResoluƟ ons 1 to 11 (inclusive) and 15 are proposed as ordinary resoluƟ ons. For each of these to be passed, more than half of the votes cast must be in favour of the relevant ResoluƟ on. ResoluƟ ons 12 to 14 and 16 are proposed as special resoluƟ ons. For each of these to be passed, at least three quarters of the votes cast must be in favour of the ResoluƟ on.
English 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 2022. The audited accounts and the Directors' and Auditors' reports for the fi nancial year ended 31 December 2022 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 2022. The Directors' remuneraƟ on report is set out on pages 120 to 145 of the Annual Report. The vote is advisory and the Directors' enƟ tlement to receive remuneraƟ on is not condiƟ onal on it.
The 2018 UK Corporate Governance Code (the "Code") requires the Directors of the Company to be subject to annual re-elecƟ on. Accordingly, ResoluƟ ons 3 to 8 propose the re-elecƟ on of each of the current Directors who were re-elected at the 2022 AGM.
The Board has considered the performance of each of the Directors to be 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 the criƟ cal skills of value to the Board and relevant to the challenges and opportuniƟ es facing the Company which include fi nancial, commercial and general management experience, online travel experƟ se and e-commerce experƟ se. 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, viewpoints and diversity 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 Caroline Sherry has signifi cant fi nancial experience in internaƟ onal consumer-focused businesses and a 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 NonexecuƟ 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 re-elecƟ on of each of the Directors.
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.
As explained in the 2022 Annual Report, the Audit CommiƩ ee undertook a compeƟƟ ve tender process for the Company's external audit services during 2022. Following that process, the Audit CommiƩ ee recommended to the Board that KPMG be appointed as the Company's auditors with eff ect from the end of the AGM, and ResoluƟ on 9 proposes this appointment.
DeloiƩ e Ireland LLP will accordingly reƟ re as the Company's auditors with eff ect from the AGM. As required by secƟ on 519 of the Companies Act 2006 (the "Act"), the reƟ ring auditors have provided a statement of circumstances which the Company is required to distribute to members under secƟ on 520 of the Act and which is set out in the Appendix to this NoƟ ce.
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 Act to allot ordinary shares or grant such subscripƟ on or conversion rights as contemplated by secƟ ons 551(1)(a) and (b) respecƟ vely of the Act. ResoluƟ on 11.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €406,180.91 represenƟ ng approximately one third of the nominal value of the Company's issued share capital as at 31 March 2023, 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 the latest guidance issued by the Investment AssociaƟ on, ResoluƟ on 11.2 would give the Directors an addiƟ onal authority to allot ordinary shares in connecƟ on with a fully pre-empƟ ve issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €406,180.91. This amount represents approximately an addiƟ onal third of the nominal value of the Company's issued share capital as at 31 March 2023, the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce.
The authoriƟ es sought under ResoluƟ ons 11.1 and 11.2 will expire on the earlier of 6.00 p.m. on 9 August 2024 and the conclusion of the Annual General MeeƟ ng of the Company to be held in 2024. The ResoluƟ on replaces a similar resoluƟ on passed by the Company on 11 May 2022.
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.
As at the date of this NoƟ ce, 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 these ResoluƟ ons 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 12 would be limited to:
ResoluƟ on 13 would give the Directors authority to (i) allot a further 10% of the issued ordinary share capital of the Company as at 31 March 2023 (being the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce) for the purposes of fi nancing a transacƟ on which the Directors determine to be an acquisiƟ on or other capital investment contemplated by the Statement of Principles on Disapplying of Pre-empƟ on Rights published by the Pre-EmpƟ on Group in November 2022 (the "Statement of Principles") and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of €24,370.85, which represents approximately 2% of the Company's issued ordinary share capital as at 31 March 2023 (being the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce) to be used only for the purposes of making a follow-on off er to retail investors or exisƟ ng investors not allocated shares in the off er.
The disapplicaƟ on authoriƟ es under ResoluƟ ons 12 and 13 are in line with guidance set out in the Statement of Principles. The Statement of Principles allows a board to allot shares for cash otherwise than in connecƟ on with a pre-empƟ ve off er (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connecƟ on with an acquisiƟ on or specifi ed capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an addiƟ onal 2% in connecƟ on with a follow-on off er to retail investors or exisƟ ng investors not allocated shares in the off er.
The authority contained in ResoluƟ ons 12 and 13 will expire on the earlier of 6.00 p.m. on 9 August 2024 and the conclusion of the Annual General MeeƟ ng of the Company to be held in 2024.
ResoluƟ on 14 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 €121,854.27 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company as at 31 March 2023 (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 Annual General MeeƟ ng of the Company to be held in 2024 or 6.00 p.m. on 9 August 2024.
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 but will keep the maƩ er under review, taking into account the fi nancial resources of the Company, the Company's share price and future funding opportuniƟ es. 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 14 renews a similar resoluƟ on passed by the Company on 11 May 2022. 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 7,297,809 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 31 March 2023 (being the latest pracƟ cable date prior to the publicaƟ on of this NoƟ ce) represenƟ ng approximately 5.99% 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 14, the opƟ ons outstanding as at 31 March 2023 would represent approximately 6.65% 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, poliƟ cal organisaƟ ons or 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 and so unintenƟ onally fall within the wide defi niƟ on of maƩ ers consƟ tuƟ ng poliƟ cal donaƟ ons and expenditure in the Act. Accordingly, the Company is seeking authority to make donaƟ ons up to an aggregate amount of €100,000. In line with guidance published by the Investment AssociaƟ on, this ResoluƟ on is put to shareholders annually rather than every four years as required by the Act. This authority will expire at the conclusion of the Company's next following Annual General MeeƟ ng to be held in 2024 or, if earlier, at 6.00 p.m. on 9 August 2024.
The resoluƟ on replaces the previous authority put in place by the Company on 11 May 2022. No payments were made by the Company under this previous authority.
ResoluƟ on 16 to be proposed at the AGM seeks authority from shareholders to hold general meeƟ ngs (other than annual general meeƟ ngs) 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 Companies (Shareholders' Rights) RegulaƟ ons 2009 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 Annual General MeeƟ ng, when it is intended that a similar resoluƟ on will be proposed.
Registering for electronic communicaƟ on is straighƞ orward and is done via a plaƞ orm provided by Computershare Investors Services (Ireland) Limited, our Registrar. Please visit our Registrar's website, hƩ ps://www.computershare.com/ie, for further details.
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The AGM will be held at the offi ces of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, 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, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 9 May 2023 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 11 and 15 will be proposed as ordinary resoluƟ ons and numbers 12 to 14 and 16 will be proposed as special resoluƟ ons:
at 6.00 p.m. on 9 August 2024 (unless previously renewed, revoked or varied by the Company in general meeƟ ng) 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
11.3 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.
and so that the Directors may impose any limits or restricƟ ons and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fracƟ onal enƟ tlements, record dates, legal, regulatory or pracƟ cal problems in, or under the laws of, any territory or any other maƩ er;
such authoriƟ es to expire at the conclusion of the annual general meeƟ ng of the Company to be held in 2024 or at 6.00 p.m. on 9 August 2024), whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeƟ ng). The Company may before these authoriƟ es expire, make an off er or enter into an agreement which would or might require equity securiƟ es to be alloƩ ed (and treasury shares to be sold) aŌ er such expiry and the Directors may allot equity securiƟ es (and sell treasury shares) in pursuance of that off er or agreement as if the power conferred by this ResoluƟ on had not expired.
such authority to expire at the conclusion of the annual general meeƟ ng of the Company to be held in 2024 or at 6.00 p.m. on 9 August 2024), whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeƟ ng). The Company may before this authority expires, make an off er or enter into an agreement which would or might require equity securiƟ es to be alloƩ ed (and treasury shares to be sold) aŌ er such expiry and the Directors may allot equity securiƟ es (and sell treasury shares) in pursuance of that off er or agreement as if the power conferred by this ResoluƟ on had not expired.
provided that, in any event, the aggregate amount of such poliƟ cal donaƟ ons and poliƟ cal expenditure shall not exceed €100,000.
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.
16. That a general meeƟ ng of the Company other than an annual general meeƟ ng may be called on not less than 14 clear days' noƟ ce.
Date: 3 April 2023
Registered Offi ce: 1 Chamberlain Square, Birmingham, B3 3AX, United Kingdom
in each case by no later than 12 noon on Thursday 4 May 2023.
(iv) 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 & InternaƟ onal'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 Company's agent, Computershare Investor Services PLC (ID 3RA50), by 12 noon on Thursday 4 May 2023. 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 Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. AŌ er this Ɵ me any change of instrucƟ ons to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voƟ ng service providers should note that Euroclear UK & InternaƟ onal 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 or her 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).
Appendix:
Deloitte Ireland LLP Deloitte & Touche House 29 Earlsfort Terrace Dublin 2 D02 AY28 Ireland
Tel: +353 (1) 417 2200 Fax: +353 (1) 417 2300 Deloitte.ie
24 March 2023
Hostelworld Group plc One Chamberlain Square Birmingham B3 3AX United Kingdom
Our Ref: JWK/GM
Dear Directors
Ceasing to act as auditors of Hostelworld Group plc [registered number: 9818705]
This letter is formal notice that we will not be seeking reappointment as auditors of Hostelworld Group plc with effect from the conclusion of the forthcoming accounts meeting.
John Kehoe Our statement of reasons, together with circumstances which we believe should be brought to the attention of members and creditors, is attached.
Yours faithfully
___________________
John Kehoe Partner For and on behalf of Deloitte Ireland LLP
Deloitte Ireland LLP is a limited liability partnership registered in Northern Ireland with registered number NC001499 and its registered office at 27-45 Great Victoria Street, Lincoln Building, Belfast, BT2 7SL, Northern Ireland.
Deloitte Ireland LLP is the Ireland affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.
The Deloitte Ireland LLP privacy notice is available at www.deloitte.ie/privacy
A list of Deloitte Ireland LLP partners may be inspected at our office or on our website.
We are not seeking reappointment as auditors of the company and, accordingly, will cease to hold office at the conclusion of the accounts meeting held on 10 May 2023. The reasons for our ceasing to hold office were that we have reached our maximum tenure under s494ZA Companies Act 2006.
Unless you apply to the Court, this statement must be sent by you within 14 days to every person entitled under Section 423 of the Companies Act 2006 to be sent copies of the company's accounts. This is a requirement of Section 520(2) of that Act. Unless you inform us that you have applied to the court, we are required to file a copy of this statement at Companies House.
24 March 2023
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