Dalata Hotel GP — AGM Information 2024

Apr 26, 2024

Dalata Hotel Group plc Annual General Mee�ng 25th April 2024

Ordinary and Special Resolu�ons passed at the Annual General Mee�ng

To consider and, if thought fit, to pass the following resolu�ons as ordinary resolu�ons:

• 1. To receive and consider the annual report and financial statements of the Company for the year ended 31 December 2023 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company.
• 2. To receive and consider the Directors' Report on Remunera�on for the year ended 31 December 2023.
• 3. To declare a final dividend of 8 cent per ordinary share for the financial year ended 31 December 2023.
• 4. By separate resolu�ons, to re- appoint the following Directors who being eligible, offer themselves for re- appointment:
  • (a) John Hennessy
  • (b) Dermot Crowley
  • (c) Elizabeth McMeikan
  • (d) Cathriona Hallahan
  • (e) Gervaise Slowey
  • (f) Shane Casserly
  • (g) Carol Phelan
  • (h) Jon Mor�more
• 5. To authorise the Directors to determine the remunera�on of the Auditors.

6. The Directors be and are hereby generally and uncondi�onally authorised, pursuant to Sec�on 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securi�es of the Company (within the meaning of Sec�on 1021 of the Companies Act 2014):

(a) without prejudice to or limita�on of any power and authority granted under paragraph (b) of this Resolu�on 6, up to an aggregate nominal amount of €747,465 represen�ng approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024; and

(b) without prejudice to or limita�on of any power and authority granted under paragraph (a) of this Resolu�on 6, up to an aggregate nominal value of €747,465 represen�ng a further approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024 provided that any equity securi�es (as defined in Sec�on 1023(1) of the Companies Act 2014) alloted pursuant to the authority in this paragraph 6(b) are offered by way of one or more pre-emp�ve offers open for a period or periods fixed by the Directors to or in favour of the holders of equity securi�es on the register of members and/or any persons having a right to subscribe for equity securi�es in the capital of the Company (including, without limita�on, any persons en�tled or who may become en�tled to acquire equity securi�es under any share op�on scheme or share incen�ve plan of the Company then in force) at such record date or dates as the Directors may determine and where the equity securi�es respec�vely atributable to the interests of such holders are propor�onal in nominal value (as near as may be reasonable) to the respec�ve number of equity securi�es held by them on such record date or dates, and subject generally to such exclusions or other arrangements as the Directors may deem necessary or expedient in rela�on to legal or prac�cal problems, requirements or restric�ons under or arising as a consequence of the laws (including implementa�on thereof) of, or the requirements of any regulatory body or stock exchange in, any territory.

The authority hereby conferred shall commence at the �me of passing this Resolu�on and shall expire at the conclusion of the next annual general mee�ng of the Company a�er the passing of this Resolu�on or at midnight on the date which is 15 calendar months a�er the date of passing this Resolu�on (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date; provided that the Company may before such expiry make an offer or agreement which would or might require relevant securi�es to be alloted a�er such expiry, and the Directors may allot relevant securi�es in pursuance of such an offer or agreement as if the power conferred by this Resolu�on had not expired.

To consider and, if thought fit, to pass the following resolu�ons as special resolu�ons:

7. Subject to and condi�onal upon Resolu�on 6 of this No�ce of AGM being passed and in addi�on and without prejudice to or limita�on of any power and authority granted under Resolu�on 8 of this No�ce of AGM, pursuant to Sec�ons 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and uncondi�onally authorised to allot equity securi�es (within the meaning of Sec�on 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securi�es conferred on the Directors by Resolu�on 6 of this No�ce of AGM as if Sec�on 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effec�ve from the �me of passing this Resolu�on and shall expire at the conclusion of the next annual general mee�ng of the Company a�er the passing of this Resolu�on or at midnight on the date which is 15 calendar months a�er the date of passing this Resolu�on (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolu�on prior to such date but in each case, prior to its expiry the Company may make offers and/or enter into agreements, which would, or might, require equity securi�es to be alloted (and treasury shares to be sold) a�er the authority expires and the Directors may allot equity securi�es (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:

(a) the allotment of equity securi�es in connec�on with any one or more offers of securi�es, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invita�on and/or otherwise to or in favour of the holders of equity securi�es and/or any persons having a right to subscribe for equity securi�es in the capital of the Company (including, without limita�on, any persons en�tled or who may become en�tled to acquire equity securi�es under any of the Company's share op�on scheme or share incen�ve plans then in force) at such record date or dates as the Directors may determine where the equity securi�es respec�vely atributable to the interests of such holders are propor�onal (as nearly as may be reasonably be) to the respec�ve number of equity securi�es held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securi�es not taken up in such issue or offer to such persons as the Directors may determine; and generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in rela�on to legal or prac�cal problems, requirements or restric�ons under or arising as a consequence of the laws (including implementa�on thereof) of, or the requirements of any regulatory body or stock exchange in, any territory;

and/or

(b) the allotment of equity securi�es up to a maximum aggregate nominal value of €224,262, which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024;

and/or

(c) allotment of equity securi�es pursuant to any employee share scheme of the Company;

and/or

(d) the allotment of equity securi�es (otherwise than pursuant to paragraphs (a), (b) or (c) of this resolu�on), up to a nominal amount equal to 20% of any allotment of equity securi�es from �me to �me made pursuant to paragraph (b) of this Resolu�on, such authority to be used only for the purposes of making a follow- on offer which the Directors determine is substan�ally similar to the kind contemplated by paragraph 3 of Sec�on 2B of the Statement of Principles on Disapplying Pre-Emp�on Rights published by the Pre-Emp�on Group in November 2022.

8. Subject to and condi�onal upon

Resolu�on 6 of this No�ce of AGM being passed and in addi�on and without prejudice to or limita�on of any power and authority granted under Resolu�on 7 of the No�ce of AGM, pursuant to Sec�ons 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and uncondi�onally authorised to allot equity securi�es (within the meaning of Sec�on 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securi�es conferred on the Directors by Resolu�on 6 of this No�ce of AGM as if Sec�on 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effec�ve from the �me of passing this Resolu�on and shall expire at the conclusion of the next annual general mee�ng of the Company a�er the passing of this Resolu�on or midnight on the date which is 15 calendar months a�er the date of passing this Resolu�on (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolu�on prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securi�es to be alloted (and treasury shares to be sold) a�er the authority expires and the Directors may allot equity securi�es (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and:

(a) such power shall be limited to the allotment of equity securi�es up to a maximum aggregate nominal value of €224,262 which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2024 and the net proceeds of any such allotment are to be used for the purposes of financing (or refinancing, if the authority is to be used within six months a�er the original transac�on) a transac�on which the Directors determine to be an acquisi�on or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre- Emp�on Rights published in November 2022; and

(b) other than pursuant to paragraph (a) of this Resolu�on, such power shall be limited to the allotment of equity securi�es up to a nominal amount equal to 20% of any allotment of equity securi�es from �me to �me made pursuant to paragraph (a) of this resolu�on, such authority to be used only for the purposes of making a follow-on offer which the Directors determine is substan�ally similar to the kind contemplated by paragraph 3 of Sec�on 2B of the Statement of Principles on Disapplying Pre-Emp�on Rights published by the Pre-Emp�on Group in November 2022.

9. That, pursuant to Sec�on 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases and overseas market purchases (in each case as defined by Sec�on 1072 of that Act) of ordinary shares in the capital of the Company on such terms and condi�ons and in such manner as the Directors may, in their discre�on, determine from �me to �me; but subject however to the provisions of that Act and to the following restric�ons and provisions:

(a) the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the ordinary share capital in issue in the Company (excluding treasury shares) as at 5 p.m. on the day on which this Resolu�on is passed;

(b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof;

(c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be the higher of:

(i) 5% above the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and/or the London Stock Exchange (as the case may be depending on where the purchase is carried out), in each case for the five business days prior to the day the purchase is made (the "Market Purchase Appropriate Price") or if on any such business day there shall be no dealing of ordinary shares on the trading venue(s) where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discre�on, to be fair and reasonable; and

(ii) the amount s�pulated by Ar�cle 3(2) of Commission Delegated Regula�on (EU) 2016/1052 rela�ng to regulatory technical standards for the

condi�ons applicable to buy- back programmes and stabilisa�on measures (being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade, and (ii) the highest current independent purchase bid for, any number of ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this Resolu�on will be carried out);

(d) such authority shall expire at the conclusion of the next annual general mee�ng of the Company a�er the date of passing this Resolu�on or at midnight on the date which is 15 calendar months a�er the date of passing this Resolu�on (whichever is earlier), unless previously varied, revoked or renewed by

special resolu�on in accordance with the provisions of Sec�on 1074 of the Companies Act 2014, provided that the Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be executed wholly or partly a�er such expiry and may complete any such contract as if the authority conferred hereby had not expired.

10. That, for the purposes of Sec�on 1078 of the Companies Act 2014, the re- allotment price range at which any treasury shares (as defined by Sec�on 106 of that Act) for the �me being held by the Company may be re-alloted off- market shall be as follows:

(a) the maximum price (excluding expenses) at which a treasury share may be re-alloted offmarket shall be an amount equal to 120% of the Treasury Share Appropriate Price; and

(b) the minimum price (excluding expenses) at which a treasury share may be re-alloted offmarket shall be the nominal value of the share where such share is required to sa�sfy an obliga�on under an employee share scheme (as defined in the Lis�ng Rules issued by the Euronext Dublin) operated by the Company, or in all other cases shall be an amount equal to 95% of the Treasury

Share Appropriate Price (provided always that no treasury share shall be issued at a price lower than its nominal

value); and

(c) for the purposes of sub- paragraphs (a) and (b), the expression "Treasury Share Appropriate Price" shall mean the lower of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange, in each case for the five business days (in Dublin and in London, respec�vely, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discre�on, to be fair and reasonable.

The authority hereby conferred in this Resolu�on 10 shall expire at the conclusion of the next annual general mee�ng of the Company a�er the date of passing this Resolu�on or at midnight on the date which is 15 calendar months a�er the date of passing this Resolu�on (whichever is earlier), unless previously varied, revoked or renewed by special resolu�on. The Company may before such expiry make a contract for the re- allotment of treasury shares which would or might be wholly or partly executed a�er such expiry and may make a re-allotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired

11. That, subject to and in accordance with Sec�on 1102 of the Companies Act 2014, the Directors of the Company be and are hereby generally and uncondi�onally authorised to call a general mee�ng, other than an annual general mee�ng or a mee�ng for the passing of a special resolu�on, on not less than 14 clear days' no�ce (as defined in the cons�tu�on of the Company). The authority hereby conferred shall expire at the conclusion of the next annual general mee�ng of the Company held a�er the date of the passing of this Resolu�on unless previously renewed, varied or revoked by the Company by special resolu�on in general mee�ng.

12. That the cons�tu�on of the Company be amended by the dele�on of the exis�ng Ar�cle 74 in its en�rety and its replacement with the following:

"Unless otherwise determined by the Company in General Mee�ng the number of Directors shall not be more than twelve nor less than two. The con�nuing Directors may act notwithstanding any vacancy in their body, provided that, and subject as provided in these Ar�cles, if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an addi�onal Director or addi�onal Directors to make up such minimum or shall convene a general mee�ng of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any two Members may summon a general mee�ng for the purpose of appoin�ng Directors. Any addi�onal Director so appointed shall hold office (subject to the provisions of the Acts and these Ar�cles) only un�l the conclusion of the annual general mee�ng of the Company next following such appointment unless he is re-elected during such mee�ng and he shall not re�re by rota�on at such mee�ng or be taken into account in determining the Directors who are to re�re by rota�on at such mee�ng".

Sean McKeon Company Secretary Dalata Hotel Group plc