Dalata Hotel GP — AGM Information 2025

Apr 30, 2025

Dalata Hotel Group plc Annual General MeeƟng 30th April 2025

Ordinary and Special ResoluƟons passed at the Annual General MeeƟng

To consider and, if thought fit, to pass the following resoluƟons as ordinary resoluƟons:

• 1. To receive and consider the annual report and financial statements of the Company for the year ended 31 December 2024 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company.
• 1. To receive and consider the Directors' Report on RemuneraƟon for the year ended 31 December 2024.
• 1. To receive and consider the RemuneraƟon Policy of the Company that is set out in the annual report.
• 1. To declare a final dividend of 8.4 cent per ordinary share for the financial year ended 31 December 2024.
• 1. By separate resoluƟons, to re- appoint the following Directors who being eligible, offer themselves for re- appointment:
  2. (a) John Hennessy
  3. (b) Dermot Crowley
  4. (c) Elizabeth McMeikan
  5. (d) Cathriona Hallahan
  6. (e) Gervaise Slowey
  7. (f) Shane Casserly
  8. (g) Carol Phelan
  9. (h) Jon MorƟmore
  10. (i) Des McCann
• 1. To authorise the Directors to determine the remuneraƟon of the Auditors.
• 1. The Directors be and are hereby generally and uncondiƟonally authorised, pursuant to SecƟon 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securiƟes of the Company (within the meaning of SecƟon 1021 of the Companies Act 2014):
  2. (a) without prejudice to or limitaƟon of any power and authority granted under paragraph (b) of this ResoluƟon 7, up to an aggregate nominal amount of €704,876 represenƟng 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 2025; and
  3. (b) without prejudice to or limitaƟon of any power and authority granted under paragraph (a) of this ResoluƟon 7, up to an aggregate nominal value of €704,876 represenƟng 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 2025 provided that any equity securiƟes (as defined in SecƟon 1023(1) of the Companies Act 2014) alloƩed pursuant to the authority in this paragraph 7(b) are offered by way of one or more pre-empƟve offers open for a period or periods fixed by the Directors to or in favour of the holders of equity securiƟes on the register of members and/or any persons having a right to subscribe for equity securiƟes in the capital of the Company (including, without limitaƟon, any persons enƟtled or who may become enƟtled to acquire equity securiƟes under any share opƟon scheme or share incenƟve plan of the Company then in force) at such record date or dates as the Directors may determine and where the equity securiƟes respecƟvely aƩributable to the interests of such holders are proporƟonal in nominal value (as near as may be reasonable) to the respecƟve number of equity securiƟes 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 relaƟon to legal or pracƟcal problems, requirements or restricƟons under or arising as a consequence of the laws (including implementaƟon thereof) of, or the requirements of any regulatory body or stock exchange in, any territory.

The authority hereby conferred shall commence at the Ɵme of passing this ResoluƟon and shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the passing of this ResoluƟon or at midnight on the date which is 15 calendar months aŌer the date of passing this ResoluƟon (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 securiƟes to be alloƩed aŌer such expiry, and the Directors may allot relevant securiƟes in pursuance of such an offer or agreement as if the power conferred by this ResoluƟon had not expired.

1. To amend the reference in Rule 6.1 of the Dalata Hotel Group plc 2017 Long Term IncenƟve Plan from 200% to 225%.

To consider and, if thought fit, to pass the following resoluƟons as special resoluƟons:

• 1. Subject to and condiƟonal upon ResoluƟon 7 of this NoƟce of AGM being passed and in addiƟon and without prejudice to or limitaƟon of any power and authority granted under ResoluƟon10 of this NoƟce of AGM, pursuant to SecƟons 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and uncondiƟonally authorised to allot equity securiƟes (within the meaning of SecƟon 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securiƟes conferred on the Directors by ResoluƟon 7 of this NoƟce of AGM as if SecƟon 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effecƟve from the Ɵme of passing this ResoluƟon and shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the passing of this ResoluƟon or at midnight on the date which is 15 calendar months aŌer the date of passing this ResoluƟon (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resoluƟon 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 securiƟes to be alloƩed (and treasury shares to be sold) aŌer the authority expires and the Directors may allot equity securiƟes (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:
  2. (a) the allotment of equity securiƟes in connecƟon with any one or more offers of securiƟes, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitaƟon and/or otherwise to or in favour of the holders of equity securiƟes and/or any persons having a right to subscribe for equity securiƟes in the capital of the Company (including, without limitaƟon, any persons enƟtled or who may become enƟtled to acquire equity securiƟes under any of the Company's share opƟon scheme or share incenƟve plans then in force) at such record date or dates as the Directors may determine where the equity securiƟes respecƟvely aƩributable to the interests of such holders are proporƟonal (as nearly as may be reasonably be) to the respecƟve number of equity securiƟes held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securiƟes 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 relaƟon to legal or pracƟcal problems, requirements or restricƟons under or arising as a consequence of the laws (including implementaƟon thereof) of, or the requirements of any regulatory body or stock exchange in, any territory;

and/or

(b) the allotment of equity securiƟes up to a maximum aggregate nominal value of €211,484, which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2025;

and/or

(c) allotment of equity securiƟes pursuant to any employee share scheme of the Company;

and/or

(d) the allotment of equity securiƟes (otherwise than pursuant to paragraphs (a), (b) or (c) of this resoluƟon), up to a nominal amount equal to 20% of any allotment of equity securiƟes from Ɵme to Ɵme made pursuant to paragraph (b) of this ResoluƟon, such authority to be used only for the purposes of making a follow- on offer which the Directors determine is substanƟally similar to the kind contemplated by paragraph 3 of SecƟon 2B of the Statement of Principles on Disapplying Pre-EmpƟon Rights published by the Pre-Emption Group in November 2022.

• 1. Subject to and condiƟonal upon ResoluƟon 7 of this NoƟce of AGM being passed and in addiƟon and without prejudice to or limitaƟon of any power and authority granted under ResoluƟon 9 of the NoƟce of AGM, pursuant to SecƟons 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and uncondiƟonally authorised to allot equity securiƟes (within the meaning of SecƟon 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securiƟes conferred on the Directors by ResoluƟon 7 of this NoƟce of AGM as if SecƟon 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effecƟve from the Ɵme of passing this ResoluƟon and shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the passing of this ResoluƟon or midnight on the date which is 15 calendar months aŌer the date of passing this ResoluƟon (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resoluƟon 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 securiƟes to be alloƩed (and treasury shares to be sold) aŌer the authority expires and the Directors may allot equity securiƟes (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and:
  2. (a) such power shall be limited to the allotment of equity securiƟes up to a maximum aggregate nominal value of €211,484] which represents 10% of the issued share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2025 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 after the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre- Emption Rights published in November 2022; and

(b) other than pursuant to paragraph (a) of this ResoluƟon, such power shall be limited to the allotment of equity securiƟes up to a nominal amount equal to 20% of any allotment of equity securiƟes from Ɵme to Ɵme made pursuant to paragraph (a) of this resoluƟon, such authority to be used only for the purposes of making a follow-on offer which the Directors determine is substanƟally similar to the kind contemplated by paragraph 3 of SecƟon 2B of the Statement of Principles on Disapplying Pre-EmpƟon Rights published by the Pre-EmpƟon Group in November 2022.

• 1. That, pursuant to Section 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 Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may, in their discretion, determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:
  2. (a) the maximum number of ordinary shares authorised to be acquired shall be less than 15% of the ordinary share capital in issue in the Company (excluding treasury shares) as at 5

p.m. on the day on which this ResoluƟon 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 discreƟon, to be fair and reasonable; and
• (ii) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the conditions applicable to buy- back programmes and stabilisation 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 Resolution will be carried out);
• (d) such authority shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the date of passing this ResoluƟon or at midnight on the date which is 15 calendar months aŌer the date of passing this ResoluƟon (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 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 after such expiry and may complete any such contract as if the authority conferred hereby had not expired
• 1. That, for the purposes of SecƟon 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by SecƟon 106 of that Act) for the Ɵme being held by the Company may be re-alloƩed off- market shall be as follows:
  2. (a) the maximum price (excluding expenses) at which a treasury share may be re-alloƩed offmarket shall be an amount equal to 120% of the Treasury Share Appropriate Price; and
  3. (b) the minimum price (excluding expenses) at which a treasury share may be re-alloƩed offmarket shall be the nominal value of the share where such share is required to saƟsfy an obligaƟon under an employee share scheme (as defined in the LisƟng 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, respecƟvely, 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 discreƟon, to be fair and reasonable.

The authority hereby conferred in this ResoluƟon 12 shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the date of passing this ResoluƟon or at midnight on the date which is 15 calendar months aŌer the date of passing this ResoluƟon (whichever is earlier), unless previously varied, revoked or renewed by special resoluƟon. 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 aŌer 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

1. That, subject to and in accordance with SecƟon 1102 of the Companies Act 2014, the Directors of the Company be and are hereby generally and uncondiƟonally authorised to call a general meeƟng, other than an annual general meeƟng or a meeƟng for the passing of a special resoluƟon, on not less than 14 clear days' noƟce (as defined in the consƟtuƟon of the Company). The authority hereby conferred shall expire at the conclusion of the next annual general meeƟng of the Company held aŌer the date of the passing of this ResoluƟon unless previously renewed, varied or revoked by the Company by special resoluƟon in general meeƟng.

Sean McKeon Company Secretary Dalata Hotel Group plc