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Dalata Hotel GP Proxy Solicitation & Information Statement 2023

Mar 27, 2023

1962_rns_2023-03-27_5d3b6174-c522-48f0-870a-fa85ae43faf9.pdf

Proxy Solicitation & Information Statement

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Dalata Hotel Group p.l.c. (the "Company") notifi es you of the Annual General Meeting of the Company to be held at The Gibson Hotel, Point Square, North Dock, Dublin, D01 XZPZ, Ireland, on Thursday 27th April 2023 at 11.30 a.m.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on Thursday 27th April 2023 at 11.30 a.m. (the "AGM")

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

12UPAC D01

Poll Card To be completed only at the AGM if a Poll is called.

1. As Ordinary Resolutions
To receive and consider the annual report and fi nancial statements of the
company for the year ended 31 December 2022 together with the Directors
and Auditors Reports and a review of the affairs of the Company.
For Against Abstain
2. To receive and consider the Directors' Report on Remuneration for the
year ended 31 December 2022.
3. To receive and consider the Company's Remuneration Policy.
4. To re-appoint the following Directors:
(a) John Hennessy;
(b) Dermot Crowley
(c) Elizabeth McMeikan
(d) Cathriona Hallahan
(e) Gervaise Slowey
(f) Shane Casserly
(g) Carol Phelan.
5. To authorise the Directors to determine the remuneration of
the Auditors.
For Against Abstain
6. Authority to allot relevant securities up to customary limits.
As Special Resolutions
7. Disapplication of statutory pre-emption rights in specifi ed
circumstances.
8. Disapplication of statutory pre-emption rights in additional circumstances
for fi nancing an acquisition or capital investment by the Company.
9. Authorisation of market purchases of the Company's shares.
10. Authorisation for the re-allotment of treasury shares.
11. To authorise the Directors to hold certain general meetings on
14 days notice.

Signature

Form of Proxy

As Ordinary Resolutions

10. Authorisation for the re-allotment of treasury shares.
(c) Elizabeth McMeikan y
(d) Cathriona Hallahan 11. To authorise the Directors to hold certain general meetings on
14 days notice.
l
(e) Gervaise Slowey
(f) Shane Casserly
(g) Carol Phelan. n
Signature O
Form of Proxy
Please use a black pen. Mark with an X
X
inside the box as shown in this example.
You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box.
I/We hereby appoint the Chairman of the AGM OR the following person
* n
o
i
Please leave this box blank if you have selected the Chairman of the AGM. Do not insert your own name(s).
as my/our proxy to attend, speak, vote and to demand or join in demanding a poll in respect of my/our full voting entitlement on my/our behalf on any matter at the Annual
General Meeting of Dalata Hotel Group p.l.c. to be held at The Gibson Hotel, Point Square, North Dock, Dublin, D01 XZPZ, Ireland, on Thursday, 27th April 2023 at
11.30 a.m. and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box.
For the appointment of more than one proxy, please refer to Explanatory Note 1 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
m t
a
As Ordinary Resolutions For Against Abstain For Against Abstain
1. To receive and consider the annual report and
fi nancial statements of the company for the year
r 5. To authorise the Directors to determine the
remuneration of the Auditors.
ended 31 December 2022 together with the
Directors and Auditors Reports and a review of the
affairs of the Company.
o 6. Authority to allot relevant securities up to
customary limits.
2. To receive and consider the Directors' Report on As Special Resolutions
f
Remuneration for the year ended 31 December 2022.
7. Disapplication of statutory pre-emption rights in
specifi ed circumstances.
3. n
To receive and consider the Company's
Remuneration Policy.
8. Disapplication of statutory pre-emption rights in
4. I
To re-appoint the following Directors:
additional circumstances for fi nancing an acquisition
or capital investment by the Company.
(a) r
John Hennessy;
9. Authorisation of market purchases of the
Company's shares.
(b) o
Dermot Crowley
10. Authorisation for the re-allotment of treasury shares.
(c) Elizabeth McMeikan 11. To authorise the Directors to hold certain general
(d) F
Cathriona Hallahan
meetings on 14 days notice.
(e) Gervaise Slowey
(f) Shane Casserly
(g) Carol Phelan.
For Against Abstain
5. To authorise the Directors to determine the
remuneration of the Auditors.
6. Authority to allot relevant securities up to
customary limits.
As Special Resolutions
7. Disapplication of statutory pre-emption rights in
specifi ed circumstances.
8. Disapplication of statutory pre-emption rights in
additional circumstances for fi nancing an acquisition
or capital investment by the Company.
9. Authorisation of market purchases of the
Company's shares.
10. Authorisation for the re-allotment of treasury shares.
11. To authorise the Directors to hold certain general
meetings on 14 days notice.

I/We direct my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may as he or she sees fi t or abstain in relation to any business of the meeting.

/ /

Signature Date
----------- ------
Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

12UPAC D01