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Dalata Hotel GP — Proxy Solicitation & Information Statement 2024
Mar 26, 2024
1962_agm-r_2024-03-26_7d1c5ce0-d793-4481-b011-d04c372cd622.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 Clayton Hotel Cardiff Lane, Sir John Rogerson's Quay, Docklands, Dublin, D02 YT21, Ireland, on Thursday 25th April 2024 at 11.30 a.m.
Shareholder Reference Number
12WYLB D01
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on Thursday 25th April 2024 at 11.30 a.m. (the "AGM")

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 2023 together with the Directors |
For Against Abstain | |
|---|---|---|---|
| 2. | and Auditors Reports and a review of the affairs of the Company. To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2023. |
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| 3. | To declare a fi nal dividend of 8 cent per ordinary share for the fi nancial year ended 31 December 2023. |
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| 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 | |||
| (h) Jon Mortimore |
| 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. |
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| 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. |
|
| 12. | Proposes an amendment to Article 74 of the constitution of the company to increase the maximum numbers of directors of the company from ten to twelve. |
Form of Proxy
| Please use a black pen. Mark with an X | |
|---|---|
| inside the box as shown in this example. | X |
As Ordinary Resolutions
| For | Against Abstain | |||
|---|---|---|---|---|
| 1. | To receive and consider the annual report and fi nancial statements of the company for the year ended 31 December 2023 together with the Directors and Auditors Reports and a review of the affairs of the Company. |
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| 2. | To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2023. |
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| 3. | To declare a fi nal dividend of 8 cent per ordinary share for the fi nancial year ended 31 December 2023. |
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| 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 |
| (a) John Hennessy | Y 9. Authorisation of market purchases of the Company's shares. |
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|---|---|---|---|---|---|---|
| (b) Dermot Crowley | 10. Authorisation for the re-allotment of treasury shares. |
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| (c) Elizabeth McMeikan | 11. To authorise the Directors to hold certain general meetings on |
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| (d) Cathriona Hallahan | L 14 days notice. |
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| (e) Gervaise Slowey | N 12. Proposes an amendment to Article 74 of the constitution of the company to increase the maximum numbers of directors of the |
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| (f) Shane Casserly | company from ten to twelve. | |||||
| (g) Carol Phelan | ||||||
| (h) Jon Mortimore | O Signature |
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| 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 T |
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| * 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. As Ordinary Resolutions |
For | M Against Abstain |
A 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 Clayton Hotel Cardiff Lane, Sir John Rogerson's Quay, Docklands, Dublin, D02 YT21, Ireland, on Thursday 25th April 2024 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 |
Against Abstain | ||
| 1. | To receive and consider the annual report and O fi nancial statements of the company for the year ended 31 December 2023 together with the Directors and Auditors Reports and a review of the |
R | (h) Jon Mortimore 5. To authorise the Directors to determine the remuneration of the Auditors. |
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| 2. | affairs of the Company. To receive and consider the Directors' Report on |
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| 6. Authority to allot relevant securities up to customary limits. |
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| 3. | F Remuneration for the year ended 31 December 2023. To declare a fi nal dividend of 8 cent per ordinary share for the fi nancial year ended 31 December 2023. |
As Special Resolutions 7. Disapplication of statutory pre-emption rights in specifi ed circumstances. |
||||
| 4. | To re-appoint the following Directors: | 8. Disapplication of statutory pre-emption rights in |
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| (a) | N I John Hennessy |
additional circumstances for fi nancing an acquisition or capital investment by the Company. |
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| (b) | Dermot Crowley | 9. Authorisation of market purchases of the Company's shares. |
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| (c) | R Elizabeth McMeikan |
10. Authorisation for the re-allotment of treasury shares. |
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| (d) | Cathriona Hallahan | 11. To authorise the Directors to hold certain general |
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| (e) | O Gervaise Slowey |
meetings on 14 days notice. | ||||
| (f) | F Shane Casserly |
12. Proposes an amendment to Article 74 of the constitution of the company to increase the maximum numbers of directors of the company from |
D01 12WYLB |
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
/ /
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).
WKF 0 2 2 1 13 D HG I
12WYLB D01