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Dalata Hotel GP Proxy Solicitation & Information Statement 2025

Mar 31, 2025

1962_agm-r_2025-03-31_969ac5a1-ae2d-4e30-b8a8-35c4e9186f14.pdf

Proxy Solicitation & Information Statement

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O

DALATA

HOTEL GROUP

Annual General Meeting

LETTER FROM THE CHAIR AND NOTICE OF THE ANNUAL GENERAL MEETING

to be held on

Wednesday, 30 April, 2025 at 11.30 am.

at

Clayton Hotel Ballsbridge
Merrion Road
Ballsbridge
Dublin
D04 P3C3

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to consult your independent professional adviser immediately, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or the Investment Intermediaries Act 1995 (as amended) of Ireland if you are resident in Ireland, or who is authorised or exempted under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

If you sell or have sold or otherwise transferred all of your shares in Dalata Hotel Group p.l.c., please forward this document and the accompanying Form of Proxy (with the exception of any personalised documentation) at once to the purchaser or transferee or the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

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DALATA HOTEL GROUP P.L.C.'S
ANNUAL GENERAL MEETING
WILL BE HELD AT 11.30 A.M. ON
WEDNESDAY, 30 APRIL 2025 AT
CLAYTON HOTEL BALLSBRIDGE,
MERRION ROAD, BALLSBRIDGE,
DUBLIN, D04 P3C3.
SHAREHOLDERS ARE WELCOME
TO ATTEND THE MEETING IN
PERSON.

Letter from the Chair to the Members

28 March 2025

Dear Member,

I am writing to inform you that the forthcoming annual general meeting of Dalata Hotel Group p.l.c. (the "Company") will be held at 11.30 a.m. on Wednesday, 30 April 2025, at Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin, D04 P3C3 ("AGM").

You will find the Notice of the AGM on pages 6 to 10 of this document, and I am pleased to enclose

a copy of the Company's Annual Report and Financial Statements for the year ended 31 December 2024 (the "2024 Annual Report"), which is also available to view and download at www.dalatahotelgroup.com, and a Form of Proxy and Attendance Card for the AGM.

Strategic Review:

On 6 March 2025 we announced that the Board is undertaking a strategic review to explore options available to optimise capital opportunities for the Company and to enhance value for shareholders, including but not limited to a potential sale of the Company (the "Strategic Review").

The resolutions proposed in this Notice of AGM are not connected with or related to the Strategic Review. The business transacted at the AGM is set out in this letter.

Dematerialisation Update

Pursuant to the requirements of Irish company law, as of 1 January 2025, share certificates for the Company are no longer to be issued and are no longer valid as evidence of title to its shares, and entries on the register of members of the Company have been replaced by book-entry records ("Dematerialisation"). This change impacts all holders of securities in Irish public limited companies whose shares are listed on a EU or UK market in certificated (i.e. paper) form, including the Company. All existing paper share certificates which were previously issued to shareholders have ceased to have legal effect for the purposes of ownership evidence and these certificates are replaced with an electronic form of holding shares, which is maintained by our Registrar.

Whilst paper certificates are no longer

valid, please be assured that your shareholding is otherwise unchanged but is instead held electronically.

Further information in relation to Dematerialisation is available on our website at https://dalatahotelgroup.com/investor-relations/shareholder-centre/

Adoption of the Irish Corporate Governance Code:

Euronext Dublin published the Irish Corporate Governance Code which applies with effect from 1 January 2025 ("Irish Code") to Irish public limited companies with a primary equity listing on Euronext Dublin. As Dalata has a primary equity listing on Euronext Dublin and has a secondary listing on the UK market, it is permitted to elect to follow either the Irish Code or the UK Corporate Governance Code ("UK Code"). The Board resolved to adopt the Irish Code effective 1 January 2025 following consultation with advisors and careful consideration of the matter. The Irish Code uses the same principle and provision basis as is used in the UK Code, adapted for the Irish market.

Dalata considers its strong corporate governance to be a strategic pillar underpinning the Company's development and the creation of shareholder value. Shareholders may be assured of this ongoing commitment; the Board has made no changes to policy or governance practice on foot of its decision to adopt the Irish Code.

Directors' Remuneration

Three resolutions concern directors' remuneration:

Resolution 2: Director's report on remuneration,

Resolution 3: Remuneration policy, and

Resolution 8: Amendment to the 2017 LTIP rules.

The amendments to both the policy and LTIP rules are necessary to support the board's proposal to increase the maximum grant of awards to the CEO and other executive directors to 225% and 175% of annual salary, respectively. In addition, under the revised policy, the CEO would build up and maintain a beneficial holding of at least 225% of base

salary.

This proposal was developed following shareholder engagement and is explained in detail in the Director's report on remuneration.

Business to be considered at the AGM

Note: Unless the context otherwise requires, references to information provided as at "5 p.m. on 21 March 2025" are to that time being the latest practicable time and date for that information prior to the issue of this letter.

Resolutions 1 to 8 of the Notice of AGM are proposed as ordinary resolutions.

Resolution 1: Annual Report and Financial Statements

Resolution 1 is asking members 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 the Auditors and a review of the affairs of the Company.

This Resolution is an advisory resolution and is not binding on the Company.

Resolution 2: Directors' report on remuneration

Resolution 2 is asking members to receive and consider the Directors' Report on Remuneration as set out in the Board of Directors section of the 2024 Annual Report.

This Resolution is an advisory resolution and is not binding on the Company.

Resolution 3: Remuneration Policy

Resolution 3 In accordance with the EU Shareholder Rights Directive, is asking members to receive and consider the Company's Remuneration Policy adopted by the Board on 5 March 2025, a copy of which is set out in the Remuneration Committee Report Section of the 2024 Annual Report.

This Resolution is an advisory resolution and is not binding on the Company

Resolution 4: Recommendation for payment of dividend

Resolution 4 relates to the recommendation by the Board for the payment of a final dividend of 8.4 cent per issued ordinary share in the capital of

Dalata Hotel Group plc Annual General Meeting 2025

the Company ("Ordinary Shares") in respect of the year ended 31 December 2024. As previously announced by the Company, if approved by the meeting, the final dividend will be paid on 8 May 2025 to the holders of Ordinary Shares on the register at 5 p.m. on 4 April 2025. Irish dividend withholding tax will be deducted where appropriate and the receipt of the proposed final dividend should be treated as income for Irish tax purposes and taxed accordingly.

This Resolution is proposed as an ordinary resolution.

Resolution 5: Re-appointment of Directors

Resolution 5 deals with the re-appointment of Directors. The Company's constitution requires that at least one third of Directors shall retire by rotation at the Company's AGM each year. However, in accordance with the Irish Code, each of the current Directors, including Des McCann who was co-opted as a Director by the Board on 1 January 2025, will retire from office at the end of the AGM unless reappointed at the AGM.

As set out in the 2023 Annual Report, the Board, with the support of shareholders, decided to extend my term as Chair for two further years to 2025, and to initiate the process for the selection and appointment of a new Chair during 2024. That process was commenced in 2024. The Board also decided, in 2025, that it would be in the best interests of the Company and the shareholders if I were to continue as Chair to oversee the Strategic Review process. Accordingly, while I am offering myself for re-election at this year's AGM, it is expected that the process for the selection and appointment of my successor as Chair will be completed following the conclusion of the Strategic Review.

Biographies of each of the Directors who are offering themselves for re-appointment at the AGM together with a description of their skills, expertise and experience are set out in the Board of Directors Section of the 2024 Annual Report.

The contribution that each of the Directors brings to the Board and the long-term success of the Company is also described in detail in the Annual Report. The re-appointment of each Director will be considered as a separate ordinary resolution.

The Board regularly reviews the performance of Directors and is satisfied that all Directors proposed for re-appointment continue to perform effectively and to demonstrate commitment to their respective roles.

Resolution 6: Remuneration of the Auditors

Resolution 6 is asking members to authorise the Directors to determine the remuneration of the Company's Auditors.

Resolution 7: Authority to allot shares

Resolution 7 seeks to renew the authority of the Directors to allot shares. The Investment Association generally supports resolutions seeking authority to allot up to 66.66% of a company's issued share capital (excluding treasury shares) of which any allotment in excess of 33.33% of the issued share capital (excluding treasury shares) is applied to allot shares pursuant to a pre-emptive offer.

Accordingly, Resolution 7 proposes to authorise the Directors to allot shares up to an aggregate nominal value of €1,409,752 (representing approximately 66.66% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 21 March 2025) of which any allotment in excess of €704,876 shares (representing 33.33% of the issued ordinary share capital of the Company, excluding treasury shares) as at 5 p.m. on 21 March 2025, shall be applied to allot shares pursuant to a pre-emptive offer.

The Directors have no current intention of exercising this authority.

If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

This resolution is a common one at annual general meetings of companies listed on the main markets of Euronext Dublin and/or the London Stock Exchange and is in line with institutional shareholder guidance

Resolution 8: Amendment to the Dalata Hotel Group plc 2017 Long Term Incentive Plan (LTIP)

Resolution 8 seeks to amend the reference in Rule 6.1 of the LTIP from 200% to 225%, the result of which is to increase the individual limits by reference to which awards are granted from 200% to 225% of salary. A copy of the updated LTIP showing such proposed amendment together with a comparison against the existing LTIP is available (and will be so available until the conclusion of the AGM) on the Company's website (www.dalatahotelgroup.com) and at its registered office and will also be available at the AGM for least fifteen minutes before, and for the duration of, the AGM.

Resolutions 9 to 14 of the Notice of AGM are proposed as special resolutions.

Resolutions 9 and 10: Disapplication of statutory pre-emption rights in certain circumstances

The Companies Act 2014 sets out pre-emption rights for members where new equity securities (essentially ordinary shares in the case of the Company) are to be allotted for cash. The Companies Act 2014 also provides for these pre-emption rights to be modified or disapplied. The London based Pre-Emption Group has issued guidelines for such modifications or disapplications.

These guidelines were revised in November 2022 and Resolutions 9 and 10 are in terms consistent with these revised guidelines.

Accordingly, Resolution 9 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in certain circumstances, being: (i) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (ii) for allotments (other than by way of pre-emptive offers) up to an aggregate nominal value of €211,484 which represents 10% of the total nominal value of the Company's issued share capital (excluding treasury shares) as 5 p.m. on 21 March 2025; and/or (iii) the allotment of equity securities pursuant to the Company's employee share scheme for the time being in force; and/or (iv) for allotments (other than allotments made pursuant to paragraphs (a), (b) or (c) of Resolution 9) of up to a nominal amount equal to 20% of any securities issued pursuant to paragraph (b) of Resolution 9 from time to time and made in accordance with paragraph 3 of Part 2B of the Pre-Emption's Group Statement of Principles (the "Pre-Emption Principles") which describes the expected features of any follow-on offer.

Resolution 10 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in additional circumstances, being (a) for allotments (other than by way of pre-emptive offers) up to an additional aggregate nominal value of €211,484 which represents a further

Dalata Hotel Group plc Annual General Meeting 2025

10% of the total nominal value of the Company's issued share capital (excluding treasury shares) as at 5 p.m. on 21 March 2025; and (b) for allotments (other than allotments made pursuant to paragraph (a) of Resolution 10) of up to a nominal amount equal to 20% of any securities issued pursuant to paragraph (a) of Resolution 10 from time to time and made in accordance with paragraph 3 of Part 2B of the Pre-Emption Principles which describes the expected features of any follow-on offer.

The Board confirms:

(a) in relation to Resolution 10(a) that it intends that any use of this authority would be only in connection with an acquisition or specified capital investment within the meaning of the Pre-Emption Principles. For this purpose and reflecting the Pre-emption Principles, an acquisition or specified capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue;

(b) in relation to Resolutions 9 and 10 generally, that it intends to follow the shareholder protections set out in Part 2B of the Pre-Emption Principles; and

(c) in relation to Resolutions 9(d) and 10(b), that it intends to follow the expected features of a follow-on offer set out in paragraph 3 of Part 2B of Pre-Emption Principles.

If adopted, each of these authorities will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

These resolutions are common at annual general meetings of companies on the main markets of Euronext Dublin and/or the London Stock Exchange and are in line with institutional shareholder guidance and in particular with the Pre-emption Principles.

Resolution 11: Authorisation of market purchases of the Company's shares Resolution 11 is asking members to renew the authority given to the Company (and any of its subsidiaries) to make market purchases and overseas market purchases of its issued shares provided that the maximum number of shares authorised to be acquired shall be less than 15% of the issued share capital of the Company (excluding treasury shares) as at the date of passing of Resolution 11. If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

While the Directors do not have any current intention to exercise this power, this authority is being sought in accordance with common practice of companies on the main markets of Euronext Dublin and/or the London Stock Exchange.

If used, such purchases would be made only at price levels which the Directors considered to be in the best interests of the members generally, after taking into account the Company's overall financial position.

In addition, the authority being sought from members will provide that the minimum price (excluding expenses) which may be paid for such shares shall be an amount not less than the nominal value of the shares and the maximum price will be the higher of:

(a) 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 discretion, to be fair and reasonable; and

(b) the amount stipulated by Article 3(2) of the Commission Delegated Regulation (EU) 2016 / 1052 relating to such regulatory technical standards for the conditions applicable to buy-backs and stabilisation (being the value of such 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 such ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by Resolution 11 will be carried out).

Resolution 12: Authorisation for the re-allotment of treasury shares Resolution 12 is asking members to renew the authority to re-allot treasury shares pursuant to Section 1078 of the Companies Act 2014 where the re-allotment price range at which treasury shares may be re-allotted is as follows:

(a) the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price (as defined below); and

(b) the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such share is required to satisfy an obligation under an employee share scheme 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 re-allotted at a price lower than its nominal value)

If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier), unless previously varied, revoked or renewed. (For the purpose of the resolution, "Treasury Share Appropriate Price" means 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, respectively, 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 discretion, to be fair and reasonable).

Resolution 13: Notice of General Meetings Resolution 13 allows the Directors to call a general meeting (other than the annual general meeting or a meeting for the passing of a special resolution) on 14 clear days' notice where the purpose of the meeting is solely to consider one or more ordinary resolutions.

Section 1102 of the Companies Act 2014 provides that on an annual basis a company may pass a resolution such as this Resolution 13 to preserve its flexibility to call certain extraordinary general meetings, where appropriate,

Dalata Hotel Group plc Annual General Meeting 2025

using the shorter notice period (14 clear days).

The Company confirms that it will only use the shorter notice period where it is in the interests of the members to do so and where the flexibility is merited by the purpose of the meeting. If passed, this authority will be effective until the next annual general meeting of the Company, when it is intended that a similar resolution will be proposed.

This Resolution is a common one at annual general meetings of Irish companies on the on the main markets of Euronext Dublin and/or the London Stock Exchange.

Resolution 14: Amendments to the memorandum and articles of association of the Company

Resolution 14 proposes amendments to the memorandum and articles of association of the Company to (i) facilitate the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014 allowing for same, (ii) reflect Dematerialisation and (iii) retain flexibility in relation to the capitalisation of reserves.

The Company does not currently intend to hold any general meeting wholly by the use of electronic communications technology without a physical venue but the Directors believe that it is important to retain the flexibility to do so in appropriate or exceptional circumstances.

An explanation of the proposed changes to the memorandum and articles of association is set out in the Appendix to this letter. Resolution 14 is proposed as a special resolution.

A copy of the updated constitution showing such proposed amendment together with a comparison against the existing constitution of the Company is available and (will be so available until the conclusion of the AGM) on the

Company's website (www.dalatahotelgroup.com) and at its registered office and will also be available at the AGM for least fifteen minutes before, and for the duration of, the AGM.

Recommendation

Your Board of Directors unanimously recommends that you vote in favour of each of the resolutions to be proposed at the AGM.

Yours faithfully,

img-0.jpeg

John Hennessy

Non-executive Chair

Dalata Hotel Group plc Annual General Meeting 2025

Dalata Hotel Group plc Annual General Meeting 2025

Appendix

Proposed changes to the Company's memorandum and articles of association

Below is an explanation of the proposed changes to the memorandum and articles of association of the Company, each of which is individually set out in full within Resolution 14. The purpose of changes proposed is to:

  • facilitate the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014 allowing for same;
  • reflect Dematerialisation; and
  • retain flexibility in relation to the capitalisation of reserves.

Subject to Resolution 14 being passed at the AGM, the proposed changes will take immediate effect.

Paragraphs (a), (o) and (p) of Resolution 14 propose amendments to facilitate the conducting of general meetings wholly or partly by the use of electronic communications technology in accordance with the new arrangements in the Companies Act 2014 allowing for same.

Paragraphs (b) – (n) and (s) and (t) of Resolution 14 propose amendments to reflect Dematerialisation.

Paragraphs (q) and (r) of Resolution 14 proposes amendments to retain flexibility in relation to the capitalisation of reserves.

5

Notice of Meeting of Dalata Hotel Group plc

NOTICE is hereby given that the annual general meeting of Dalata Hotel Group plc (the Company) will be held at 11.30 a.m. on Wednesday, 30 April 2025, at Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin, D04 P3C3, for the following purposes

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

  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.

  2. To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2024.

  3. To receive and consider the Remuneration Policy of the Company that is set out in the annual report

  4. To declare a final dividend of 8.4 cent per ordinary share for the financial year ended 31 December 2024.

  5. By separate resolutions, 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 Mortimore
(i) Des McCann

  1. To authorise the Directors to determine the remuneration of the Auditors.

  2. The Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):

(a) without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 7, up to an aggregate nominal amount of €704,876 representing 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

(b) without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 7, up to an aggregate nominal value of €704,876 representing 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 securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 7(b) are offered by way of one or more preemptive offers open for a period or periods fixed by the Directors to or in favour of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record date or dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities 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 relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory.

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

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

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

  1. Subject to and conditional upon Resolution 7 of this Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 10 of this Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 7 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolution prior to such date but in each case, prior to its expiry the Company may make offers

Dalata Hotel Group plc Annual General Meeting 2025

and/or enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (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 securities in connection with any one or more offers of securities, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitation and/or otherwise to or in favour of the holders of equity securities and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option scheme or share incentive plans then in force) at such record date or dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be reasonably be) to the respective number of equity securities held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securities 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 relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory;

and/or

(b) the allotment of equity securities 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 securities pursuant to any employee share scheme of the Company;

and/or

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

  1. Subject to and conditional upon Resolution 7 of this Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 9 of the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 7 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended by special resolution 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 securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (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 securities 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 Resolution, such power shall be limited to the allotment of equity securities up to a nominal amount equal to 20% of any allotment of equity securities from time to time made pursuant to paragraph (a) of this resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine is substantially similar to the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption 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:

(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 Resolution 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

Dalata Hotel Group plc Annual General Meeting 2025
7

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 discretion, 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 meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (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 Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:

(a) the maximum price (excluding expenses) at which a treasury share may be re-allotted off-market 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-allotted off-market shall be

the nominal value of the share where such share is required to satisfy an obligation under an employee share scheme (as defined in the Listing 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 subparagraphs (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, respectively, 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 discretion, to be fair and reasonable.

The authority hereby conferred in this Resolution 12 shall expire at the conclusion of the next annual general meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution. 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 after 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 Section 1102 of the Companies Act 2014, the Directors of the Company be and are hereby generally and unconditionally authorised to call a general meeting, other than an annual general meeting or a meeting for the passing of a special resolution, on not less than 14 clear days' notice (as defined in the constitution of the Company). The authority hereby conferred shall expire

at the conclusion of the next annual general meeting of the Company held after the date of the passing of this Resolution unless previously renewed, varied or revoked by the Company by special resolution in general meeting.

  1. That the constitution of the Company be amended in the following manner:

a) the addition of the new definition of "electronic communications technology" in Article 1 of the articles of association which "has the meaning given to it in Section 176A of the 2014 Act (without prejudice generally to Article 1(g))";

b) Article 5(e)(ii) of the articles of association be amended by the deletion of the words "Every such request shall, in the case of certificated shares in the Company, be accompanied by the certificate(s) (if any) for the shares in the Company to which it relates.";

c) Article 5(g)(iii) of the articles of association be amended by the deletion of the words "certificate or other";

d) the title of Part III of the articles of association be amended by the deletion of the words "Share Certificates.";

e) Article 12 of the articles of association be deleted in its entirety and replaced with a new Article 12 titled "General" and stating the following: "The Company shall not be bound to register more than four persons as joint Holders of any share (except in the case of executors or trustees of a deceased Member).";

f) Article 13 of the articles of association be deleted in its entirety;

g) Article 14 of the articles of association be deleted in its entirety;

h) Article 14A(a)(v)(B) of the articles of association be amended by the replacement of the words "Participating Securities as no longer being in uncertificated form" with "withdrawal";

i) Article 14A(b) of the articles of association be amended by the

Dalata Hotel Group plc Annual General Meeting 2025

replacement of the words "Articles 12,13,14 and" with "Article";

j) Article 17 of the articles of association be amended by replacing the words "The Directors may, if deemed necessary or desirable, also change, or procure the changing of any share held in uncertificated form to be sold pursuant to the provisions of this Part IV into certificated form prior to any such sale and may, or may authorise any person or persons to, execute and do all such documents, acts and things as may be required in order to effect such change under the 1996 Regulations or the 2014 Act, or any regulation made thereunder or otherwise" with:

"Prior to any such sale, the Directors may, if deemed necessary or desirable, do all such things and execute and deliver all such documents and electronic communications as may be required by Euroclear Bank or as may, in the opinion of the Directors, be necessary or desirable to transfer any share in Euroclear Nominees (or such other nominee(s) of Euroclear Bank as they may determine) to effect a transfer of such shares into Euroclear Bank";

k) Article 18 of the articles of association be amended by replacing the words "the certificate for the" with "any evidence of title in respect of";

l) Article 27 of the articles of association be amended by replacing the words "The Directors may, if deemed necessary or desirable, also change any share held in uncertificated form to be sold or otherwise disposed of pursuant to the provisions of this Part V into certificated form prior to any such sale or disposal and may, or may authorise any person or persons to, execute and do all such documents, acts and things as may be required in order to effect such change under the 1996 Regulations or otherwise." with:

"Prior to any such sale or disposal, the Directors may, if deemed necessary or desirable, do all such things and execute and deliver all such documents and electronic communications as may be required by Euroclear Bank or as may, in the opinion of the

Directors, be necessary or desirable to transfer any share in Euroclear Nominees (or such other nominee(s) of Euroclear Bank as they may determine) to effect a transfer of such shares into Euroclear Bank";

m) Article 32 of the articles of association be amended as follows:

a. Article 32(a) be amended by the deletion of the words "by instrument in writing" and "usual or common for any other"; and
b. Article 32(b) be amended by the addition of the words "(including, without limitation, in connection with such evidence of transfer)" after the words "also to implement any ancillary arrangements";

n) Article 33(a) of the articles of association be amended by the addition of the words "(if any)" after the words "The instrument of transfer";
o) Article 50 of the articles of association be amended as follows:

a. that "(including general meetings using electronic communications technology)" be inserted after the existing title,
b. that "Unless held wholly by the use of electronic communications technology, all" be inserted in paragraph (a) before "general meetings of the Company shall be held in the State unless otherwise determined by ordinary resolution of the Members.",
c. the addition of the following two new paragraphs (c) and (d):

"(c) The Company may hold a general meeting exclusively at a physical venue or wholly by the use of electronic

communications technology or by a combination of a physical venue and by the use of electronic communications technology. For the purposes of these Articles, a reference (howsoever expressed) to a physical venue at which a general meeting is held shall be disregarded in the context of a general meeting held wholly by the use of electronic communications technology.

(d) For the purposes of these Articles, a person who participates in a general meeting by the use of electronic communications technology in accordance with such procedures as contemplated by the 2014 Act shall be regarded as being present at the meeting, and for that purpose, a reference in these Articles (howsoever expressed) to a member present in person or by proxy at a meeting shall be construed as including a reference to any member who participates, including by proxy, in that meeting by the use of electronic communications technology in accordance with such procedures as contemplated by the 2014 Act.;

p) Article 51(b) of the articles of association be amended by the addition of the words "(including, without limitation, to section 181 of the 2014 Act)" after "Notices of general meetings shall comply with all of the provisions of the Acts relating thereto";
q) Article 121 of the articles of association be amended as follows:

a. that the words ", without limitation to section 126 of the 2014 Act," be inserted after

Dalata Hotel Group plc Annual General Meeting 2025

" (including" and before "any capital redemption reserve fund"; and

b. that the words "or any other reserve account not available for distribution" be inserted after "or any undenomintaed capital reserve fund";

r) Article 122 of the articles of association be amended as follows:

a. that the words ", without limitation to section 126 of the 2014 Act," be inserted after "(including" and before "any capital redemption reserve fund";
b. that the word "capita" be deleted and replaced with the word "capital"; and
c. that the words "or any other reserve account not available for distribution" be inserted after "or any undenomintaed capital reserve fund";

s) Article 125(i) of the articles of association be amended by the deletion of "(including a share certificate)" after "A notice or document"; and

t) Article 138(g) of the articles of association be amended as follows:

a. that the words "may issue a new certificate to the transferee and" after "being lodged in respect thereof and" be deleted; and
b. that the words The Directors may, if deemed necessary or desirable, also change any share held in uncertificated form to be sold pursuant to the provisions of this Article into certificated form prior to any such sale and may, or may authorise any person or persons to, execute and do all such documents, acts and things as may be required in order to effect such change" be replaced with:

Prior to any such sale, the Directors may, if

deemed necessary or desirable, do all such things and execute and deliver all such documents and electronic communications as may be required by Euroclear Bank or as may, in the opinion of the Directors, be necessary or desirable to transfer any share in Euroclear Nominees (or such other nominee(s) of Euroclear Bank as they may determine) to effect a transfer of such shares into Euroclear Bank".

By order of the Board

img-1.jpeg

Seán McKeon

Company Secretary

Registered Office:

Burton Court Burton Hall Drive

Sandyford

Dublin 18 D18Y2T8

Ireland.

26 March 2025

Dalata Hotel Group plc Annual General Meeting 2025

Shareholder Information

THE FOLLOWING INFORMATION IS PROVIDED TO MEMBERS IN ACCORDANCE WITH SECTION 1103 OF THE COMPANIES ACT 2014.

Entitlement to attend and vote

  1. Only those members registered in the register of members of the Company at 6 p.m. on Saturday, 26 April 2025 or if the AGM is adjourned for 14 days or more, at 6 p.m. on the day immediately preceding the date that falls 72 hours before the time appointed for the adjourned meeting, shall be entitled to attend, speak, ask questions and vote at the AGM, or if relevant, any adjournment thereof. Changes in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

  2. Notwithstanding any other provisions of these notes, the Company will take all appropriate safety measures as the Directors may in their absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the AGM to ensure the safety of any attendees and others involved with it. Such measures may include, without limitation, the restriction of the number of attendees, and health and/or compliance related checks and requirements.

Shareholder Participation

  1. Shareholders and duly appointed proxies are welcome to attend AGM in person.

  2. There is no requirement for Shareholders to give notice of their intention to access the AGM. However, persons appointed as a proxy or corporate representative for a Shareholder and wishing to access the AGM should contact Computershare, providing satisfactory evidence of their appointment, before 9.30 a.m. on Tuesday, 29 April 2025 by emailing [email protected] for unique log-in credentials.

  3. Once the Chair has formally opened the AGM, he will explain the voting procedure.

Appointment of Proxy and Exercise of Voting Rights

  1. The process for appointing a proxy depends on the manner in which you hold your interest in the Company.

  2. All proxy voting instructions (whether submitted directly or through the Euroclear Bank system or the CREST system (for those holding CDIs)) must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear Bank system or the CREST system will also need to comply with any additional (earlier) voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Book-entry shareholders

  1. For shareholders whose ownership is directly recorded on our register of members (i.e. those shareholders who hold in book-entry form and are directly registered on our register of members) your proxy may:

(a) be submitted electronically, subject to the terms and conditions of electronic voting, by accessing the Registrar's website: eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. Full details of the procedures, including voting instructions are given on the website, or

(b) be submitted by post to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.

The deadline for receipt of proxies is 11.30 a.m. on Monday, 28 April 2025.

  1. In the case of a body corporate member, the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with note 8(b).

  2. A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to the member to (i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by the Form of Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other person at his or her discretion (each of the foregoing being, a Substitute Proxy). A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of the Form of Proxy. A Substitute Proxy shall be bound by and shall be entitled to act in all respects in accordance with, the terms of the Form of Proxy. All references to 'proxy' shall be deemed to include persons who are Substitute Proxies for the time being. Members should indicate how they wish their proxy to vote by marking the appropriate box. A member may direct their proxy to vote "For", "Against", or to "Abstain". If no such specific instructions are given, the proxy will vote the member's vote at his/her discretion. A vote cast as abstain is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" the resolution.

  3. On any other business which may properly come before the AGM, or any adjournment thereof (whether procedural or substantive in nature, including without limitation any motion to amend a resolution or adjourn the meeting), not specified in the Notice of AGM, the proxy will act at his/her discretion in voting on such matters.

  4. For those who intend to appoint a proxy other than the chair of the AGM, we would ask that, as a contingency measure, you would additionally appoint the chair of the AGM as an alternative in the event the initially intended proxy is unable to attend for any reason (and does not appoint a substitute).

  5. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian directly.

Euroclear Bank Participants

  1. We set out some information in the following paragraphs to guide persons holding their interest in the Company as Belgian law rights through

Dalata Hotel Group plc Annual General Meeting 2025

the Euroclear Bank system. However, we advise holders to consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM.

  1. Participants in the Euroclear Bank system ("EB Participants") can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank SA/NV ("Euroclear Bank") as updated from time to time and entitled "Euroclear Bank as issuer CSD for Irish corporate securities" (the "EB Services Description"). In accordance therewith, EB Participants can either send:

(a) electronic voting instructions to Euroclear Nominees Limited (as sole registered shareholder of all ordinary shares held through the Euroclear Bank system) ("Euroclear Nominees") to either itself, or by appointing the chair of the AGM as proxy:

  • vote in favour of all or a specific resolution(s);
  • vote against all or a specific resolution(s);
  • abstain from all or a specific resolution(s); or
  • give a discretionary vote to the chair of the AGM in respect of one or more resolution(s) being put to a vote of the shareholders; or

(b) a proxy voting instruction to appoint a third party (other than Euroclear Nominees / the chair of the AGM) to attend the meeting and vote for the number of ordinary shares specified in the proxy voting instruction.

  1. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to the Company's proxy appointment deadline. Your attention is drawn to the EB Services Description in this regard.

  2. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting instruction deadline.

Neither is there a facility to offer a letter of representation or appoint a corporate representative other than via the process of appointing a third-party proxy described at note 15(b) above.

  1. EB Participants are strongly encouraged to familiarise themselves with the new arrangements with Euroclear Bank, including voting deadlines and procedures.

CREST members holding CDIs

  1. We set out some information in the following paragraphs to guide persons holding their interest in the Company as CDIs via the CREST system. However, we advise holders to consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM.

  2. Euroclear UK & International ("EUI"), the operator of the CREST system has arranged for voting instructions relating to CDIs held in CREST to be received via a third-party service provider, Broadridge Financial Solutions Limited ("Broadridge"). Further details on this service are set out in the "All you need know about SRD II in Euroclear UK & International" which can be found at Webpage: https://my.euroclear.com/users/en/login.html?resource=%2Fcontent%2Fo

Following member login, please see in particular the section entitled "CREST International Service - Proxy voting". CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge.

  1. If you hold CDIs you will be required to make use of the Euroclear UK & International proxy voting service facilitated on EUI's behalf by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions as required.

  2. To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete the following documentation which can be found at the following web address: https://my.euroclear.com/users/en/login.html?resource=%2Fcontent%2Fdam%2Feuroclear%2FOperational%2FEUI%2FForms%2FCRT408%2520Meeting%2520Voting%2520Client%2520SetUp%2520Form.xlsx&$Login$$=%24%24login%24%24&j_reason=unknown&j_reason_code=unknown.

  3. Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: [email protected]

  4. Fully completed and returned applications forms will be shared with Broadridge by EUI. This will enable

Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.

  1. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. The same voting options as described above for EB Participants will be available (i.e. electronic votes by means of chair proxy appointments or appointing a third-party proxy). Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline as set out above.

  2. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline. Neither is there a facility to offer a letter of representation or appoint a corporate representative other than through the submission of third-party proxy appointment instructions.

  3. CREST members with holdings of CDIs are strongly encouraged to familiarise themselves with the new arrangements with Broadridge, including the new voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

Voting rights and the total number of issued shares

  1. The total number of issued ordinary shares on the date of this Notice of AGM is 211,483,988. Each ordinary share carries one vote. On a vote on a show of hands, every member present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every member shall have one vote for every share carrying rights of which he is the holder.

  2. Where a poll is taken at the AGM any member present in person or by proxy, holding more than one share is not obliged to cast all his/her/its votes in the same way.

  3. Ordinary resolutions are required to be passed by a simple majority of members voting in person or by proxy. Special resolutions are required to be passed by a majority of not less than 75% of votes cast by those who vote either in person or by proxy.

  4. We would strongly encourage all shareholders to submit their voting instructions via the processes detailed

Dalata Hotel Group plc Annual General Meeting 2025

above to ensure they vote and are represented at the AGM.

Questions

  1. The AGM is an opportunity for members to put questions to the Chair. Before the AGM, a member may also submit a question by sending a letter, or email (in each case with evidence of their shareholding) to the Company Secretary Correspondence should arrive no later than Monday, 28 April 2025; letters to the Company's Registered Office and emails to [email protected]

  2. Only questions relating to the business of the AGM will be considered.

  3. Under Section 1107 of the Companies Act 2014, the Company must answer any question which a member may ask relating to the business being dealt with at the AGM unless:

(a) answering the question would interfere unduly with the preparation for the AGM or the confidentiality and business interests of the Company;

(b) the answer has already been given on a website in a question-and-answer format: or

(c) it appears to the Chair of the AGM that it is undesirable in the interests of good order of the meeting that the question be answered.

Members' right to table draft resolutions and to put items on the agenda

  1. Pursuant to Section 1104 of the Companies Act 2014, a member or a group of members holding 3% of the issued share capital, representing at least 3% of the total voting rights of all members who have a right to vote at the AGM, have a right to put an item on the agenda for the AGM and/or table a draft resolution for inclusion in the agenda of the AGM subject to any contrary provisions in company law which impose

other conditions on the right of members to put items on the agenda for or to propose resolutions at the AGM.

  1. Such requests were required have been received by the Company no later than 19 March 2025 having regard to the 42 day period specified in Section 1104. For this purpose and in accordance with Section 1104, the date of the AGM was placed on the Company's website before the end of 2024 to provide the members with sufficient notice to prepare and submit draft resolutions.

  2. The Company did not receive any request to put an item on the agenda or table a draft resolution for inclusion in the agenda of this year's AGM.

  3. Concerning requests pursuant to Section 1104 members are advised that such a request:

(a) Must be received by at least 42 days before the date of the meeting to which it relates;

(b) may be in hard copy form or in electronic form and must be prepared in accordance with subsections (e) and (f) respectively.

(c) must set out in writing details of the item to be included and/or draft resolution in full or, if supporting an item to be included or a draft resolution sent by another member, clearly identify the item to be included and/or the draft resolution which is being supported;

(d) must be authenticated by the person or persons making it (by identifying the member or members meeting the qualification criteria and, if in hard copy, by being signed by the member or members); and

In addition to the above, requests must be made in one of the following ways:

(e) a hard copy request which is signed by the member(s), stating the full name and address of the member(s) and

is sent to the Company Secretary at the Company's Registered office or

(f) a request which states the full name and address of the member(s) and is sent to [email protected]

  1. A requested item or draft resolution must not be such as would be incapable of being passed or otherwise be ineffective or redundant (whether by reason of inconsistency with any enactment or the Company's constitution, or on account of the substantive nature of other resolutions on the agenda of the AGM, or otherwise). Any requested item or draft resolution must not be defamatory of any person.

  2. Subject to the Companies Act 2014 and any provision of the Company's constitution, where a resolution is proposed as a special resolution, no amendment to the resolution (other than an amendment to correct a patent error) may be considered at the general meeting.

  3. Subject to the Companies Act 2014 and any provision of the Company's constitution, where a resolution is proposed as an ordinary resolution, no amendment to the resolution (other than an amendment to correct a patent error) may be considered or voted upon unless either at least forty-eight hours prior to the time appointed for holding the general meeting or adjourned meeting at which the ordinary resolution is to be approved, notice in writing of the terms of the amendment and intention to move same has been lodged with the Company Secretary (at the Company's Registered Office), or the Chair in his absolute discretion decides that it may be considered or voted upon.

Information regarding the AGM

  1. Information regarding the AGM, including information required by Section 1103 of the Companies Act 2014, is available from www.dalatahotelgroup.com

Dalata Hotel Group plc Annual General Meeting 2025

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DALATA

HOTEL GROUP

Central Office

Termini
3 Arkle Road
Sandyford
Business Park
Dublin
D18 C9C5
Ireland

T +353 (0)1 206 9400
E [email protected]
W dalatahotelgroup.com

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