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Dalata Hotel GP Proxy Solicitation & Information Statement 2025

Mar 31, 2025

1962_rns_2025-03-31_f872ce41-1283-4523-b05d-31b20532c862.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 Ballsbridge, Merrion Road, Ballsbridge, Dublin , D04 P3C3, Ireland, on Wednesday, 30 April 2025 at 11.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on Wednesday, 30 April 2025 at 11.30 am (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.

persons can vote at the Meeting are available in the Notice of Meeting.

where possible please provide him/her with the Attendance Card attached hereto to facilitate his/her attendance.

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 2024 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 2024.
3. To receive and consider the Company's Remuneration Policy.
4. To declare a fi nal dividend of 8.4 cent per ordinary share for the
fi nancial year ended 31 December 2024.
5. 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
(i) Des McCann
6. To authorise the Directors to determine the remuneration of
the Auditors.
For Against Abstain
7. Authority to allot relevant securities up to customary limits.
8. To amend the reference in Rule 6.1 of the Dalata Hotel Group plc 2017
Long Term Incentive Plan from 200% to 225%.
As Special Resolutions
9. Disapplication of statutory pre-emption rights in specifi ed
circumstances.
10. Disapplication of statutory pre-emption rights in additional circumstances
for fi nancing an acquisition or capital investment by the Company.
11. Authorisation of market purchases of the Company's shares.
12. Authorisation for the re-allotment of treasury shares.
13. To authorise the Directors to hold certain general meetings on
14 days notice.
14. To amend the constitution of the Company as detailed in the Notice
of AGM.

Form of Proxy

Please use a black pen. Mark with an X
inside the box as shown in this example. X

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

Please leave this box blank if you have selected the Chairman of the AGM. Do not insert your own name(s).

* 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

1.
To receive and consider the annual report and
fi nancial statements of the company for the year
ended 31 December 2024 together with the Directors
and Auditors Reports 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 Company's
For Against Abstain
Remuneration Policy.
4.
To declare a fi nal dividend of 8.4 cent per ordinary
share for the fi nancial year ended 31 December 2024.
5.
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
13. To authorise the Directors to hold certain general meetings on
14 days notice.
y
14. To amend the constitution of the Company as detailed in the Notice l
of AGM.
n
Signature
Please use a black pen. Mark with an X
X
inside the box as shown in this example.
O
n
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 * 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 Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin, D04 P3C3, on Wednesday,
30th April 2025 at 11.30 am and at any adjournment thereof. I/We confi rm that I/we have read and agree to be bound by the Explanatory Notes enclosed. 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 a t
For
Against Abstain
For Against Abstain
To receive and consider the annual report and
fi nancial statements of the company for the year
r (h) Jon Mortimore
ended 31 December 2024 together with the Directors
f
and Auditors Reports and a review of the affairs of
the Company.
o (i)
6.
Des McCann
To authorise the Directors to determine the
To receive and consider the Directors' Report on remuneration of the Auditors.
n
Remuneration for the year ended 31 December 2024.
7. Authority to allot relevant securities up to
To receive and consider the Company's
Remuneration Policy.
8. customary limits.
To amend the reference in Rule 6.1 of the Dalata Hotel
I
To declare a fi nal dividend of 8.4 cent per ordinary
share for the fi nancial year ended 31 December 2024.
Group plc 2017 Long Term Incentive Plan from 200%
to 225%.
To re-appoint the following Directors: As Special Resolutions
r 9. Disapplication of statutory pre-emption rights in
specifi ed circumstances.
o
F
10. Disapplication of statutory pre-emption rights in
additional circumstances for fi nancing an acquisition or
capital investment by the Company.
11. Authorisation of market purchases of the
Company's shares.
12. Authorisation for the re-allotment of treasury shares.
13. To authorise the Directors to hold certain general
meetings on 14 days notice.
14. To amend the constitution of the Company as detailed
in the Notice of AGM.

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 vote as he or she sees fi t or abstain in relation to any business of the Meeting (and any adjournment thereof). 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).

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