AGM Information • Apr 2, 2025
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your registered holdings of ordinary shares in Hostelworld Group plc (the "Company") please forward this document, together with the Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
Notice of the Annual General Meeting of the Company to be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on Wednesday 7 May 2025 at 12 noon is set out at the end of this document and the recommendation of the Directors is set out on page 8. A Form of Proxy for use in connection with the Annual General Meeting is provided. To be valid, any instrument appointing a proxy must be received by Computershare Investor Services PLC at P.O. Box 13030, Dublin 24, Ireland (if by post) or 3100 Lake Drive, Citywest Business Campus, Dublin 24 D24 AK82, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Friday 2 May 2025. Alternatively, a proxy may be appointed electronically at www.eproxyappointment.com or, if you hold shares in CREST, by using the CREST electronic proxy appointment service.
Ulrik Bengtsson (Chair) Gary Morrison (Chief Executive Officer) Caroline Sherry (Chief Financial Officer) Carl G. Shepherd (Non-executive Director) Éimear Moloney (Non-executive Director) Evan Cohen (Non-executive Director) Paul Duffy (Non-executive Director)
1 Chamberlain Square Birmingham B3 3AX United Kingdom
To holders of ordinary shares of €0.01 each in Hostelworld Group plc (the "Company")
This letter accompanies the 2024 Annual Report (the ''Annual Report") and gives details of the business to be transacted at the Annual General Meeting of the Company (the "AGM") to be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on Wednesday 7 May 2025 at 12 noon. The purpose of the AGM is to seek shareholders' approval for the Resolutions.
As we appreciate some shareholders may prefer not to attend, or may be unable to attend, in person, shareholders may submit questions to the Board on the formal business of the AGM in advance by email to [email protected]. Questions must be submitted by 12 noon on Friday 2 May 2025. Responses will be made via return of email or published on our website at www.hostelworldgroup.com, as deemed appropriate by the Board.
Notice of the AGM is given on page 9. Resolutions 1 to 12 (inclusive), 16 and 18 are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 13 to 15 and 17 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolution.
English company law requires the Directors to present to the AGM the audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2024. The audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2024 are included in the Annual Report.
The purpose of Resolution 2 is to approve the Directors' remuneration report for the financial year ended 31 December 2024. The Directors' remuneration report is set out on pages 125 to 145 of the Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.
The UK Corporate Governance Code (the "Code") requires the Directors of the Company to be subject to annual re-election, or, in the case of Ulrik Bengtsson and Paul Duffy, election by shareholders at the AGM. Accordingly, Resolutions 3 to 9 propose the re-election of each of the current Directors who were re-elected at the 2024 AGM, and the election of Ulrik Bengtsson, who has been appointed as Chair of the Company, and Paul Duffy, who has been appointed as a Non-Executive Director of the Company, since the last AGM. As announced on 20 March 2025, Ulrik will be stepping down as a Director and Chair of the Company as he has accepted a new role as the fulltime Chief Executive Officer of a large internationally based company. Ulrik has agreed to a transitional period until 31 October 2025 to ensure continuity while a new Chair is recruited and, therefore, the Board recommends his re-election at the AGM. Ulrik has extensive online platform and digital consumer services experience, having served previously as Chief Commercial Officer and Chief Operating Officer of Virgin Media O2, CEO and Executive Director of William Hill plc, CEO of Betsson Group, and as CEO with Emerging Markets and Swedish divisions of Viasat Broadcasting. Paul has extensive knowledge of the consumer and leisure industry and brings significant strategic and brand experience, having served previously as Chair and CEO of Pernod Ricard North America. Paul also served as director of Corby Spirit and Wine Limited, a leading Canadian marketer and distributor of spirits and wines listed on the Toronto Stock Exchange.
The Board has considered the performance of each of the Directors to be elected and re-elected and is satisfied that their performance continues to be effective and demonstrates commitment to the role. Collectively, the Non-executive Directors possess a wide range of the critical skills of value to the Board and relevant to the challenges and opportunities facing the Company which include financial, commercial and general management experience, online travel expertise and e-commerce expertise. Each Non-executive Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collective range of knowledge, viewpoints and diversity ensures a high quality of robust debate and input into key decisions and ensures the Board operates effectively.
In terms of the Executive Directors, Gary Morrison has significant experience of the travel industry and a track record of growth in an online marketing business and Caroline Sherry has significant financial experience in international consumer-focused businesses and a proven track record in financial leadership. It is, therefore, felt that through the combined business skills, e-commerce expertise and online travel expertise of its Non-executive and Executive Directors, each Director's contribution is and continues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the election and re-election (as applicable) of each of the Directors.
The Company is required to appoint auditors at each AGM at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.
The Audit Committee, on behalf of the Board, has reviewed the effectiveness, independence and objectivity of the external auditors, KPMG, and now proposes their re-appointment as auditors of the Company.
This Resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors. In practice, the Audit Committee will consider the audit fees for recommendation to the Board.
This Resolution asks shareholders to grant the Directors authority under section 551 of the Companies Act 2006 (the "Act") to allot ordinary shares or grant such subscription or conversion rights as contemplated by sections 551(1)(a) and (b) respectively of the Act. Resolution 12.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €416,632.61 representing approximately one third of the nominal value of the Company's issued share capital as at 31 March 2025, the latest practicable date prior to the publication of this Notice. This is the maximum permitted amount under best practice corporate governance guidelines.
In line with the latest guidance issued by the Investment Association, Resolution 12.2 would give the Directors an additional authority to allot ordinary shares in connection with a fully pre-emptive issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €416,632.61. This amount represents approximately an additional third of the nominal value of the Company's issued share capital as at 31 March 2025, the latest practicable date prior to the publication of this Notice.
The authorities sought under Resolutions 12.1 and 12.2 will expire on the earlier of 6.00 p.m. on 7 August 2026 and the conclusion of the Annual General Meeting of the Company to be held in 2026. The Resolution replaces a similar resolution passed by the Company on 2 May 2024.
The Directors have no present intention of exercising such authorities. However, the Directors consider it important to have the maximum ability and flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions.
As at 31 March 2025, the latest practicable date prior to the publication of this Notice, no shares are held by the Company in treasury.
The Act requires that shares or other equity securities allotted for cash are offered first to existing shareholders in proportion to their existing holding. The passing of these Resolutions would allow the Directors to allot shares (or sell any shares which the Company may hold in treasury following a purchase of its own shares) without first offering the securities to existing shareholders.
The authority under Resolution 13 would be limited to:
Resolution 14 would give the Directors authority to (i) allot a further 10% of the issued ordinary share capital of the Company as at 31 March 2025 (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles on Disapplying of Pre-emption Rights published by the Pre-Emption Group in November 2022 (the "Statement of Principles") and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of €24,997.95, which represents approximately 2% of the Company's issued ordinary share capital as at 31 March 2025 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.
The disapplication authorities under Resolutions 13 and 14 are in line with guidance set out in the Statement of Principles. The Statement of Principles allows a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an additional 2% in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer. The Directors confirm that, in considering the exercise of the authority under Resolutions 13 and 14, they intend to follow the shareholder protections set out in Part 2B of the Pre-emption Group's Statement of Principles to the extent reasonably practicable.
The authority contained in Resolutions 13 and 14 will expire on the earlier of 6.00 p.m. on 7 August 2026 and the conclusion of the Annual General Meeting of the Company to be held in 2026.
Resolution 15 seeks authority for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of ordinary shares up to a maximum of 12,498,978 ordinary shares (equivalent to 10% of the Company's issued ordinary share capital as at 31 March 2025 (being the last practicable date prior to the publication of this Notice)). The authority will expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2026 or 6.00 p.m. on 7 August 2026.
The maximum price payable for the purchase by the Company of its own ordinary shares will be limited to an amount equal to the higher of 5% above the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS. The minimum price payable by the Company for the purchase of its own ordinary shares will be €0.01 per share (being the amount equal to the nominal value of an ordinary share).
The Directors have no present intention of exercising such authority but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority to purchase the Company's own ordinary shares will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per ordinary share and that it is in the best interests of the Company at the time. Resolution 15 renews a similar resolution passed by the Company on 2 May 2024. The Company will be able to hold the ordinary shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes.
Options to subscribe for up to 6,996,656 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 31 March 2025 (being the latest practicable date prior to the publication of this Notice) representing approximately 5.60% of the issued ordinary share capital at that date. If the Directors were to exercise in full the power for which they are seeking authority under Resolution 15, the options outstanding as at 31 March 2025 would represent approximately 6.22% of the ordinary share capital in issue following such exercise.
Part 14 of the Act requires companies to seek shareholder approval for donations to, or expenditure incurred in connection with, any political party, political organisation or independent election candidate.
Although the Company does not intend (and none of its subsidiaries intend) to make donations to political parties, political organisations or independent election candidates, within the normal meaning of that expression, the definition in the legislation of "political donations" and "political expenditure" can extend to bodies such as those concerned with policy review, law reform, the representation of the business community and special interest groups, which the Company might wish to support and so unintentionally fall within the wide definition of matters constituting political donations and expenditure in the Act. Accordingly, the Company is seeking authority to make donations up to an aggregate amount of €100,000. In line with guidance published by the Investment Association, this Resolution is put to shareholders annually rather than every four years as required by the Act. This authority will expire at the conclusion of the Company's next following Annual General Meeting to be held in 2026 or, if earlier, at 6.00 p.m. on 7 August 2026.
The Resolution replaces the previous authority put in place by the Company on 2 May 2024.
Resolution 17 to be proposed at the AGM seeks authority from shareholders to hold general meetings (other than annual general meetings) on 14 clear days' notice. This is permissible under the existing articles of the Company and the Act. However, pursuant to the Companies (Shareholders' Rights) Regulations 2009 the Company must offer the facility, accessible to all shareholders, to vote by electronic means at any meeting held on such notice and must obtain specific shareholder approval on an annual basis to retain this ability.
The Directors believe that there may be circumstances in which it will be important for the Company to be able to call meetings at such short notice. The shorter notice period would not be used as a matter of course, but only where it is merited by the business of the meeting, the proposals are time-sensitive and it is thought to be to the advantage of shareholders as a whole. Accordingly, the Directors believe that it is important for the Company to retain this flexibility. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
The purpose of Resolution 18 is to seek shareholder approval at the AGM for the Company's Long Term Incentive Plan 2025 (the "2025 LTIP"). The Company's existing long-term incentive plan, the Hostelworld Group plc Long Term Incentive Plan (the "2015 LTIP"), was adopted on 27 October 2015 in connection with the Company's Initial Public Offering and will expire in October 2025 at the end of its ten-year life. In order to continue to grant LTIP awards over the next ten years, it is proposed to seek shareholder approval for the 2025 LTIP, which is based on the 2015 LTIP, and which would replace the 2015 LTIP for future share awards. The rules of the 2025 LTIP are substantially the same as the rules of the 2015 LTIP but have been updated to assist the effective administration of the plan.
A copy of the rules of the 2025 LTIP will be available for inspection at the National Storage Mechanism from the date of this Notice of Meeting, and at the place of the AGM from at least 15 minutes before the AGM until the end of the AGM.
The principal terms of the 2025 LTIP are summarised in Appendix 1 to this Notice.
Registering for electronic communication is straightforward and is done via a platform provided by Computershare Investors Services (Ireland) Limited, our Registrar. Please visit our Registrar's website, https://www.computershare.com/ie, for further details.
You are asked to either:
Proxy appointments must be received by no later than 12 noon on Friday 2 May 2025.
The AGM will be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland.
The Board believes that the Resolutions to be put to the AGM are in the best interests of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the Resolutions, as the Directors who hold shares intend to do in respect of their beneficial shareholdings in the Company.
Yours sincerely
Ulrik Bengtsson Chair
NOTICE is hereby given that the Annual General Meeting of Hostelworld Group plc (the "Company") will be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 7 May 2025 at 12 noon for the transaction of the following business:
To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 12, 16 and 18 will be proposed as ordinary resolutions and numbers 13 to 15 and 17 will be proposed as special resolutions:
such authorities to expire at the end of the Annual General Meeting of the Company in 2026 or, if earlier, at 6.00 p.m. on 7 August 2026 (unless previously renewed, revoked or varied by the Company in general meeting), subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
12.3 the Company be and is hereby authorised to make prior to the expiry of such periods any offer or agreement which would or might require such shares or rights to be allotted or granted after the expiry of the said periods and the Directors may allot such shares or grant such rights in pursuance of any such offer or agreement notwithstanding the expiry of the authorities given by this Resolution,
so that all previous authorities of the Directors pursuant to the said section 551 be and are hereby revoked.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
such authorities to expire at the conclusion of the annual general meeting of the Company to be held in 2026 or at 6.00 p.m. on 7 August 2026, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.
such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2026 or at 6.00 p.m. on 7 August 2026, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.
provided that, in any event, the aggregate amount of such political donations and political expenditure shall not exceed €100,000.
For the purposes of this Resolution, the expressions "political donations", "political party", "political organisation", "independent election candidate" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.
Date: 2 April 2025
Registered Office: 1 Chamberlain Square, Birmingham, B3 3AX, United Kingdom
in each case by no later than 12 noon on Friday 2 May 2025.
(iv) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International's specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmitted so as to be received by the Company's agent, Computershare Investor Services PLC (ID 3RA50), by 12 noon on Friday 2 May 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
In accordance with UKLR 10.6.10R, the rules of the 2025 LTIP are also available for inspection on the National Storage Mechanism.
The following summarises the principal terms of the Hostelworld Group plc 2025 Long Term Incentive Plan ("LTIP") for which shareholder approval is being sought.
All employees (including Executive Directors) of the Company and its Subsidiaries from time to time (together, the "Group" and each a "Group Member") ("Eligible Employees") may participate in the LTIP at the absolute discretion of:
(in each case, the "Grantor").
Awards granted to Executive Directors must be granted on terms that are consistent with the Company's published remuneration policy from time to time.
Under the LTIP, awards may be granted in the form of options to acquire ordinary shares in the capital of the Company ("Plan Shares") ("Options") and/or conditional rights to acquire Plan Shares ("Conditional Share Awards"). In the case of awards granted to selected overseas employees, an international sub-plan to the LTIP provides for the grant of cash-settled or phantom awards that track the growth in value of the Plan Shares(the "Phantom Options" and, together with the Options and Conditional Share Awards, the ''Awards'').
Awards may be granted by the Grantor in its absolute discretion at any time during a financial year of the Company. No Awards may be granted (i) where there are any restrictions on dealings imposed by statute, order or regulation or Government directive and/or the Company's own share dealing code; or (ii) more than 10 years after the adoption of the LTIP without the prior approval of the Company's shareholders in General Meeting.
The maximum number of Plan Shares issued or committed to be issued under Awards granted under the LTIP and under any other employees' share scheme in any 10 year period may not exceed ten per cent of the number of the Company's issued ordinary share capital at that time.
For as long as required by institutional investor guidelines, treasury shares used to satisfy Awards shall be included when calculating this dilution limit as if they were new issue shares.
Awards that are satisfied with shares purchased in the market, or Awards which have lapsed or have been surrendered shall not count towards this dilution limit.
The number of Plan Shares (based on the market value of the Plan Shares as at the grant date) over which Awards under the LTIP may be granted to a participant in any financial year of the Company may not exceed 150 per cent of the participant's annual basic salary. If exceptional circumstances arise, including (but not limited to) the retention or recruitment of an individual, the Grantor may grant Awards outside this limit up to a maximum of 200 per cent of a participant's annual basic salary.
The Remuneration Committee may provide on grant of an Award that participants are required to retain any Plan Shares which vest until such time as they have met the requirement to maintain a certain shareholding in the Company as notified to them from time to time.
Awards granted under the LTIP are not transferable other than to the Award holder's personal representatives in the event of the Award holder's death.
The amount payable in respect of the exercise of an Option or the Vesting of a Conditional Share Award ("Award Price") shall be determined by the Grantor and may be any price (including nil or nominal value).
Where the Grantor has determined that an Award will be satisfied by the issue of new shares and the Award Price is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up the nominal value of the relevant Plan Shares.
Vesting of Awards will be subject to the participant continuing to be an employee or director of the Group throughout the vesting period, typically a period of three years from the date of grant, or such longer or shorter period to be determined by the Remuneration Committee at the date of grant.
Awards may be granted subject to the achievement of performance conditions, typically measured over three financial years, and as otherwise determined by the Remuneration Committee on or as soon as possible following the date of grant. If Awards are granted subject to performance conditions and an event occurs which causes the Grantor to consider that any performance condition subject to which an Award has been granted is no longer appropriate, that condition may be substituted or varied or waived as is considered reasonable in the circumstances and produces a fairer measure of performance and is not materially less difficult to satisfy.
At the Remuneration Committee's discretion, Awards may be granted subject to requirement that the participant retains some or all of their net (i.e. after tax) number of Plan Shares received on vesting and/or exercise of the Award until the fifth anniversary of the date of grant.
Unvested Awards will normally lapse on cessation of employment.
If a participant ceases employment as a result of death, ill health, injury or disability, retirement, redundancy or being employed by an entity which is transferred out of the Group or for any other reason as determined by the Remuneration Committee and, unless the Remuneration Committee accelerates vesting (in its absolute discretion), the Award will not lapse and will instead continue until the normal time of vesting, subject to the satisfaction of the performance conditions. In these circumstances the number of Plan Shares subject to the Award will be pro-rated to take account of the participant's early departure, unless the Remuneration Committee determines otherwise in its absolute discretion.
If there is a change of control of the Company as a result of a takeover, a court-sanctioned compromise or arrangement or a voluntary winding up (or any other similar event including a demerger) vesting of the Awards shall be accelerated, to the extent that the performance conditions have been satisfied (as determined by the Committee in its absolute discretion). In these circumstances the number of Plan Shares subject to the Awards will also be pro-rated to take account of the early vesting event, unless the Remuneration Committee determines otherwise in its absolute discretion.
An Award may include the right to additional shares or a cash amount on vesting/exercise of the Award, equal to any dividends paid by the Company during the vesting period (including any dividends where the record date falls between the date of grant and the date of vesting of the Award), in respect of the number of Plan Shares over which the Award has vested. Such amount will assume the reinvestment of dividends and (unless the Grantor determines otherwise) will include special dividends and dividends in specie.
At its discretion, the Grantor may decide to satisfy on exercise of an Option granted under the LTIP either:
a) with a cash payment equal to any gain that the participant would have made had the relevant Option been satisfied with shares after payment of any price due on exercise; or
b) with the transfer or issue of shares equal in value to any gain that the participant would have made had the relevant Option been satisfied with shares on exercise.
All Plan Shares issued and/or transferred under the LTIP shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.
The Grantor may determine at the time of grant of an Award that such Awards shall be subject to malus and/or clawback.
If an Award is made subject to malus, the Remuneration Committee may at any time before an Award has vested, reduce the number of Plan Shares subject to the Award (including to nil) in the following circumstances:
If an Award is subject to clawback, then for a period of two years following the date of vesting the Remuneration Committee may in its absolute discretion require the relevant Award Holder to transfer some or all of the Plan Shares that were subject to the Award or pay an equivalent cash amount to the Company (or as the Company may direct) taking into account any tax liabilities due, where appropriate, on the occurrence of the above same circumstances.
Under the terms of the LTIP, the participant agrees to pay to the relevant company in the Group any amount of income tax and national insurance contributions (or overseas equivalents) that the relevant company is required to withhold and/or account to any fiscal authority. To the extent permitted by law, such liabilities may be deducted from other payments due to the participant and the relevant company in the Group may withhold and sell Plan Shares to which the participant may otherwise be entitled under the LTIP in order to meet such liabilities. To the extent permitted by law, national insurance contribution (or overseas equivalent) may include employer contributions.
In the event of any variation in the share capital of the Company, the number of Plan Shares subject to an Award, the description of the Plan Shares, the exercise price (where relevant), or any one or more of these, may be adjusted in such manner as the Grantor, together with the Remuneration Committee may determine.
The Remuneration Committee may from time to time amend the rules of the LTIP (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).
However, no amendment to the rules may be made without the prior approval of the Company in general meeting for the benefit of existing or future participants relating to:
except for amendments which are minor and benefit the administration of the LTIP or amendments which are necessary in order to take account of a change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the LTIP, the Company or some other Group Member.
Awards under the LTIP are not pensionable.
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