ON THE BEACH GROUP PLC — AGM Information 2019

Feb 7, 2019

On The Beach Group plc (the "Company")

Result of Annual General Meeting

The Board of the Company announces that at its Annual General Meeting ("AGM") held today, 7 February 2019, all the resolutions considered at the AGM were duly passed by the required majority by means of a poll vote.

Resolution 8 contained in the Notice of Meeting dated 7 January 2019, concerning the re-election of Lee Ginsberg was withdrawn following Lee Ginsberg's resignation from the Company, as separately announced on 6 February 2019, and therefore wsas not put to a vote.

The results of the poll votes on the resolutions are shown in the table below:

	Resolution	Votes for		Votes against		Total votes cast (excl. withheld)	Votes withheld
		No. of votes	% of vote	No. of votes	% of vote	No. of votes	No. of votes
1.	To receive the report & accounts	93,966,151	100.00%	0	0.00%	93,966,151	312,671
2.	To approve the Directors' Remuneration Policy	76,896,941	81.80%	17,107,090	18.20%	94,004,031	274,790
3.	To approve the Directors' Remuneration Report	73,404,924	78.56%	20,036,361	21.44%	93,441,285	837,536
4.	Declare final dividend of 2.2p per share	94,019,705	100.00%	0	0.00%	94,019,705	259,117
5.	To appoint Elaine O'Donnell as a Director	93,878,771	99.85%	139,878	0.15%	94,018,649	260,172
6.	To re-appoint Simon Cooper as a Director	93,887,305	99.86%	131,385	0.14%	94,018,690	260,132
7.	To re-appoint Paul Meehan as a Director	93,884,965	99.86%	133,685	0.14%	94,018,650	260,172
8.	Withdrawn	-	-	-	-	-	-
9.	To re-appoint David Kelly as a Director	90,596,663	96.36%	3,421,986	3.64%	94,018,649	260,172
10.	To re-appoint KPMG LLP as auditors	93,836,018	99.80%	183,646	0.20%	94,019,664	259,157
11.	To authorise the directors to determine the auditor's remuneration.	94,018,443	100.00%	1,222	0.00%	94,019,665	259,157
12.	To authorise the directors to allot shares.	90,471,230	96.23%	3,547,420	3.77%	94,018,650	260,172
13.	To authorise political donations.	85,706,136	92.04%	7,409,591	7.96%	93,115,727	1,163,095

14.	To dis-apply statutory pre-emption rights- any circumstances	91,194,596	97.00%	2,824,054	3.00%	94,018,650	260,172
15.	To dis-apply statutory pre-emption rights acquisition or capital investment.	81,526,350	86.71%	12,492,299	13.29%	94,018,649	260,172
16.	To authorise the purchase of own shares.	93,992,698	99.97%	25,951	0.03%	94,018,649	260,172
17.	To reduce the notice period required for General Meetings	92,692,807	98.59%	1,326,858	1.41%	94,019,665	259,157

Notes:

• 1. A 'Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution.
• 1. The Company's total ordinary shares in issue (total voting rights) as at the date of the AGM was 131,144,234 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.
• 1. In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
• 1. The complete poll results will be available shortly on the Company's website at: http://www.onthebeachgroupplc.com.

Statement regarding AGM voting results

The Board notes that there was a significant minority vote (just over 20%) against Resolution 3 for the approval of the Directors' Remuneration Report which primarily stemmed from the salary increase for the Chief Financial Officer. It should be noted that there was an active engagement process to discuss the changes being made to the remuneration arrangements ahead of the publication of the Annual Report and the Company's major shareholders were supportive of these.

The Board believes that the salary increase awarded was essential to support the retention of key talent to enable the Company to continue to grow and resulted in an appropriate market positioning as Paul Meehan has become more established in his role and taken on a wider range of responsibilities since his appointment in 2017. Nonetheless, the Remuneration Committee notes the concerns raised by some of its shareholders and will reflect on feedback received, whilst maintaining focus on alignment with the best interests of shareholders and also with the Company's overarching reward principles.

For further information:

On the Beach Group plc

Simon Cooper, Chief Executive Officer Paul Meehan, Chief Financial Officer Kirsteen Vickerstaff, Company Secretary

FTI Consulting Jonathon Brill Alex Beagley Fiona Walker

c/o FTI Consulting

Tel: +44 (0)20 3727 1000