TIDMHSW

RNS Number : 6214W

Hostelworld Group PLC

26 April 2021

LEI:213800OC94PF2D675H41

26 April 2021

Hostelworld Group plc

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING and general meeting

The Annual General Meeting of the Company (the "AGM") was held at 12.00 noon today and, further to the announcement on 1 April 2021, a General Meeting of the Company (the "GM") was held at 12.30 p.m. today.

Annual General Meeting

All resolutions proposed at the AGM were duly passed on a poll and the results of each resolution were as follows:

 
         Resolution              VOTES        %       VOTES        %       VOTES         % of        VOTES 
                                   FOR                AGAINST               TOTAL      ISC VOTED    WITHHELD 
      1. To adopt the 
       Company's accounts 
       and the Directors' 
       and Auditor's 
       Reports for the 
       year ended 31 
       December 2020           94,516,607   99.97       30,335    0.03   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      2. To approve 
       the Directors' 
       remuneration 
       report                  76,257,907   80.92   17,981,537   19.08   94,239,444       81.02%     307,498 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      3. To re-elect 
       Michael Cawley 
       as a director           92,862,799   98.22    1,682,115    1.78   94,544,914       81.28%       2,028 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      4. To re-elect 
       Carl G. Shepherd 
       as a director           90,908,448   96.15    3,636,466    3.85   94,544,914       81.28%       2,028 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      5. To re-elect 
       imear Moloney 
       as a director           92,898,225   98.26    1,648,717    1.74   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      6. To re-elect 
       Gary Morrison 
       as a director           94,536,292   99.99        8,622    0.01   94,544,914       81.28%       2,028 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      7. To re-elect 
       Evan Cohen as 
       a director              93,015,525   98.38    1,529,389    1.62   94,544,914       81.28%       2,028 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      8. To elect Caroline 
       Sherry as a director    94,538,280   99.99        8,662    0.01   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      9. To re-appoint 
       Deloitte as auditors 
       to the Company          94,514,551   99.97       32,391    0.03   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      10. To authorise 
       the Directors 
       to fix the auditors' 
       remuneration            94,528,509   99.98       18,433    0.02   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      11. To authorise 
       the Directors 
       to allot shares         73,997,214   78.27   20,549,728   21.73   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      12. To authorise 
       the directors 
       to dis-apply 
       pre-emption rights      77,477,104   81.95   17,069,838   18.05   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      13. To authorise 
       the Company to 
       purchase its 
       own shares              94,526,155   99.98       20,787    0.02   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      14. To authorise 
       the Company to 
       make political 
       donations and 
       incur political 
       expenditure             70,695,146   74.77   23,851,107   25.23   94,546,253       81.28%         689 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
      15. To authorise 
       the calling of 
       a general meeting 
       other than an 
       Annual General 
       Meeting on not 
       less than 14 
       clear days' notice      80,137,286   84.76   14,409,656   15.24   94,546,942       81.28%           0 
                              -----------  ------  -----------  ------  -----------  -----------  ---------- 
 

General Meeting

Both resolutions proposed at the GM were duly passed on a poll and the results of each resolution were as follows:

 
                                VOTES        %       VOTES        %       VOTES         % of        VOTES 
                                  FOR                AGAINST               TOTAL      ISC VOTED    WITHHELD 
      1. To approve 
       the amendment 
       to the Directors' 
       Remuneration 
       Policy                 66,612,983   70.83   27,427,315   29.17   94,040,298       80.85%      49,166 
                             -----------  ------  -----------  ------  -----------  -----------  ---------- 
      2. To approve 
       the amendment 
       to the rules 
       of the Company's 
       Long Term Incentive 
       Plan                   66,763,626   70.98   27,302,038   29.02   94,065,664       80.87%      23,800 
                             -----------  ------  -----------  ------  -----------  -----------  ---------- 
 

Notes (applicable to the votes cast at the AGM and the GM):

   (i)               Votes 'For' include those votes giving the Chair discretion. 

(ii) The number of ordinary shares in issue on 26 April 2021 was 116,321,185. Shareholders are entitled to one vote per share.

(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Resolutions 1 to 11 and 14 proposed at the AGM were passed as ordinary resolutions and Resolutions 12, 13 and 15 proposed at the AGM were passed as special resolutions. Resolutions 1 and 2 proposed at the GM were passed as ordinary resolutions.

Substantial votes against AGM Resolutions

The Board notes that more than 20 per cent. of the votes cast on Resolution 11, which grants authority to the Directors to allot securities generally, were against the resolution. Resolution 11 was presented to shareholders in accordance with current UK best practice guidance, including the Investment Association share capital management guidelines. The Board will keep under review best practice for this resolution and intends to consult with the relevant shareholders to better understand their concerns on this issue and the reasons behind this result, and will provide an update within six months as required by the Corporate Governance Code 2018 (the "Code").

The Board also notes that more than 20 per cent. of the votes cast on Resolution 14, which authorises the Company to make political donations and incur political expenditure, were against the resolution. As stated in the notice of AGM, i t is not the Company's intention to make donations to political parties, or to make other political donations within the normal meaning of that expression, and the Directors have no intention of changing that policy. The purpose of Resolution 14 is to avoid the inadvertent infringement of provisions within the Companies Act 2006. The Company intends to consult with the relevant shareholders to better understand their concerns on this issue and the reasons behind this result, and will provide an update within six months as required by the Code.

Substantial votes against GM Resolutions

The Board notes that more than 20 per cent. of the votes cast on Resolution 1, which approves the amendment to the Directors' Remuneration Policy to permit the grant of a Restricted Share Award and Resolution 2, which approves the amendment to the rules of the Company's Long Term Incentive Plan, were against those resolutions. In advance of finalising the proposals put forward at the GM, the Remuneration Committee of the Board wrote to shareholders holding approximately 70 per cent. in aggregate of the Company's issued ordinary share capital, as well as the major proxy advisors and institutional investor representative bodies, explaining the rationale for the proposals and inviting comments. The majority of those consulted engaged productively with the Company, understood the specific circumstances faced by Hostelworld and expressed their support for the proposals. The Company intends to consult with the relevant shareholders to better understand their views and the reasons behind this result, and will provide an update within six months as required by the Code.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed other than ordinary business at the Annual General Meeting and the resolutions passed at the General Meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In accordance with the Listing Rules of Euronext Dublin, a copy of such resolutions has also been forwarded to Euronext Dublin and will shortly be available for inspection at the following address:

Companies Announcement Office

Euronext Dublin

28 Anglesea Street

Dublin 2

A copy of this announcement setting out the results of the AGM and the GM is also available on the Company's website at www.hostelworldgroup.com .

The full text of each of the resolutions passed at the AGM and the GM is set out in the notice of AGM and the notice of GM (as applicable), copies of which are available on the Company's website ( www.hostelworldgroup.com ).

For further information contact:

Hostelworld Group plc

Gary Morrison, Chief Executive Officer

Caroline Sherry, Chief Financial Officer

Rudolf O'Kane, Head of Commercial Finance

Tel: +353 (0) 1 498 0700

Powerscourt (Financial PR adviser)

Lisa Kavanagh

Eavan Gannon

Jack Shelley

Tel: +44 (0) 20 7250 1446

Email: hostelworld@powerscourt-group.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGIFMJTMTBTBIB

(END) Dow Jones Newswires

April 26, 2021 09:15 ET (13:15 GMT)