1 April 2021
Hostelworld Group plc
("Hostelworld" or the "Company")
Notice of General Meeting and Circular
The Company announces that it will today publish and post (or otherwise make available) to shareholders a Notice of General Meeting with related explanatory circular (together the 'GM Notice and Circular') and form of proxy. The GM Notice and Circular contains resolutions to approve (1) an amendment to the Directors' Remuneration Policy to provide for the grant of restricted shares to the Executive Directors, and (2) an amendment to the rules of the Company's Long Term Incentive Plan to remove the 5% dilution limit which limits the issue of ordinary shares to satisfy awards granted under the LTIP and any other discretionary share scheme to 5% of the Company's issued ordinary share capital over a rolling 10-year period. For the avoidance of doubt, there is no change to the maximum dilution limit in the LTIP which limits the issue of ordinary shares to satisfy awards granted under the LTIP and any other employee share scheme operated by Hostelworld to 10% of the issued ordinary share capital over a rolling 10-year period.
The resolutions will be put to shareholders at a General Meeting of the Company to be held at 12.30 p.m. on 26 April 2021. The General Meeting will be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland.
General Meeting arrangements
In light of the COVID-19 pandemic and in response to the Irish Health Service Executive's current guidance regarding social distancing and the prohibition of public gatherings, the General Meeting will take place as a closed meeting and Shareholders will not be able to attend in person. Shareholders and guests who travel to the meeting will be refused entry.
The Company will make arrangements such that the legal requirements to hold the General Meeting can be satisfied through the attendance of a minimum number of people and the format of the meeting will be simply to propose and vote on the ordinary resolutions.
The Company will continue to closely monitor the rapidly developing impact of COVID-19, including the latest Irish Health Service Executive guidance and restrictions, and how this may affect the arrangements for the General Meeting. If it becomes necessary or appropriate to revise the current arrangements for the General Meeting, further information will be made available on our website at www.hostelworldgroup.com, by RIS announcement and by any other means legally required at that time.
Despite these exceptional circumstances, the Board is keen to maintain engagement with shareholders. To facilitate this, if you are a shareholder and would like to ask the Board a question on the formal business of the General Meeting, please email your question to [email protected] by 12.30 p.m. on 22 April 2021. Responses will be made via return of email or published on our website at www.hostelworldgroup.com as deemed appropriate by the Board.
Whilst you will be unable to attend, you have the right to appoint a proxy to vote at the General Meeting on your behalf. To ensure that your vote can be exercised, we would encourage you to appoint the Chairman as your proxy. If you appoint another person, they will not be permitted to access the General Meeting and your vote will not be able to be exercised.
The circular (incorporating the notice of General Meeting) has been published on the Company's website at www.hostelworldgroup.com. A copy of the circular will shortly be submitted to the National Storage Mechanism and will be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of these documents will also be submitted to Euronext, Dublin and will be available for inspection at:
Companies Announcements Office
28 Anglesea Street
Hostelworld Group plc
Caroline Sherry, Chief Financial Officer
John Duggan, General Counsel and Company Secretary
Rudolf O'Kane, Head of Commercial Finance
Tel: +353 (0) 1 498 0700
Lisa Kavanagh/ Eavan Gannon
Tel: +44 (0) 20 7250 1446