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
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