22 May 2024
PPHE HOTEL GROUP LIMITED
("PPHE Hotel Group" or "the Company")
Result of Annual General Meeting
PPHE Hotel Group confirms that at the Company's Annual General Meeting held on 22 May 2024 at 12 noon, all of the resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed. Resolutions 10 to 13 relating to the re-election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below (independent shareholder votes cast being marked ***). Resolution 18 relating to the Rule 9 Waiver was duly passed by a majority of the votes cast by the independent shareholders only (independent shareholder votes cast being marked ***).
The full text of each resolution was included in the Company's Notice of Annual General Meeting (dated 13 March 2024) that was posted or e-mailed to shareholders and also made available on the Company's website www.pphe.com. The following table shows the results of the votes cast.
| Resolution | Total votes cast | For (*) | Against (*) | Withheld (**) | |||
| Number | % | Number | % | ||||
| Ordinary resolutions | |||||||
| 1. | To receive the Annual Report and Accounts | 24,584,028 | 20,780,557 | 84.53% | 3,803,471 | 15.47% | 6,196 |
| 2. | To approve a final dividend of 20 pence per ordinary share for the year ended 31 December 2023 | 24,587,106 | 24,587,106 | 100.00% | 0 | 0.00% | 3,118 |
| 3. | To approve the Company's Remuneration Report (advisory vote) | 23,385,322 | 21,931,414 | 93.78% | 1,453,908 | 6.22% | 1,204,902 |
| 4. | To appoint Brightman Almagor Zohar & Co, a member of the Deloitte Global Network as auditors of the Company | 24,587,106 | 24,587,106 | 100.00% | 0 | 0.00% | 3,118 |
| 5. | To authorise the Directors to determine the auditors' remuneration | 24,587,106 | 24,564,526 | 99.91% | 22,580 | 0.09% | 3,118 |
| 6. | To re-elect Eli Papouchado (Chairman) | 24,460,207 | 22,388,280 | 91.53% | 2,071,927 | 8.47% | 130,017 |
| 7. | To re-elect Boris Ivesha (President & Co-Chief Executive) | 24,138,829 | 20,266,415 | 83.96% | 3,872,414 | 16.04% | 451,395 |
| 8. | To re-elect Greg Hegarty (Co-Chief Executive) | 24,587,106 | 20,759,690 | 84.43% | 3,827,416 | 15.57% | 3,118 |
| 9. | To re-elect Daniel Kos (Chief Financial Officer) | 24,587,106 | 20,759,692 | 84.43% | 3,827,414 | 15.57% | 3,118 |
| 10. | To re-elect Kenneth Bradley (Deputy Chairman) | 23,323,998 | 22,374,109 | 95.93% | 949,889 | 4.07% | 1,266,226 |
| ***5,842,744 | 4,892,855 | 83.74% | 949,889 | 16.26% | 1,266,226 | ||
| 11. | To re-elect Nigel Keen (Senior Independent Director) | 24,587,106 | 23,909,401 | 97.24% | 677,705 | 2.76% | 3,118 |
| ***7,105,852 | 6,428,147 | 90.46% | 677,705 | 9.54% | 3,118 | ||
| 12. | To re-elect Stephanie Coxon (Non-Executive) | 24,587,106 | 24,214,363 | 98.48% | 372,743 | 1.52% | 3,118 |
| ***7,105,852 | 6,733,109 | 94.75% | 372,743 | 5.25% | 3,118 | ||
| 13. | To re-elect Marcia Bakker (Non-Executive) | 24,587,106 | 24,240,082 | 98.59% | 347,024 | 1.41% | 3,118 |
| ***7,105,852 | 6,758,828 | 95.12% | 347,024 | 4.88% | 3,118 | ||
| 18. | To approve a waiver of Rule 9 of the Takeover Code | ***6,732,006 | 5,580,555 | 82.90% | 1,151,451 | 17.10% | 376,964 |
| Extraordinary resolutions | |||||||
| 14. | To approve an authority for Directors to allot shares | 24,587,106 | 20,758,243 | 84.43% | 3,828,863 | 15.57% | 3,118 |
| Special resolutions | |||||||
| 15. | To approve a general authority to disapply pre-emption rights | 24,587,106 | 20,735,237 | 84.33% | 3,851,869 | 15.67% | 3,118 |
| 16. | To approve a specific authority to disapply pre-emption rights | 24,587,106 | 20,734,056 | 84.33% | 3,853,050 | 15.67% | 3,118 |
| 17. | To approve an authority to purchase own shares | 24,587,106 | 24,281,225 | 98.76% | 305,881 | 1.24% | 3,118 |
| 19. | To approve amendments to the Articles of Association | 24,587,106 | 20,783,635 | 84.53% | 3,803,471 | 15.47% | 3,118 |
*Includes discretionary votes
**A vote "Withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution
*** Votes cast by independent shareholders
The Board is pleased with the support from shareholders for all of the resolutions proposed. The Board notes that there is a significant minority vote against resolutions 7 to 9 for the re-election of executive Directors of the Company. The Company understands that a large portion of these votes against is from overseas shareholders in jurisdictions where it is not market practice for management to sit on the board of a company. As a result, the internal policy of such shareholders is to vote against resolutions for the re-election of executive directors to the Board. The Company does not consider that this is reflective of any failure on the part of the Company to comply with UK Good Corporate Governance practice.
In accordance with the Listing Rules a copy of each of the resolutions in respect of special business of the Company passed at the Annual General Meeting has been forwarded to the Financial Conduct Authority and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
| PPHE Hotel Group Limited | Tel: +31 (0)20 717 8600 |
| Greg Hegarty, Co-Chief Executive Officer & Executive Director | |
| Daniel Kos, Chief Financial Officer & Executive Director | |
| Robert Henke, Executive Vice President of Commercial Affairs | |
| Hudson Sandler | Tel: +44 (0)20 7796 4133 |
| Wendy Baker / Charlotte Cobb / India Laidlaw / Eloise Fleet |
Notes to Editors:
PPHE Hotel Group is an international hospitality real estate company, with a £2.2 billion portfolio, valued as at December 2023 by Savills and Zagreb nekretnine Ltd (ZANE), of primarily prime freehold and long leasehold assets in Europe.
Through its subsidiaries, jointly controlled entities and associates it owns, co-owns, develops, leases, operates and franchises hospitality real estate. Its portfolio includes full-service upscale, upper upscale and lifestyle hotels in major gateway cities and regional centres, as well as hotel, resort and campsite properties in select resort destinations. The Group's strategy is to grow its portfolio of core upper upscale city centre hotels, leisure and outdoor hospitality and hospitality management platform.
PPHE Hotel Group benefits from having an exclusive and perpetual licence from the Radisson Hotel Group, one of the world's largest hotel groups, to develop and operate Park Plaza® branded hotels and resorts in Europe, the Middle East and Africa. In addition, PPHE Hotel Group wholly owns, and operates under, the art'otel® brand and its Croatian subsidiary owns, and operates under, the Arena Hotels & Apartments® and Arena Campsites® brands.
PPHE Hotel Group is a Guernsey registered company with shares listed on the London Stock Exchange. PPHE Hotel Group also holds a controlling ownership interest in Arena Hospitality Group, whose shares are listed on the Prime market of the Zagreb Stock Exchange.
Company websites: www.pphe.com | www.arenahospitalitygroup.com
For reservations:
www.parkplaza.com | www.artotel.com | www.radissonhotels.com | www.arenahotels.com | www.arenacampsites.com
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