REG - Hostelworld Grp PLC - Result of AGM

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RNS Number : 2833D  Hostelworld Group PLC  06 May 2026

LEI: 213800OC94PF2D675H41

6 May 2026

Hostelworld Group plc

 (the "Company")

 

RESULTS OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company (the "AGM") was held at 12.00 noon
today.

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

 Resolution                                                                      For          Against     Votes withheld  Total proxy votes cast  Percentage of issued share capital voted (%)
 1.         To adopt the Company's accounts and the Directors' and               103,630,692  0           545             103,630,692             83.67%
 Auditor's Reports for the year ended 31 December 2025
 2.         To approve the Directors' remuneration report                        79,164,675   19,271,831  5,194,731       98,436,506              79.48%
 3.         To approve the Hostelworld Annual Bonus Plan                         103,596,816  28,558      5,863           103,625,374             83.67%
 4.         To approve the full year final dividend for the year ended           103,630,795  200         242             103,630,995             83.67%
 31 December 2025
 5.         To elect Marieke Bax as a director                                   103,599,647  30,683      907             103,630,330             83.67%
 6.         To re-elect Paul Duffy as a director                                 102,080,272  1,550,197   768             103,630,469             83.67%
 7.         To re-elect Carl G. Shepherd as a director                           103,623,909  6,560       768             103,630,469             83.67%
 8.         To re-elect Éimear Moloney as a director                             102,876,603  753,814     818             103,630,417             83.67%
 9.         To re-elect Gary Morrison as a director                              103,624,054  6,415       768             103,630,469             83.67%
 10.       To re-elect Evan Cohen as a director                                  102,876,655  753,814     768             103,630,469             83.67%
 11.       To re-elect Caroline Sherry as a director                             103,624,013  6,456       768             103,630,469             83.67%
 12.       To re-appoint KPMG as auditors to the Company                         103,626,636  4,056       545             103,630,692             83.67%
 13.       To authorise the Directors to fix the auditors' remuneration          103,624,379  6,327       531             103,630,706             83.67%
 14.       To authorise the Directors to allot shares or grant                   88,916,683   14,713,736  818             103,630,419             83.67%
 subscription or conversion rights under section 551 of the Companies Act 2006
 15.       To generally disapply statutory pre-emption rights under the          86,144,101   17,486,324  812             103,630,425             83.67%
 Companies Act 2006
 16.       To further disapply statutory pre-emption rights in connection        86,144,127   17,486,298  812             103,630,425             83.67%
 with an acquisition or specified capital investment
 17.       To authorise the Company to make market purchases of its own          103,630,223  1,014       0               103,631,237             83.67%
 shares
 18.       To authorise the Company to make political donations and incur        78,174,605   25,456,107  525             103,630,712             83.67%
 political expenditure
 19.       To permit general meetings to be called on 14 clear days'             103,368,261  262,395     581             103,630,656             83.67%
 notice

 

Notes:

Votes 'For' include those votes giving the Chair discretion.

(i)               The number of ordinary shares in issue on 6.00
p.m. on 1 May 2026 was 123,854,762.  Shareholders are entitled to one vote
per share.

(ii)              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 14 and 18 proposed at the AGM were passed as ordinary
resolutions and Resolutions 15 to 17 and 19 proposed at the AGM were passed as
special resolutions.

Substantial votes against AGM Resolutions

The Board notes that more than 20 per cent. of votes were cast against
Resolution 18 (Political Donations).  As stated in the notice of AGM, it 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 18 is to avoid the inadvertent infringement of provisions within
the Companies Act 2006. The Board is committed to continuing an open and
transparent dialogue with the Company's shareholders to better understand the
reasons behind their voting and the result. In accordance with the UK
Corporate Governance Code, the Company will publish an update within six
months and report the outcome of that engagement in the next annual report.

In accordance with UK Listing Rule 6.4.2, copies of the resolutions passed at
the Annual General Meeting (other than ordinary business) are being submitted
to the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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 https://direct.euronext.com/#/oamfiling
(https://direct.euronext.com/#/oamfiling) and 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 is also
available on the Company's website at www.hostelworldgroup.com
(http://www.hostelworldgroup.com/) .

The full text of each of the resolutions passed at the AGM is set out in the
notice of AGM, a copy of which is available on the Company's website
(www.hostelworldgroup.com (http://www.hostelworldgroup.com/) ).

 

For further information contact:

Hostelworld Group
plc
Corporate@hostelworld.com

Gary Morrison, Chief Executive Officer

Caroline Sherry, Chief Financial Officer

 

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