t
PPHE Hotel Group Limited held its Annual General Meeting on 21 May 2025. All resolutions proposed at the meeting were passed, with the exception of Resolution 19, which sought approval for a Rule 9 Waiver and received 79.11% of independent shareholder votes against it. Shareholders also approved a final dividend of 21 pence per ordinary share for the year ended 31 December 2024 and re-elected independent Directors Marcia Bakker, Kenneth Bradley, Stephanie Coxon, and Nigel Keen.
| Date | 21 May 2025 |
| Time | 17:51:42 |
| Category | AGMs and other meetings |
| ID | 6745J |
21 May 2025
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 21 May 2025 at 12 noon, all of the resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed save for Resolution 19, the approval of the Rule 9 Waiver granted by the Takeover Panel. 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 ***).
The full text of each resolution was included in the Company's Notice of Annual General Meeting (dated 27 March 2025) 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 (excluding withheld) |
For (*) |
Against (*) |
Withheld (**) |
|||
|
Number |
% |
Number |
% |
||||
|
Ordinary resolutions |
|||||||
|
1. |
To receive the Annual Report and Accounts |
30,310,214 |
30,310,214 |
100.00% |
0 |
0.00% |
46 |
|
2. |
To approve a final dividend of 21 pence per ordinary share for the year ended 31 December 2024 |
30,310,214 |
30,310,053 |
99.99% |
161 |
0.00% |
46 |
|
3. |
To approve the Company's Remuneration Report (advisory vote) |
30,310,214 |
27,712,024 |
91.43% |
2,598,190 |
8.57% |
46 |
|
4. |
To approve the Company's Remuneration Policy (advisory vote) |
30,309,464 |
26,925,107 |
88.83% |
3,384,357 |
11.17% |
796 |
|
5. |
To reappoint Brightman Almagor Zohar & Co, a firm in the Deloitte Global Network, as auditors of the Company |
30,310,214 |
30,309,264 |
100.00% |
950 |
0.00% |
46 |
|
6. |
To authorise the Directors to determine the auditors' remuneration |
30,310,214 |
30,287,434 |
99.92% |
22,780 |
0.08% |
46 |
|
7. |
To re-elect Boris Ivesha (President & Chief Executive Officer) |
30,089,493 |
29,924,390 |
99.45% |
165,103 |
0.55% |
220,766 |
|
8. |
To re-elect Greg Hegarty (Co-Chief Executive Officer) |
30,310,214 |
30,264,327 |
99.85% |
45,887 |
0.15% |
46 |
|
9. |
To re-elect Daniel Kos (Chief Financial Officer & Executive Director) |
30,310,214 |
30,254,199 |
99.82% |
56,015 |
0.18% |
46 |
|
10. |
To re-elect Marcia Bakker (Non-Executive Director) |
30,310,214 |
29,704,211 |
98.00% |
606,003 |
2.00% |
46 |
|
***11,935,784 |
11,329,781 |
94.92% |
606,003 |
5.08% |
46 |
||
|
11. |
To re-elect Kenneth Bradley (Non-Executive Chairman) |
30,089,494 |
28,145,168 |
93.54% |
1,944,326 |
6.46% |
220,766 |
|
***11,715,064 |
9,770,738 |
83.40% |
1,944,326 |
16.60% |
220,766 |
||
|
12. |
To re-elect Stephanie Coxon (Non-Executive Director) |
30,310,214 |
29,703,120 |
98.00% |
607,094 |
2.00% |
46 |
|
***11,935,784 |
11,328,690 |
94.91% |
607,094 |
5.09% |
46 |
||
|
13. |
To re-elect Nigel Keen (Non-Executive Director & Senior Independent Director) |
30,310,214 |
28,523,638 |
94.11% |
1,786,576 |
5.89% |
46 |
|
***11,935,784 |
10,149,208 |
85.03% |
1,786,576 |
14.97% |
46 |
||
|
14. |
To elect Roni Hirsh (Non-Executive Director) |
30,310,213 |
29,950,687 |
98.81% |
359,526 |
1.19% |
46 |
|
19. |
To approve a waiver of Rule 9 of the Takeover Code |
***11,935,783 |
2,493,467 |
20.89% |
9,442,316 |
79.11% |
46 |
|
Extraordinary resolutions |
|||||||
|
15. |
To approve an authority for Directors to allot shares |
30,310,214 |
26,449,612 |
87.26% |
3,860,602 |
12.74% |
46 |
|
Special resolutions |
|||||||
|
16. |
To approve a general authority to disapply pre-emption rights |
30,310,214 |
26,488,941 |
87.39% |
3,821,273 |
12.61% |
46 |
|
17. |
To approve a specific authority to disapply pre-emption rights |
30,310,214 |
26,478,020 |
87.36% |
3,832,194 |
12.64% |
46 |
|
18. |
To approve an authority to purchase own shares |
30,310,214 |
22,994,605 |
75.86% |
7,315,609 |
24.14% |
46 |
The Board notes that Resolution 19, the approval of the Rule 9 Waiver granted by the Takeover Panel, did not pass with 79.11% of votes cast against the Resolution. The Board also notes the significant opposition to the Special Resolution 18, the approval of the Company's authority to make market acquisitions of the ordinary shares of the Company on such terms as the Directors determine. The Board believe that share buybacks represent an attractive means of returning capital to shareholders and as such they have formed a core component of the Group's capital allocation framework in recent years. However, the Board recognises, and acknowledges, shareholder concerns around the use of Rule 9 waivers in the context of potential share buybacks. In light of the vote against the Rule 9 Waiver, the Board will evaluate other means of returning capital to shareholders. The Board will continue to actively engage with shareholders to understand the reasons behind the significant opposition to Resolutions 18 and 19 and pursuant to the UK Corporate Governance Code, we will publish an update within six months of the 2025 AGM.
*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
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 Daniel Kos, Chief Financial Officer & Executive Director |
Tel: +31 (0)20 717 8600 |
|
h2Radnor Iain Daly / Joshua Cryer |
Tel: +44 (0) 203 897 1830 |
|
Hudson Sandler Wendy Baker / Nick Moore/ India Laidlaw |
Tel: +44 (0)20 7796 4133 |
Notes to Editors
PPHE Hotel Group is an international hospitality real estate company, with a £2.2 billion portfolio, valued as at December 2024 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 franchises1 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 ('AHG'), 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