Dalata Hotel : Notice of AGM 2023

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Annual
General
Meeting
LETTER FROM THE CHAIR AND NOTICE
OF THE ANNUAL GENERAL MEETING
to be held on	If you are in any doubt as to the action you should take,
you are recommended to consult your independent
Thursday 27 April 2023 at 11.30 am	professional adviser immediately, who is authorised or
exempted under the European Union (Markets in
at	Financial Instruments) Regulations 2017 (S.I. No. 375 of
2017) (as amended) of Ireland or the Investment
The Gibson Hotel	Intermediaries Act 1995 (as amended) of Ireland if you
Point Square	are resident in Ireland, or who is authorised or
North Dock	exempted under the Financial Services and Markets Act
2000 (as amended) if you are resident in the United
Dublin
Kingdom, or from another appropriately authorised
D01 X2P2
independent financial adviser if you are in a territory
outside Ireland or the United Kingdom.
THIS DOCUMENT AND THE
ACCOMPANYING FORM OF PROXY ARE	If you sell or have sold or otherwise transferred all of
IMPORTANT AND REQUIRE YOUR	your shares in Dalata Hotel Group p.l.c., please forward
this document and the accompanying Form of Proxy
IMMEDIATE ATTENTION.
(with the exception of any personalised documentation)
at once to the purchaser or transferee or the
stockbroker, or other agent through whom the sale or
transfer is/was effected for onward transmission to the
purchaser or transferee.

DALATA HOTEL GROUP P.L.C.'S ANNUAL GENERAL MEETING WILL BE HELD AT 11.30 A.M. ON THURSDAY, 27 APRIL 2023 AT THE GIBSON HOTEL, POINT SQUARE, NORTH DOCK, DUBLIN D01 X2P2. SHAREHOLDERS ARE WELCOME TO ATTEND THE MEETING IN PERSON.

SHAREHOLDERS CAN ALSO ACCESS THE AGM, ASK QUESTIONS AND VOTE AT THE AGM VIA A VIRTUAL MEETING PLATFORM (THE "VIRTUAL MEETING PLATFORM").

Instructions in respect of access to and use of the Virtual Meeting Platform are set out on page 8.

Letter from the Chair to the Members

27 March 2023

Dear Member,I am writing to inform you that the forthcoming annual general meeting of Dalata Hotel Group p.l.c. (the "Company") will be held at 11.30 a.m. on Thursday, 27 April 2023 at The Gibson Hotel, Point Square, North Dock, Dublin, D01 X2P2, Ireland ("AGM").

A year ago, I wrote of the challenges of 2021 and of the tentative feeling of optimism that we were experiencing then, as the worst effects of Covid-19 began to recede. At that time of global geopolitical and economic uncertainty, the future was unclear, but we believed that the return of activity in our key markets would allow us to plot a gradual course back to the levels of success we had enjoyed before the pandemic.

As it transpired, our performance in 2022 exceeded even the most optimistic of expectations. The priorities that we adopted during the pandemic - to protect our people, our culture, our business and our cash - paid dividends.

As a consequence, 2022 was a very successful year for the business. We reached a number of milestones during the year, including opening our fiftieth hotel and surpassing €500 million in revenue. In addition, under the leadership of CEO Dermot Crowley, increased emphasis on the importance of marketing and innovation in our business provided very valuable support to our teams in our hotel properties.

Importantly, our success was also reflected in very positive feedback obtained through regular surveys of our customers and of our own people.

You will find the Notice of the AGM on pages 4 to 6 of this document and I am pleased to enclose

•  a copy of the Company's Annual Report and Financial Statements for the year ended 31 December 2022 (the "2022 Annual Report"), which is also available to view and download atwww.dalatahotelgroup.com, and

•  a Form of Proxy and Attendance Card for the AGM.

Business to be considered at the AGM

Note: Unless the context otherwise requires, references to information provided as at "5 p.m. on 24 March 2023" are to that time being the latest practicable time and date for that information prior to the issue of this letter.

Resolutions 1 to 6 of the Notice of AGM are proposed as ordinary resolutions.

Resolution 1: Annual Report and Financial Statements

Resolution 1 is asking members to receive and consider the Annual Report and Financial Statements of the Company for the year ended 31 December 2022, together with the reports of the Directors and the Auditors and a review of the affairs of the Company.

This Resolution is an advisory resolution and is not binding on the Company.

Resolution 2: Directors' report on remuneration

Resolution 2 is asking members to receive and consider the Directors' Report on Remuneration as set out in the Board of Directors section of the 2022 Annual Report.

This Resolution is an advisory resolution and is not binding on the Company.

Resolution 3: Remuneration Policy In accordance with the EU Shareholder Rights Directive, Resolution 3 is asking members to receive and consider the Company's Remuneration Policy adopted by the Board on 27 February 2023, a copy of which is set out in the Remuneration Committee Report Section of the 2022 Annual Report.

This Resolution is an advisory resolution and is not binding on the Company.

Resolution 4: Re-appointment of Directors

Resolution 4 deals with the re-appointment of Directors. The Company's constitution requires that at least one third of Directors shall retire by rotation at the Company's AGM each year. However, in accordance with the UK Corporate Governance Code, each of the current Directors will retire from office at the end of the AGM and will offer themselves for re-appointment.

Biographies of each of the Directors who are offering themselves for re-appointment at the AGM together with a description of their skills, expertise and experience are set out in the Board of Directors Section of the 2022 Annual Report.

The contribution that each of the Directors brings to the Board and the long-term success of the Company is also described in detail in the Annual Report. The re-appointment of each Director will be considered as a separate ordinary resolution.

The Board regularly reviews the performance of Directors and is satisfied that all Directors proposed for re-appointment continue to perform effectively and to demonstrate commitment to their respective roles.

Resolution 5: Remuneration of the Auditors

Resolution 5 is asking members to authorise the Directors to determine the remuneration of the Company's Auditors.

Resolution 6: Authority to allot shares Resolution 6 seeks to renew the authority of the Directors to allot shares. The Investment Association generally supports resolutions seeking authority to allot up to 66.66% of a company's issued share capital (excluding treasury shares) of which any allotment in excess of 33.33% of the issued share capital (excluding treasury shares) is applied to allot shares pursuant to a pre-emptive offer.

Accordingly, Resolution 6 proposes to authorise the Directors to allot shares up to an aggregate nominal value of €1,485,761 (representing approximately 66.66% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5p.m. on 24 March 2023) of which any allotment in excess of €742,881 (representing 33.33% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 24 March 2023, shall be applied to allot shares pursuant to a pre-emptive offer.

The Directors have no current intention of exercising this authority.

If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on

Dalata Hotel Group plc AnnualGeneral Meeting 2023

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