PPHE Hotel : Notice of AGM 2022

PPHE HOTEL GROUP LIMITED

(Registered in Guernsey under number 47131)

NOTICE OF ANNUAL

GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in PPHE Hotel Group Limited, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting to be held on 17 May 2022 at 12 noon at 1st floor, Elizabeth House, Les Ruettes Brayes, St Peter Port,

Guernsey GY1 1EW is set out on pages 2 to 7 of this document.

Unless requested from the Registrar, you will not receive a form of proxy for the Annual General Meeting in the post.

Instructions on how to appoint a proxy electronically and how to register are detailed in the notes. If you wish to request a hard copy form of proxy, are unable to locate any of the documents on the web page or need any help with voting online, please contact the Link Group shareholder helpline on 0044 371 664 0300.

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OT E L G ROU P

PPHE HOTEL GROUP LIMITED

(Incorporated in Guernsey with registered number 47131)

• by requesting a hard copy form of proxy directly from the

registrar, Link Group on Tel: [phone]. Calls are

charged at the standard geographical rate and will vary by

PPH E H

Directors:

Eli Papouchado (Non-Executive Chairman)

Yoav Papouchado

(Alternate Director) Boris Ivesha Daniel Kos

Ken Bradley Kevin McAuliffe Nigel Keen

Stephanie Coxon

(each a "Director" and together the "Directors" and/or "Board")

DEAR SHAREHOLDER,

Registered office:

1st and 2nd floors Elizabeth House Les Ruettes Brayes St Peter Port Guernsey

GY1 1EW

28 February 2022

provider. Calls outside the United Kingdom will be charged at

the applicable international rate. Lines are open between 09:00

-17:30, Monday to Friday excluding public holidays in England

and Wales; or

• in the case of CREST members, by utilising the CREST

electronic proxy appointment service in accordance with the

procedures set out on page 10.

Engagement with our shareholders is important to the Company and the Directors. Therefore, we strongly encourage shareholders who are unable to participate by attending the AGM, in person, to participate in the AGM by submitting any questions in advance. As such, any specific questions on the business of the AGM and on the resolutions can be e-mailed to [e-mail] and [e-mail] (marked for the attention of Robert Henke and Inbar Zilberman). All such questions should be submitted by 3 May 2022. The Board will then upload responses to the questions that have been submitted by the aforementioned deadline of 13 May 2022 and these will be found at https://www.pphe.com/media/ reports-and-presentations/2022. The formal notice of the AGM and the resolutions to be proposed are set out on pages 8 to 9 of this

N OT I C E O F A N N UA L GEN ER A L M EE T IN G

Notice of Annual General Meeting ("AGM") of PPHE Hotel Group Limited (the "Company")

I am writing to inform you that the AGM of the Company will be held at 12 noon on 17 May 2022 at 1st floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW. We look forward to welcoming shareholders to the AGM, following the last two years when it was not possible to hold an in person meeting. Shareholders can either attend in person or will be able to listen to the AGM proceedings remotely via a listen-onlydial-in facility and participate by submitting questions in advance.

The dial-in details for shareholders to listen to the AGM remotely are as follows:

Standard international dial-in number: 0044 3306 068934

Conference code: 8193980473

Shareholders are advised to allow up to 20 minutes prior to the commencement of the AGM at 12 noon on 17 May 2022 to access the service. For any questions related to the dial-in facility, please contact the Company Secretary via email at [e-mail] or by telephone on 0044 1481 700300 during normal business hours.

In accordance with the Articles of Incorporation ("Articles"), shareholders or their proxies listening remotely will not be counted as being present at the AGM. Shareholder participation is important to the Directors and all shareholders are encouraged to vote ahead of the AGM by appointing a proxy to vote on the resolutions set out in the Notice of AGM as soon as possible and in any event by 12 noon on 15 May 2022. Shareholders can appoint a proxy in respect of the resolutions by any of the following methods:

• by logging on to shares.pphe.com/welcome and following the instructions; or

document. Further information on the business to be conducted at the AGM and the resolutions to be proposed is set out below.

Any changes to the arrangements for the AGM which are necessary as a consequence of any governance guidance relating to the COVID-19 pandemic will be communicated to shareholders through the Company's website https://www.pphe.com/media/ reports-and-presentations/2022, and where appropriate, by regulatory announcement.

ORDINARY BUSINESS

Accounts (Resolution 1)

The Directors are required by the Companies (Guernsey) Law, 2008 (as amended) ("Companies Law") to present each year the Company's most recent financial statements and the Directors' and the auditors' reports on those financial statements to the shareholders at the AGM.

Resolution 1 will, therefore, propose that the report of the Directors and the Accounts of the Company for the year ended 31 December 2021 together with the report of the auditors, be received.

The Company's financial statements and the Directors' and the auditors' reports on the financial statements are available from the Company's website (www.pphe.com).

Directors' remuneration report (Resolution 2)

In accordance with accepted best corporate governance practice for a company with shares admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's ("LSE") Main Market, the Company will put its remuneration report contained at pages 121 to 130 of the annual report for the financial year ended 31 December 2021 ('Remuneration Report') to an advisory shareholder vote.

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The shareholders will be asked to receive and approve the Remuneration Report for the year ended 31 December 2021. The Remuneration Report is set out in full on pages 121 to 130 of the annual report and gives details of the Directors' remuneration for the year ended 31 December 2021. The vote is advisory in nature and the Directors' entitlement to remuneration is not conditional on it being passed.

Directors' remuneration policy (Resolution 3)

In accordance with accepted best corporate governance practice for a company with shares admitted to the premium segment of the Official List of the FCA and to trading on the LSE's Main Market, the Company is seeking an advisory vote on the Company's Remuneration Policy relating to 2022 set out on pages 123 to 130 of the annual report for the financial year ended 31 December 2021 ('Remuneration Policy'). The Company is Guernsey incorporated and is, therefore, not subject to the UK company law requirements to submit its Remuneration Policy to a binding vote, therefore the resolution is advisory. As noted on page 128 of the annual report, it is intended that the Remuneration Policy, if approved, will be applicable for three years following the AGM.

Re-appointment of auditors and approval of remuneration (Resolutions 4 and 5)

The Company is required to appoint auditors for each of its financial years. Resolution 4 will, therefore, propose the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's auditors. Resolution 5 will authorise the Directors to determine their remuneration.

Re-election and election of Directors (Resolutions 6 to 12 (inclusive))

To be noted, the Articles of the Company require that at each annual general meeting a minimum of one-third of the Directors must retire from office, save that if the number of Directors is not three or any multiple of three then the minimum number required to resign is the number nearest to and less than one-third.

The UK Corporate Governance Code 2018 (the "Code") recommends that all Directors of listed companies should be subject to annual re-election by shareholders. The Directors have decided to endorse this recommendation of the Code and therefore all the Directors will retire at the AGM and offer themselves for election or re-election. The biographical details on pages 4 to 6 set out the skills and experience each Director brings to the Board and why their contribution continues to be important for the long-term sustainable success of the Company. Each Director's contribution is based on, amongst other things, their business skills, experience and knowledge, both as an individual and also in contribution to the balance of capability, experience, knowledge and skills of the Board as a whole. The Board concluded that it is operating effectively, with each Director able to discharge their duties and each with sufficient capacity to meet their commitments to the Company.

The Board, accordingly, recommends each retiring Director for re-election.

Resolutions 6 to 12 relate to the re-election and/or election of the Directors. Resolutions 9, 10, 11 and 12 relate to the re-election of Non-Executive Directors: Kevin McAuliffe, Ken Bradley, Nigel Keen and Stephanie Coxon. Kevin McAuliffe has served on the Board for more than 14 years and in that respect only, will not meet the usual criteria for independence set out in the Code. While the Board continues to believe that Kevin McAuliffe is independent in character and judgement, he is not deemed an independent director by virtue of his role as Deputy Chairman and his length of service on the Board. Stephanie Coxon, Ken Bradley, Nigel Keen are regarded by the Company as being independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgment.

Under the FCA's Listing Rules ("LR"), because the Company has entered into separate relationship agreements (the "Relationship Agreements") with its immediate controlling shareholders: (1) Euro Plaza Holdings B.V. and Eli Papouchado (acting in his capacity as trustee of an endowment created under Israeli law); and (2) Walford Investments Holdings Limited and Clermont Corporate Services Limited (a professional corporate trustee in its capacity as trustee of certain trusts established for the benefit of Boris Ivesha and his family), which as a concert party hold 43.25% of the issued share capital of the Company (and exercises or controls more than 30% of the voting rights of the Company) ("Concert Party"), the re-election of any independent director by shareholders must be approved by a majority of both the shareholders as a whole, and separately by all the independent shareholders of the Company (that is the shareholders entitled to vote on the re-election of Directors who are not controlling shareholders and are not a party of the Concert Party ("Independent Shareholders")).

Resolutions 10, 11 and 12 are therefore being proposed as ordinary resolutions that all shareholders may vote on. However, in addition, the Company will separately count the number of votes cast by Independent Shareholders in favour of each of the resolutions (as a proportion of the total votes of the Independent Shareholders cast on each resolution). At the time of the AGM results announcement in respect of resolutions 10, 11 and 12 the Company will announce the results of both the vote of all shareholders and also the vote of the Independent Shareholders of the Company.

If a vote to re-elect an independent Non-Executive Director is not passed by the Independent Shareholders, the Company may propose a further resolution to re-elect the relevant Director(s) between 90 and 120 days from the date of the AGM. This further resolution in respect of each Non-Executive Director must be passed by a majority of the shareholders as a whole, and there is no requirement for an additional vote by the Independent Shareholders. LR 9.2.2DG allows any Non-Executive Director who is not re-elected by the Independent Shareholders to remain in office until the further resolution has been voted on. The Company is required by the LR to provide details of:

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PPH E H OT E L G ROU P

N OT I C E O F A N N UA L GEN ER A L M EE T IN G

1. any previous or existing relationship, transaction or arrangement between an independent director and the Company, its directors, any controlling shareholder or any associate of a controlling shareholder;
2. why the Company considers the proposed independent director will be an effective director;
3. how the Company has determined that the proposed director is an independent director; and
4. the process by which the Company has selected each independent director.

The Company confirms the following to meet these requirements:

1. Previous/existing relationships: There are no existing or previous relationships, transactions or arrangements between each Director who was independent at appointment and the Company, any of its directors, any controlling shareholder of the Company or any associate of such a controlling shareholder.
2. Effectiveness: Each of the Directors who were independent at appointment continues to be effective, to contribute to the performance of the Board and to demonstrate commitment to their role. In addition to the board/committee meetings and AGM, they attend and contribute to executive management and each of them provides additional support to the Board and the Company on a specific area of interest related to their skills and experience, which for (i) Stephanie Coxon is accounting matters and capital market expertise; (ii) Ken Bradley is banking and financial services; and (iii) Nigel Keen is real estate and commercial property.
3. Independence: The Board has determined that each independent Director is independent by considering the various relationships referred to above and that the relevant independent Director was not involved in any decisions relating to the dealings referred to or any other dealing between the independent Director or any organisation with which he, she or they is connected and the Company, any of its directors, any controlling shareholder of the Company or any associates of such a controlling shareholder.
4. Selection: The nomination committee convenes at least annually and considers, among other matters, Board appointments, succession planning and the re-election of directors. No Director is involved in any decision about their own reappointment. In carrying out these activities, the nomination committee follows the guidelines of the Code.

The Company recommends that the independent Directors should be re-elected as set out in the relevant resolutions.

ELI PAPOUCHADO, (84) NON-EXECUTIVE CHAIRMAN

• Chairman of the group since formation
• Founder of the Red Sea Group and acted as its Chairman for ten years
• Wealth of experience in the construction, design, development, financing, acquisition and management of leading hotels, including Park Plaza Westminster Bridge London, Park Plaza London Riverbank and many others
• Involved in the development of hundreds of thousands of square meters of retail space in shopping malls and large residential projects in the US, Eastern Europe and the Middle East
• Served as Chairman of the Israel Hotel Association
• Appointed to the Board on 20 June 2007

BORIS IVESHA, (76) PRESIDENT & CEO

• President of the group since formation
• Brought Park Plaza® brand to the group in 1994 in collaboration with the Red Sea Group
• Major influencer in the expansion of the group's portfolio
• Established the Yamit Hotel, Israel in 1984 and served as its President
• Director of the Carlton Hotel in Israel (1979 -1984)
• General Manager of the Royal Horseguards Hotel in London (1972 - 1979)
• Appointed to the Board on 14 June 2007

DANIEL KOS, (43) CFO AND EXECUTIVE DIRECTOR

• Appointed CFO in January 2018
• Previously Vice President Corporate Finance of the group, which he joined in 2011
• Responsible for the Group's finance, IT and procurement strategy
• 20 years of finance experience in audit and corporate finance including involvement in large M&A deals, (re) financings and transactions on the London and Zagreb public markets
• 11 years at internationally recognised accounting, audit and consulting group Mazars LLP focusing on hospitality, real estate and financial service companies

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KEVIN MCAULIFFE, (64) NON-EXECUTIVE

DEPUTY CHAIRMAN

Responsibilities: Responsible for corporate governance, engaging with stakeholders and acting as a sounding board for the other Executive and Non-Executive Directors.

Qualifications: Retired Member of the Society of Trust and Estate Practitioners, BTEC Higher Business Studies with Distinction.

Committee membership: Nomination Committee.

Skills and experience: Over 30 years of experience dealing with regulated businesses at board level, including holding office as Finance Director, Chief Executive or Chairman of Banks, Investment Management or Trust and Corporate Administration businesses.

Career experience: Retired Chairman of Carey Group, previous Chief Executive Officer of Carey Group, Ansbacher and Paribas Suisse in Guernsey, Finance Director of Ansbacher's Offshore Banking Group, and director of regulated businesses in 9 jurisdictions.

Current directorships/business interests: Director of CKLB International Management Limited and C M Management Limited. Member of the supervisory board, Nomination committee, remuneration committee and audit committee of Arena Hospitality Group.

Specific contribution to the company's long term success:

11 years as senior independent Non-Executive Director contributing to the growth of the group from the initial IPO in 2007. Became Non-Executive Deputy Chairman in 2018 with a brief to act as a point of continuity to the new members of the Board and continue to use experience to support the group.

KEN BRADLEY, (56) INDEPENDENT NON-EXECUTIVE DIRECTOR

Responsibilities: Chair of the Nomination Committee which leads the process for appointments to the Board and ensures orderly succession plans are in place for the Board and Senior Management positions. Chair of the ESG Committee which is responsible for developing, reporting and setting targets in relation to ESG matters.

Qualifications: First class BSc (HONS) and MBA from Warwick University, he also holds a diploma from IOD in the Company Direction Programme.

Committees Membership: Audit, Remuneration, Nomination and ESG Committees.

Skills and Experience: Over 30 years of experience in Banking and other regulated financial services businesses, covering wealth management, corporate banking, structured finance and insurance.

Career Experience: Spent 22 years with RBS Group, with focus on corporate banking and structured finance, he was Island Director with responsibility for all their business in Guernsey, including Retail and Private Banking, Corporate Banking, Asset Finance, Treasury Management and Insurance. Prior to that he was country manager for Barclays, overseeing their Banking and Fiduciary business, whilst having responsibility for businesses in five other jurisdictions.

Current Directorships: Director of a Private Fiduciary Company and a small Finance Company.

Specific contribution to company's long term success: Supporting the further development and embedding of the Enterprise Risk Management framework, and monitoring the response to the Covid pandemic. He led the recruitment and induction of the two Non-ExecutiveDirectors to have more recently joined the Board.

NIGEL KEEN, (60) SENIOR INDEPENDENT

NON‑EXECUTIVE DIRECTOR

Responsibilities: Senior Independent Director, chair of Remuneration Committee, provides management with a sounding board on Real Estate Development and Asset Management of the portfolio.

Qualifications: Chartered Surveyor.

Committee membership: Audit, Remuneration and Nomination Committees.

Skills and Experience: Over 35 years of property experience from site acquisition through to asset management. He sat on the Board of Waitrose for 15 years and is now a Non-Executive Director on the board of Vistry Group PLC (previously Bovis Homes) and RG Carter Group chairing remuneration committees and sitting on nomination committees and audit committees.

Career Experience: He spent 10 years at Tesco Plc during a period of rapid expansion in 1990's rising to Construction Director. He acted as Property Director for The John Lewis Partnership, leading the expansion of the Group across the UK. He was appointed to the Waitrose Board in 2003 on which he served for 15 years, during a period of significant growth in turnover and expansion of the property estate. He is Non- Executive Director of FTSE 250 constituent Vistry Group PLC and chairs their remuneration committee.

Current Directorships: Non-Executive Director of Vistry Group PLC, and RG Carter Construction Company and deputy chairman of Maudsley Mental Health Charity.

Specific contribution to company's long term success: Independent Non-ExecutiveDirector bringing Board level governance experience and property expertise to support the company's development pipeline in-linewith the strategy.

STEPHANIE COXON, (34) INDEPENDENT

NON‑EXECUTIVE DIRECTOR

Responsibilities: Chair of the Audit Committee and is responsible for providing oversight of the financial reporting and disclosure process; oversight of the appointment, performance and independence of the external auditors; monitoring the internal control process; approving the annual internal audit plan; and monitoring the performance of the internal audit function and risk management policies and practices.

Qualifications: Fellow of the Institute of Chartered Accountants in England and Wales.

Committee membership: Audit, Remuneration, Nomination and ESG Committees.

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