AGM Notice and Proposed Rule 9 Waiver

PPHE Hotel Group, the international hospitality real estate group which develops, owns and operates hotels and resorts, announces today that the circular including notice of its Annual General Meeting ("AGM") (the "AGM Notice") will be published and posted to shareholders today. The AGM will take place on 21 May 2025 at 12 noon at La Fregate Hotel, Beauregard Lane, St Peter Port, Guernsey, GY1 1UT.

The AGM Notice will also be available today on the Company's website at www.pphe.com.

In accordance with UK Listing Rules 9.6.1 and 9.6.3, the AGM Notice will today be submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Proposed Rule 9 Waiver

One resolution to be proposed at the AGM (Resolution 19 of the AGM Notice, the "Rule 9 Waiver Resolution") seeks approval of a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code to be put to Independent Shareholders (being shareholders other than those who are members of the concert party comprising Mr Eli Papouchado, and the Company's President and Chief Executive Officer, Boris Ivesha, and parties acting in concert with them (the "Concert Party")) via a poll.

This resolution is required in order to give the Board the flexibility to act on Resolution 18 of the AGM Notice should it be approved at the AGM, which proposes to authorise the Company to make market purchases of up to 2,092,024 Ordinary Shares of nil par value (the "Share Buy-Back Authority"). Should Resolution 18 of the AGM Notice be approved, the Directors will only exercise the power of purchase after careful consideration and in circumstances where they are satisfied, that to do so would result in an increase in earnings per share and would be in the best interests of the Company and of its shareholders generally. The Directors intend to keep under review the potential to purchase Ordinary Shares.

The Share Buy-Back Authority (subject to prevailing conditions at such time) would offer the Company the ability to make market purchases at a price or prices that the Company believes will be value enhancing to shareholders.

Given that the Concert Party, currently holds 43.97 per cent of the Company's issued share capital, any increase in its percentage holding resulting from the Company implementing the Share Buy-Back Authority (if approved) would trigger a mandatory requirement to make an offer for all of the Ordinary Shares (excluding treasury shares) unless the Takeover Panel waives such requirement. As is customary, the Takeover Panel will only grant such a waiver if (amongst other things) the Rule 9 Waiver Resolution has been passed. If the Company were to repurchase from persons other than members of the Concert Party, the maximum number of Ordinary Shares pursuant to the proposed Share Buy-Back Authority, the Concert Party's interest in Ordinary Shares would (assuming no other allotments of Ordinary Shares) increase to 46.28 per cent of the issued share capital of the Company.

One of the purposes of the AGM Notice is to provide you with an explanation of the Rule 9 Waiver Resolution and to give you the information required under the Takeover Code.

The Independent Directors, who have been so advised by Jefferies and Investec, consider the Rule 9 Waiver Resolution and the Share Buy-Back Authority, including the maximum controlling position which it will create and the effect which this will have on shareholders generally, to be fair and reasonable and to be in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice to the Independent Directors, Jefferies and Investec have taken account of the Independent Directors' commercial assessments.

The voting results of all the resolutions put before the AGM including the Share Buy-Back Authority and the Rule 9 Waiver Resolution will be announced to the market following the AGM.

A further announcement will be made regarding any decision to implement the Share Buy-Back Authority at the relevant time.

Further details of the Rule 9 Waiver Resolution which will be put to Independent Shareholders at the AGM are set out in the AGM Notice.

Terms used but not defined in this announcement shall have the meaning given to them in the AGM Notice.

The Rule 9 Waiver Resolution is to be proposed as an ordinary resolution, requiring a simple majority of the Independent Shareholders present in person or by proxy to vote in favour in order for it to be passed.