SAYE 2019

The Dalata Hotel Group plc Irish Sharesave Scheme (“SAYE”) is an easy way to put money aside, straight from your post-tax salary. It is linked to an option to buy shares in your company at a guaranteed price, which is set in advance.

Our SAYE plan is an amazing way to save for that next big thing... a new car, wedding, house deposit or a holiday of a lifetime! At the end of your savings period you can decide whether to use your savings to buy shares, or simply take your savings in cash to invest or spend as you like.

This SAYE has been approved by the Irish Revenue Commissioners and there are tax savings available to you if you choose to buy shares under SAYE. The company has appointed Ulster Bank to hold the savings and Computershare will administer the scheme.

Welcome to Save As You

Earn 2019!

Key Details

Save a fi xed amount between €12 and €500 per month for three years

Savings are deducted from your take home pay (i.e. after tax and other deductions)

In three years’ time, you can choose to buy Dalata Hotel Group Plc shares at a discounted price - the “Exercise Price”

Key Benefi ts

It’s an easy way to save every month

It’s low-risk

In three years’ time, if the Dalata Hotel Group Plc share price is:

higher than the Exercise Price – you can buy Dalata Hotel Group Plc shares and take the profi t

lower than the Exercise Price – you can simply take your cash savings back

How ShareSave works

It’s as easy as one, two, three

You save money for 3 years

You choose whether to buy discounted shares

321 We set a discountedshare price

This is the price at which you can buy our shares at the end of ShareSave.

It’s known as the Option Price and includes a 25% discount.

Your Option Price is €3.60

25%Discounton company

shares

You save money for 3 years

You choose whether to buy discounted shares

321 We set a discountedshare price

You can save from €12-€500 per month.

Choose an amount you’ll be comfortable with - you can’t change it.

Want to take a payment break? You can delay making up to six monthly payments.

Need your money back? You can get your money back in full at any time.

Already in Sharesave? You can’t save more than €500 per month across all your plans.

How ShareSave works

It’s as easy as one, two, three 25%Discounton company

shares

How ShareSave works

It’s as easy as one, two, three

You save money for 3 years

You choose whether to buy discounted shares

321 We set a discountedshare price

After 3 years you choose whether to use your savings to buy discounted shares.

If our share price is...

Higher than your Option Price You can buy the shares and be in profi t.

Lower than your Option Price You can simply take back all the money you’ve saved.

25%Discounton company

shares

This fi gure assumes an annual share price increase of 5.6%; the average annualised return from UK equities over the last 50 years. Source: Barclays Equity Gilt Study 2016.

Remember, share prices can fall as well as rise and past performance is not a guide to future returns. The examples shown above are for illustrative purposes only.

Monthly

saving

€50

€100

€250

€500

€1,800

€3,600

€9,000

€18,000

Total

savings

Our share price falls

You can take back everything you have saved. You won’t lose a penny.

You could buy

shares worth

Monthly

saving

€50

€100

€250

€500

€2,400

€4,800

€12,000

€24,000

€600

€1,200

€3,000

€6,000

Potential

profi t

Our share price stays the same

If you use your savings to buy shares you will make money, because you benefi t

from a 25% share price discount.

You could buy

shares worth

Monthly

saving

€50

€100

€250

€500

€2,823

€5,655

€14,150

€28,306

€1,023

€2,055

€5,150

€10,306

Potential

profi t

Our share price rises

If you use your savings to buy shares, the share price rise could really boost

the value of those savings.If our share price rises to €7.80*

*

What could happen in 3 years?

“I decided to join the SAYE scheme so that after 3 years I would have saved some money and hopefully made a little bit of extra money on top for myself. I don’t miss the money at all as it is taken directly out of my wages, and I am able to log onto the SAYE website to keep up to date with my payments and check my contributions to date. I hope to be able to re-invest the money into more shares but there might be enough to spend on a holiday which would be lovely! I think it is a good saving scheme for employees and would defi nitely recommend it to others!”Angela Margetson

Accommodation Assistant - Clayton Hotel Manchester Airport

“I joined the SAYE scheme in October 2016. The moment it came up I knew it was a great opportunity to be part of something big. Having worked already with Dalata for over 2 years at that point between Clayton Whites Hotel and then Clayton Chiswick, I knew the developments the company was making and was excited at the opportunity to be involved in it. It was so simple to join up and I can easily track my account on the Computershare website. Being part of the scheme makes me want to work even harder to ensure the success of the company. I keep tabs daily on how the shares are doing and even have google alerts set up to let me know when something changes!At the end of the 3 years when the shares mature, I hope to be in a position to pay my deposit for my house, wherever that may be. If not I might just hold on to them a little longer and see how it goes!”Sarah Howlin

Meeting & Event Sales Manager - Clayton Hotel Chiswick

Dalata Colleague Testimonials

“SAYEs with Dalata has given me the opportunity to put away some savings without any hassle. With my money going directly into my savings, I fi nd it an extremely Hassle free system. It’s up to me how I would like to spend my savings in three years’ time whether its Reinvesting my savings back into the company, or just treating myself to that new car or dream holiday. I can be assured that’s this risk free, Hassle free saving scheme with Dalata is a Win Win situation and it works very well for me”Kathrina Quinlan

Meeting & Events/Front Offi ce Manager – Maldron Hotel Limerick

“The Dalata SAYE Scheme is a great initiative. I fi lled in a quick online form and after that the hotel takes care of the handling of the money. Being able to choose how much to save, from just a few euro’s per week up, meant I could pick an amount that I wouldn’t miss each week, but would add up over the 3 years. When the 3 years are up, the money will be very useful for my daughters college fund.”Gabriel Somers

Purchasing Manager - Clayton Whites

How does it work?

Step 1 - You save

You can apply to save a fi xed amount over a set period of three years.

These savings are taken direct from your pay, after Income Tax, USC and PRSI are deducted

You don’t have to save huge amounts – you decide how much you can aff ord

If you are paid on a monthly basis, you can save from as little as €12 up to €500 a month, in whole euros in aggregate for 36 months. If you are paid on a weekly basis, decide how much you would like to save each month and enter that amount when applying to join the plan. Payroll will then divide your annual savings amount by 52 to calculate your weekly deduction and that weekly amount will be deducted from your net salary for 156 weeks. You can save from €2.77 to €115.38 per week.

You can miss or take a break from monthly contributions for up to six months if you need to - your contract end date will simply move on one month for each missed contribution. If you are weekly paid the minimum break you can take is one full month. If you miss more than six contributions, your SAYE contract will be cancelled and you’ll receive a full refund of your savings.

Step 2 – You Choose

After three years you can buy Dalata Hotel Group Plc shares at the discounted price.

If you sign up to save each month, you will be granted an option to buy shares in Dalata Hotel Group plc. This is a right, but not an obligation, to buy a number of shares at the 25% discounted price fi xed at the start (the Date of Grant).

The number of shares under your option will depend on how much you are putting aside each month. The price you pay to buy Dalata Hotel Group plc shares at the end of your savings contract is known as the Exercise Price. This price is fi xed before you start saving and is set at a discount of up to 25% on the market value of Dalata Hotel Group plc shares at the invitation date.

You can fi nd the Exercise Price on your invitation email.

*Should you wish to hold your shares in a share account you will have the benefi t of a fee free account with Computershare.

Do I have to buy Dalata Hotel Group Plc shares at

the end of the three year period?

No, at the end of the savings contract you can decide whether to:

Use your accumulated savings to buy shares at the Exercise Price

Or

Simply withdraw your cash

You will have six months from the end of your savings contract (known as “maturity”) to decide what to do. If the share price has fallen below the Exercise Price at maturity, you are under no obligation to use your savings to buy any shares and in the normal course of events your savings will be refunded to you by direct credit. You will be able to provide your bank details to Computershare on your maturity form. If you exercise your option to buy shares, you will become a shareholder in the company you work for and will be able to benefi t from any dividends that the company decides to pay.

What you choose to do will likely depend on the Dalata Hotel Group Plc share price when your three year saving period fi nishes.

If the Dalata Hotel Group Plc share price is higher than the

Exercise Price (which is set at a discount of up to 25%)

You can buy shares at this special price and (if you wish) sell them for a profi t.

If the Dalata Hotel Group Plc share price is lower than

the Exercise Price

You do not have to buy the shares. You can simply take back all of your savings and use the money however you want.

More information will be sent to you nearer the maturity date

Are there any risks?

Share prices

Share prices can go down as well as up. At the end of the savings period if the share price is below the Exercise Price you can simply have your savings returned so your savings are protected. Should the share price be higher than the Exercise Price you may exercise your option to buy shares at the discounted price and either hold or sell them at this point.

Your cash savings

In all circumstances the money you save can be returned to you.

How do I join?

First, decide how much you want to save each month - from €12 to €500 a month.

Online

1. Visit: www.computershare.com/dalata2. Enter your SRN (included on your invitation email) and PIN* 3. Follow the simple online instructions

*Your PIN will be emailed to you separately. If you have previously been invited to join SAYE, then you will not receive a new PIN, instead you should continue to use your existing PIN (When joining a previous SAYE, you will have been prompted to change the PIN to something memorable to you, however, if required you can reset your PIN by clicking on the ‘Forgotten PIN?’ link when you visit the log-in page at www.computershare.com/dalata).

PaperIf you do not wish to apply online you can request a paper application form from Computershare and complete and return it before the deadline shown on the form. Contact details for Computershare are at the end of this booklet.

All online and paper applications

must be received by 5pm on

26 September 2019.

After you have applied...

Before your contributions start, you’ll receive confi rmation of:

how much you will be saving and for how long;the Exercise Price for your option;the number of shares you will be able to buy.

3 years later...At the end of your savings period you will receive information outlining your choices, which are as follows:

Take all of your savings to spend as you likeUse some or all of your savings to buy shares at the guaranteed Exercise Price and become a shareholder of Dalata Hotel Group plc.

Computershare will provide a share dealing service should you wish to exercise your option and sell your shares. Details of this service will be provided at the end of the savings period.

What about Tax?

Grant

You will not be taxed when you are granted your Option.

Exercise

USC and PRSIAlthough there is generally no income tax payable on the exercise of your Option, you will be liable for USC and PRSI on exercise on the diff erence between the Exercise Price you pay and the market value of the Shares you receive. USC is generally charged at the rate of 5.5% or 8% and PRSI is generally charged at 4%. USC and PRSI will be deducted by your employer through payroll for current employees.Former employees must account for USC through the self-assessment system and PRSI through the PRSI special collection system.

Income TaxYour Option will not be subject to income tax on the date you exercise it, unless you exercise your Option early (i.e. before the third anniversary of the date of grant) and in certain special circumstances (e.g. due to a change in control of Dalata Hotel Group plc or because your employer ceases to be owned by Dalata Hotel Group plc).

Subsequent Sale of Shares

If, having exercised your Option, you subsequently sell or transfer your Shares you may be liable to capital gains tax at 33% on the diff erence between the discounted price paid for the Shares and the sale proceeds/market value at disposal i.e. the “gain” you receive (plus any amount charged to income tax on exercise, if applicable). Each individual has an annual exemption for capital gains tax purposes (currently €1,270). Capital gains tax is only payable on gains in excess of allowable losses and the annual exemption.

Responsibility for paying taxes

You are personally responsible for paying any capital gains tax on the subsequent disposal of the Shares. You must account for the tax and fi le related tax returns, this is not processed or monitored by the company.

Tax laws do change and the rules may be diff erent when you

decide to exercise your option and sell or dispose of your

shares. If you require any fi nancial or tax advice in relation to

your participation in SAYE you should contact a professional

independent fi nancial/tax adviser.

Income tax is not payable on an Option exercised early on (1) cessation of employment in the event of death, injury, disability, redundancy, retirement on reaching the age of 65, or (2) reaching the age of 65.

Should special circumstances arise where a charge to income tax does become payable on exercise, further details of the liability and how it is collected will be provided to you at that time.

QUESTIONS & ANSWERS

Who can join SAYE?You can join if you are a current employee of any participating company within Dalata Hotel Group plc (the “Company”), and have been employed by a participating company for at least one month prior to the Date of Grant, provided that you are also an Irish tax resident and pay income tax in Ireland on your earnings from employment.You must be at least 16 years of age to join.Note that aggregation of continuous service across participating companies is applicable only to SAYE for the purposes of maximum inclusivity and does not aff ect your statutory service.How much can I save?You can choose to save a fi xed amount from €12 to €500 per month (in whole Euro) in aggregate if you are a monthly paid employee, or €2.77 and €115.38 per week in aggregate if you are a weekly paid employee. The amount that you can save in total, across all SAYE off ers, will be limited to a maximum of €500 per month and cannot exceed your total monthly net pay. The savings will be held by Ulster Bank until the end of the savings contract.

What if I am already saving in a previous SAYE?You can still join the 2019 SAYE. However, the maximum amount that you can save across all Dalata SAYE plans is €500 per month. So, if you are saving €100 per month in the 2017 SAYE and €100 in the 2018 SAYE, then the maximum you can save in the 2019 SAYE is €300 per month. If you are currently saving a total of €500 per month in the 2017 and/or 2018 plan, then you have already reached your monthly savings limit and will be unable to join the 2019 SAYE, unless you decide to fi rst withdraw from an existing SAYE.

How long do I save for?You can choose to save over a three year savings term. To complete your SAYE contract you must complete the full 3 year period. This will consist of 36 monthly contributions. If you are a weekly paid employee, you will make 156 weekly contributions.

Please note that if you are saving in to the 2016 plan then these savings will not count towards your overall maximum as this plan is due to mature before the 2019 plan starts.

When do I start saving?The fi rst deduction will be in February 2020. Your savings contract will then start on 1st March 2020 after Ulster Bank has received the fi rst monthly payment. The contract will normally fi nish on 1st March 2023 provided that you haven’t missed any contributions.

How do I save?Deductions will be made automatically from your net (i.e. after tax) pay each month and we will pay them into an account in your name held with Ulster Bank. The SAYE administrators Computershare Investor Services (Ireland) Limited will send you a statement each year showing the amount of savings to date and options held. You can check the amount of savings to date and details of the options you hold at any time by using Computershare’s online administration system, or by contacting Computershare via email at employee.queries@computershare.ie or by telephone on 01 247 5413.

Do I receive interest on my savings?Under the 3 year savings scheme no bonus or interest is payable.

Can I join the plan at a later date?No, you can only join during the invitation window. Should the plan be launched again next year, you may be eligible to join it again then.

How is the Exercise Price decided?

The Exercise Price is set using the middle market quotation of a Dalata Hotel Group plc share price on the dealing day immediately preceding the date invitations are issued. This market value is then discounted by 25% to set the Exercise Price.

Will I get the full amount of shares that I apply for?

The Company can set a maximum number of shares that are available for use in respect of each invitation under SAYE. If SAYE is popular and applications are received in excess of this maximum number, it may be necessary to “scale back” your application in accordance with the rules of SAYE, i.e. reduce the number of shares that you have applied for under option, which in turn may mean reducing the amount of money that will be deducted from your net pay each month. If this happens you will be advised in writing. However, you will never be asked to contribute more than you have applied for.

What if I miss a payment?

You can arrange with your payroll to postpone making payments for up to six months (or the weekly equivalent) over the savings period. Your savings term will be extended for each monthly payment you postpone. To arrange for a payment holiday please contact your hotel HR in order to complete the Payment Holiday Form. You should consider that postponing a payment means that your contract will be extended by same duration so you will mature at a later date than the initial plan. This could have an eff ect on your eligibility if you are at the maximum savings (€500) should another scheme open in the year you are due to mature. If you miss more than six monthly payments Ulster Bank will close your account and return your savings. This also means you won’t be able to buy Dalata Hotel Group plc shares at the Exercise Price.

Can I change the amount I save or the savings term?

No, once you have started the contract you cannot change the amount, or term over which, you save. However, you may be able to make additional savings in future years if further off ers are made under SAYE.

Can I choose to stop savings altogether?

Yes, you can choose to stop saving and close your SAYE contract at any time. If you stop, you will no longer be able to buy Dalata Hotel Group plc shares at the special discounted Exercise Price. You will receive a full refund of your savings. Partial withdrawals are not allowed.

Do I have to buy shares?

No, at the end of the savings contract you can decide whether to use your accumulated savings to buy shares at the Exercise Price or to simply withdraw your cash.

Please note that if you decide to stop saving and close your SAYE contract, the amount that you initially chose to save will no longer count towards your maximum individual savings limit.

If, for example, the Dalata Group plc share price at the end of the savings contract is higher than the Exercise Price (which is set at a 25% discount), then you can buy shares at this special price and (if you wish) sell them for a profi t. However, if the share price is lower than the Exercise Price at the end of the savings contract, you do not have to buy the shares. You can simply take back all of your savings and use the money however you want. If you decide to buy the shares, you can sell them immediately through Computershare’s dealing service or hold onto the shares until such time that you wish to sell them. More information will be sent to you nearer the maturity date.

What if I change my address?

If you change your address, please notify your HR Manager immediately. Your new address will be passed to Computershare and Ulster Bank on your behalf – you don’t need to inform them directly. You can also update your address yourself by logging on to Computershare system.

What if I go on maternity or paternity leave?

Any deductions from your pay will cease when you stop receiving a basic salary. But that doesn’t mean you can’t continue to save. You will need to make arrangements with your payroll to continue to contribute.

What if there is a takeover of the Company?If the Company or any of its subsidiaries are taken over, restructured or reorganised, or if part of the business you work for is transferred to another company, the Company will notify you of your position.

What happens if I leave Dalata?

If you leave Dalata Hotel Group plc within three years for any of the following reasons:

If you resign or leave for any other reason, you will no longer be able to buy Dalata Hotel Group plc shares at the Exercise Price. However, you will receive a full refund of your savings.

You may become entitled to exercise your option early in these circumstances. Your savings are your own savings and are totally separate from the Company’s fi nances.

RedundancyInjuryDisabilityThe company with which you are employed ceasing to be under the control of Dalata Hotel Group plc

The business in which you are employed being transferred to a person who is neither an associated company of the Company nor a Company over which Dalata Hotel Group plc has control

Retirement at age 65 you will be able to:

Add up to a further 6 months savings and within 6 months of leaving:buy shares with the money already saved; orwithdraw your savings – but lose the right to buy Dalata Hotel Group plc shares.

What if I transfer to another payroll within the Dalata

group?

If you are still employed by a participating company within the same tax jurisdiction and country, your payments will continue to be deducted by your new payroll.If you are changing to a new tax jurisdiction or country, and are still employed by a participating company, you can make arrangements to pay your monthly savings directly to the savings carrier. Please contact Computershare for further information.

What happens if I die?

Your savings contract will automatically stop and your legal personal representative can either:

Can I lose the money I save?

No. In all circumstances the money you save can be returned to you. If you choose to use your savings to buy discounted shares, you should be aware that, as with all shares, the value could go down as well as up. At the end of the savings period you can elect to exercise your option to buy shares and sell your shares at this point (Computershare will provide details of the share dealing service at the end of the savings period).

exercise your option with some or all of your accumulated savings within 12 months of the date of your death or, if earlier, the maturity date; or

withdraw your savings.

Key Dates

9 September 2019

You can now join SAYE

26 September 2019

Deadline – you must apply by 5pm

February 2020

The fi rst contribution will be taken from your pay

1 March 2023

Your SAYE plan matures. You can choose to take the cash you have saved – or buy Dalata Hotel Group shares at the Exercise Price

Any questions?

If you have any questions, please get in touch with our specialist team at Computershare.

Phone*: +353 1 2475413Email: employee.queries@computershare.ieWeb: www.computershare.com/dalataPost: Computershare Plan Managers, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland.

*Calls will be charged at standard daytime and evening rates plus network charges. Lines are open from 08.30 - 17.30 Monday - Friday (excluding public holidays).

About Computershare Plan Managers

The Dalata Hotel Group SAYE is administered by Computershare Plan Managers. Computershare is an award-winning, global provider of share schemes with over 20 years’ experience in the industry.

You can fi nd out more about them at www.computershare.com or by contacting them using any of the above methods.

IMPORTANT INFORMATION

The information set out in this booklet is for guidance only. No part of this document constitutes investment or fi nancial advice of any kind. If you are in any doubt as to the action you should take, you are advised to seek your own advice from an appropriately qualifi ed fi nancial advisor. In the event of an inconsistency between information contained in this booklet and the rules of the Dalata Hotel Group plc Irish Sharesave Scheme (the “Scheme”) and/or the applicable legislation, the Rules of the Scheme and/or applicable legislation will take precedence. The Rules of the Scheme are available at www.computershare.com/Dalata and copies of can be requested free of charge from the HR Department. Dalata Hotel Group plc reserves the right to discontinue the Scheme or amend the Scheme for any future awards. Please be aware that the share price can go down as well as up, so once you have exercised your Option and acquired shares in Dalata Hotel Group plc you are at risk of losing money. Participation in the Scheme is an investment opportunity distinct from any employment contract and entails the risk associated with making an investment. An individual who participates in the Scheme is treated as being aware of such risks and accepts such risks of his or her own free will. In particular, please note that no investment or fi nancial product advice is provided in the documentation related to the Scheme and the associated savings contract and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to infl uence a person or persons in making a decision to participate in the Scheme and enter into a related savings contract. The documentation does not take into account the objectives, fi nancial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a decision to participate in the Scheme, you should seek professional advice as to whether participation in the Scheme is appropriate in light of your own circumstances. Please note that the value of shares may go down as well as up.

The options are off ered to you by Dalata Hotel Group plc in accordance with the terms of the Scheme. You are being off ered options under the Scheme as an added incentive and to encourage employee share ownership and so increase your interest in the success of Dalata Hotel Group plc. The shares to be used under this off er may be new issue shares or existing shares. Details about the Company’s shares can be found athttp://dalatahotelgroup.com/investors/.

Certain information is provided in this document in order for this off er and any subsequent admission of shares to trading to fall within Article 4.1(e) and Article 4.2(f) of the Prospectus Directive (2003/71/EC) as amended, which exempt Dalata Hotel Group plc from producing a prospectus under that directive.

12LAIB D04