Playa Hotels & Resorts NV

05/17/2024 | Press release | Distributed by Public on 05/17/2024 14:17

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

Playa Hotels & Resorts N.V. (the "Company") held its annual general meeting of shareholders (the "AGM") on Thursday, May 16, 2024, at 11:00 a.m., Central European Summer Time, in Amsterdam, the Netherlands. The results of the matters voted upon at the Company's AGM are set forth below.

(1)

The following nominees were elected as directors to serve one-yearterms:

Nominee

Votes For Votes Against Abstain Broker Non-Votes

Bruce D. Wardinski1

106,729,121 719,041 677,832 5,444,566

Jeanmarie Cooney

107,065,434 380,976 679,584 5,444,566

Hal Stanley Jones

107,065,043 381,317 679,634 5,444,566

Mahmood Khimji

106,219,975 1,185,952 720,067 5,444,566

Elizabeth Lieberman

107,059,942 386,317 679,735 5,444,566

Maria Miller

106,556,569 889,850 679,575 5,444,566

Leticia Navarro

107,061,602 384,758 679,634 5,444,566

Karl Peterson

104,231,118 3,215,242 679,634 5,444,566
1

All nominees were elected as non-executivedirectors except for Mr. Wardinski, who was elected as sole executive director.

(2)

The shareholders approved the adoption of the Company's Dutch Statutory Annual Accounts for the fiscal year ended December 31, 2023:

Votes For

Votes Against

Abstain

Broker
Non-Votes

107,431,825 6,279 687,890 5,444,566
(3)

The shareholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2024:

Votes For

Votes Against

Abstain

Broker
Non-Votes

112,485,670 402,771 682,119 -
(4)

The shareholders approved the instruction to Deloitte Accountants B.V. for the audit of the Company's Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2024:

Votes For

Votes Against

Abstain

Broker
Non-Votes

112,483,740 403,268 683,552 -
(5)

The shareholders approved the non-binding,advisory vote to approve the compensation of the Company's named executive officers:

Votes For

Votes Against

Abstain

Broker
Non-Votes

106,975,873 469,776 680,345 5,444,566
(6)

The shareholders approved the discharge of the Company's directors from liability for the year ended December 31, 2023:

Votes For

Votes Against

Abstain

Broker
Non-Votes

107,187,764 247,654 690,576 5,444,566
(7)

The shareholders approved the authorization of the board of directors to acquire shares (and depository receipts for shares) in the capital of the Company:

Votes For

Votes Against

Abstain

Broker
Non-Votes

88,129,847 19,253,666 742,481 5,444,566
(8A)

The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptiverights for 10% of the Company's issued share capital:

Votes For

Votes Against

Abstain

Broker
Non-Votes

106,682,912 429,598 1,013,484 5,444,566
(8B)

The shareholders approved the delegation to the board of directors of the authority to issue shares and grant rights to subscribe for shares in the capital of the Company and to limit or exclude pre-emptiverights for an additional 10% of the Company's issued share capital:

Votes For

Votes Against

Abstain

Broker
Non-Votes

102,713,464 4,398,997 1,013,533 5,444,566