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Orient-Express Hotels Ltd

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Orient-Express Hotels Ltd ORIENT-EXPRESS HOTELS LTD. Canon’s Court 22 Victoria Street Hamilton HM 12, Bermuda NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS June 30, 2014 The annual general meeting of shareholders of ORIENT-EXPRESS HOTELS LTD., a Bermuda company (the “Company”), will be held at the registered office of the Company at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda on Monday, June 30, 2014, at 10:00 a.m., Bermuda time, for the transaction of the following business: (1) To consider and, if thought fit, to pass the following resolution electing eight (8) directors to be the entire Board of Directors of the Company: RESOLUTION: The number of directors constituting the entire Board of the Company is hereby fixed at eight persons, and each of Harsha V. Agadi, John D. Campbell, Roland A. Hernandez, Mitchell C. Hochberg, Ruth A. Kennedy, Prudence M. Leith, John M. Scott III and H. Roeland Vos is hereby severally elected to serve as a member of the Board of Directors of the Company until the 2015 annual general meeting. (2) To consider and, if thought fit, to pass the following resolution changing the legal name of the Company: RESOLUTION: The name of the Company is hereby changed from Orient-Express Hotels Ltd. to Belmond Ltd. (3) To consider and, if thought fit, to pass the following resolution appointing Deloitte LLP as the Company’s independent registered public accounting firm, and authorizing the Audit Committee of the Board of Directors to fix the accounting firm’s remuneration: RESOLUTION: Deloitte LLP is hereby appointed the Company’s independent registered public accounting firm until the close of the 2015 annual general meeting, and the Audit Committee of the Board of Directors is hereby authorized to fix the accounting firm’s remuneration. The Board of Directors recommends that all shareholders vote FOR the election to the Company’s Board of Directors of each of the eight nominees named above (Proposal 1), FOR the change of the Company's legal name to Belmond Ltd. (Proposal 2) and FOR the appointment of Deloitte LLP as the Company’s independent registered public accounting firm, and the authorization of the Audit Committee of the Board of Directors to fix the accounting firm’s remuneration (Proposal 3). Under applicable Bermuda law and the Company’s Bye-Laws, if a quorum is present in person or by proxy at the annual general meeting, the favorable vote of a simple majority of the votes cast by holders of class A common shares and class B common shares, voting together as a single class, will be required in order to approve the three resolutions set forth above. Only holders of record of class A common shares and holders of record of class B common shares at the close of business on May 5, 2014, are entitled to notice of, and to vote at, the annual general meeting and at any adjournment thereof. The audited financial statements for the Company’s 2013 fiscal year will also be presented at the annual general meeting. Copies of the Company’s 2013 annual shareholders' report containing those audited financial statements, as well as this notice of the Company’s 2014 annual general meeting and the accompanying proxy statement, are available in electronic form on the Company’s website http://www.orient-expresshotelsltd.com, and may be viewed and downloaded or printed from the website. These materials are also available on the following additional website: https://materials.proxyvote.com/G67743. Whether or not you expect to attend the annual general meeting in person, the Company encourages you to vote your shares at your earliest convenience. If you received a paper copy of the form of proxy by mail, please complete, date, sign and mail the proxy form in the envelope provided. If your shares are held by a bank, broker or other nominee and you received a notice and electronic delivery of the proxy statement and form of proxy, you will not receive a printed copy of the proxy materials in the mail unless you so request. Instead, the notice instructs you how to access and review the proxy statement and 2013 annual shareholders' report. The notice also instructs you how you may submit your proxy over the Internet. By order of the Board of Directors, EDWIN S. HETHERINGTON Secretary May 7, 2014 PROXY STATEMENT TABLE OF CONTENTS Page No. PROXY STATEMENT ..................................................................................................................................................... 1 VOTING INFORMATION ............................................................................................................................................... 1 PROPOSAL 1—ELECTION OF DIRECTORS ................................................................................................................ 2 Board and Committees ................................................................................................................................................... 4 Director Independence ................................................................................................................................................... 5 Non-Executive Director Fees ......................................................................................................................................... 5 Executive Compensation ................................................................................................................................................ 6 Retirement Plans ............................................................................................................................................................ 7 Option Awards under 2000 and 2004 Stock Option Plans and 2009 Share Award and Incentive Plan ......................... 8 Share Awards under 2009 Share Award and Incentive Plan .......................................................................................... 8 PROPOSAL 2—CHANGE OF THE COMPANY'S NAME TO BELMOND LTD. ....................................................... 9 PROPOSAL 3—APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................... 10 SHAREHOLDING INFORMATION................................................................................................................................ 11 Class A and Class B Common Shares ............................................................................................................................ 11 Directors and Executive Officers ................................................................................................................................... 12 OTHER MATTERS ........................................................................................................................................................... 14 ii ORIENT-EXPRESS HOTELS LTD. Canon’s Court 22 Victoria Street Hamilton HM 12, Bermuda PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS June 30, 2014 This proxy statement is furnished in connection with the solicitation by the Board of Directors of Orient-Express Hotels Ltd., a Bermuda company (the “Company”), of proxies for use at the annual general meeting of shareholders, to be held on Monday, June 30, 2014, at 10:00 a.m. (Bermuda time) at the registered office of the Company, which is the office of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, and at any adjournment thereof. The Company expects either to mail or to provide notice and electronic delivery of this proxy statement and the appropriate form of proxy to holders of class A and class B common shares commencing on or about May 16, 2014. At the annual general meeting, the shareholders of the Company will be asked to consider and vote upon resolutions (1) electing eight directors as the entire Board of the Company, to serve until the 2015 annual general meeting, (2) changing the legal name of the Company from Orient-Express Hotels Ltd. to Belmond Ltd., and (3) appointing Deloitte LLP as the Company’s independent registered public accounting firm until the close of the 2015 annual general meeting, and authorizing the Audit Committee of the Board to fix the accounting firm’s remuneration. The Board recommends that you vote FOR these resolutions. The audited financial statements for the Company’s 2013 fiscal year will also be presented at the annual general meeting. VOTING INFORMATION The Board of Directors has fixed the close of business on May 5, 2014, as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual general meeting and at any adjournment thereof. Accordingly, only holders of record of class A common shares and the holder of record of class B common shares of the Company at the close of business on that date will be entitled to receive notice of and to vote at the meeting. On any matter which may properly come before the meeting, holders of class A common shares of record on the record date will be entitled to one-tenth of one vote per share, and the holder of class B common shares of record on the record date will be entitled to one vote per share. On the record date, 103,727,234 class A common shares and 18,044,478 class B common shares were issued and outstanding, representing 28,417,201 votes in the aggregate. The quorum at the meeting will be constituted by shareholders, either present in person or represented by proxy, holding in the aggregate shares carrying a majority of voting rights entitled to be exercised at the meeting (i.e., carrying a majority of the 28,417,201 votes which may be cast
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