PLAYA HOTELS & RESORTS N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

April 16, 201819, 2019

Dear Playa Hotels & Resorts N.V. Shareholders:

You are cordially invited to attend the annual general meeting of shareholders (the “AGM”) of Playa Hotels & Resorts N.V. (“Playa” or the “Company”), which will be held on Thursday, May 10, 2018,16, 2019, at 2:303:00 p.m. Central European Summer Time (CEST), at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands.

During the AGM, shareholders will be asked to vote on an amendment to the Company’s Articles of Association2017 Omnibus Incentive Plan to remove the current limit onincrease the number of non-executive directors;shares available for issuance under the plan by 8,000,000 shares to a total of 12,000,000 shares; the appointment of directors; the adoption of the Dutch Statutory Annual Accounts for fiscal year 2017;2018; the ratification of the selection of Deloitte & Touche LLP as Playa’s independent registered accounting firm for fiscal year 2018;2019; the instruction to Deloitte Accountants B.V. for the audit of Playa’s Dutch Statutory Annual Accounts for fiscal year 2018;2019; the discharge from liability for Playa’s directors with respect to the performance of their duties in 2017;2018; and the authorization of the Board of Directors to acquire shares (and depository receipts for shares) in the Company’s capital (each a “Proposal” and together the “Proposals”).

The enclosed Notice of Annual General Meeting of Shareholders and Proxy Statement contain details regarding each of the Proposals, the AGM and other matters. We encourage you to review these materials carefully.

Thank you for your continued support of Playa. We look forward to seeing you on May 10^th.16, 2019.

Very truly yours,

Bruce D. Wardinski

Chairman and Chief Executive Officer

Playa Hotels & Resorts N.V.

The accompanying proxy statement is dated April 16, 201819, 2019 and is first being mailed to the shareholders of Playa on or about April 16, 2018.19, 2019.

Playa Hotels & Resorts N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held May 10, 201816, 2019

The Board of Directors of Playa Hotels & Resorts N.V. (“Playa” or the “Company”) is pleased to convene the Company’s annual general meeting of shareholders (the “AGM”), which will be held at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands on May 10, 201816, 2019 at 2:303:00 p.m. Central European Summer Time (“CEST”), for the following purposes:

No business will be voted on at the AGM except for the items which are indicated above as being “voting items.” Those voting items have been proposed to the AGM by our Board of Directors.

Please refer to the accompanying proxy statement for further information with respect to the aforementioned voting items. The record date under Dutch law (registratiedatum) for the AGM is April 12, 201818, 2019 (the “Record

Date”). The Board of Directors has determined that the Company’s shareholders’ register and the register maintained for shares in the Company’s capital by the Company’s U.S. transfer agent are the relevant registers for determining who are entitled to attend and, if relevant, vote at the AGM. Those who are shareholders of the Company on the Record Date, or who otherwise have meeting rights under Dutch law with respect to shares in the Company’s capital on the Record Date, provided in each case that they are registered as such in either of the above-mentioned registers, may attend the AGM and, if relevant, vote at the AGM in person or by proxy. Unless the context requires otherwise, references in this convening notice and in the accompanying proxy statement to “shareholders” refer to the shareholders and others with meeting rights under Dutch law on the Record Date as referred to in the immediately preceding sentence.

Shareholders who wish to attend and, if relevant, vote at the AGM must notify the Company in writing of their identity and intention to attend the AGM no later than 5:59 a.m. CEST on May 9, 201815, 2019 (the “Cut-Off Time”), such notice to be sent to the Company’s office at 1560 Sawgrass Corporate Parkway, Suite 310, Fort Lauderdale, Florida 33323 to the attention of the Company’s Secretary. In addition, proper identification, such as a driver’s license or passport, must be presented at the AGM.

Copies of the proposed amendment ofto the Articles of Association,2017 Plan, the Annual Accounts and our Annual Report will be available for inspection by shareholders at our registered offices in the Netherlands, located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands. Such copies will be available for inspection from the date of this notice until the close of our AGM. The proxy materials, including the aforementioned copies, will be posted onwww.proxyvote.com and on the Company’s website,www.playaresorts.com.

Attendance at the AGM is limited to shareholders, Company management and Company advisors. Registration will begin at 1:302:00 p.m. CEST and the AGM will begin at 2:303:00 p.m. CEST on May 10, 2018.16, 2019. Each shareholder desiring to attend MUST bring proof of share ownership as of the Record Date along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company by theCut-Off Time to indicate your plan to attend as described above. Failure to comply with these requirements may preclude you from being admitted to the AGM.

It is important that your shares be represented at the AGM regardless of whether you plan to attend in person. If you do not expect to attend the AGM in person, you may vote your shares after the Record Date but no later than theCut-Off Time by (i) voting online atwww.proxyvote.com, (ii) voting by telephone by following the “Vote by Phone” instructions on the proxy card, or (iii) marking, signing, dating and returning the accompanying proxy card accordingly for all of the shares you may vote. If you will be present at the AGM in person and have also provided a proxy or voted online or by telephone, you may revoke your proxy prior to theCut-Off Time and vote in person at the AGM.

If you wish to vote the shares you beneficially own through a bank, broker, trust company or other nominee in person at the AGM or by proxy, you must first obtain a signed “legal proxy” from the bank, broker, trust company or other nominee through which you beneficially own your shares.

By Order of the Board of Directors,,

Bruce D. Wardinski

Chairman and Chief Executive Officer

April 16, 201819, 2019

TABLE OF CONTENTS

PLAYA HOTELS & RESORTS N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

PROXY STATEMENT

ABOUT THE 20182019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

WHY HAVE I RECEIVED THESE MATERIALS?

You are receiving this proxy statement because you were a shareholder or beneficial owner of shares of Playa Hotels & Resorts N.V. (“Playa” or the “Company”) on the Record Date (as defined below) for Playa’s 20182019 annual general meeting of shareholders (the “AGM”). These materials are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Playa (the “Board”) for use at our AGM. This proxy statement and the accompanying proxy card are first being made available to you on or about April 16, 2018.19, 2019.

WHEN AND WHERE WILL THE AGM BE HELD?

The AGM will held at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands, on May 10, 201816, 2019 at 2:303:00 p.m. Central European Summer Time (“CEST”) for the purpose of discussing and, where relevant, voting on the agenda items described in this proxy statement.

WHICHNON-VOTING ITEMS WILL BE DISCUSSED?

The following agenda items will be discussed at the AGM, but will not be voted on:

WHAT AM I VOTING ON?

You will be voting on the following matters proposed by the Board (each a “Proposal” and collectively, the “Proposals”):

WHAT VOTE IS REQUIRED TO ADOPT EACH OF THE PROPOSALS?

Consistent with Dutch law and the Company’s Articles of Association, executive directors andnon-executive directors are appointed at the AGM from a binding nomination proposed by the Board. The proposed candidate specified in a binding nomination shall be appointed provided that the requisite quorum is represented in person or by proxy at the AGM, unless the nomination is overruled at the AGM by a resolution against the appointment of the candidate adopted by a simple majority of the votes cast, provided such majority represents more than half of the issued share capital. In such event, a new nomination will be made by the Board.

Other than for the appointment of directors, each Proposal requires the affirmative vote of a simple majority of the valid votes cast at the AGM. A quorum of at leastone-third of the issued and outstanding share capital is separately required for the adoption of each Proposal. If a quorum of at leastone-third of the issued and outstanding share capital is not represented in person or by proxy with respect to any Proposal, such Proposal cannot be validly adopted at the AGM. References to shares being “outstanding” are to shares that form part of the Company’s issued share capital which are not held by the Company itself or by a subsidiary of the Company.

Dutch law and the Company’s Articles of Association provide that voting abstentions or blank votes will count for the purpose of determining whether a quorum is present at the AGM but will not count for the purpose of determining the number of votes cast. “Brokernon-votes” (as described below) will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The Board unanimously recommends that our shareholders vote “FOR” the amendment ofto the Articles of Association;2017 Plan; “FOR” the appointment of each director; “FOR” adoption of the Annual Accounts; “FOR” ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2018;2019; “FOR” instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 2018;2019; “FOR” the discharge of our directors from liability with respect to the performance of their duties during fiscal year ended December 31, 2017;2018; and “FOR” authorization of the Board to acquire shares (and depository receipts for shares) in the capital of the Company.

WHO IS ENTITLED TO VOTE AND HOW MANY VOTES DO THEY HAVE?

Dutch law provides that the record date for the AGM must be 28 days prior to the date of the AGM; thus, the record date is April 12, 201818, 2019 (the “Record Date”). The Board has determined that the Company’s shareholders’ register and the register maintained for shares in the Company’s capital by the Company’s U.S. transfer agent are the relevant registers for determining who is entitled to attend and, if relevant, vote at the AGM. Those who are shareholders of the Company on the Record Date, or who otherwise have meeting rights under Dutch law with respect to shares in the Company’s capital on the Record Date, provided in each case that they are registered as such in either of the above-mentioned registers, may attend the AGM and, if relevant, vote at the AGM in person or by proxy. Unless the context requires otherwise, references in this proxy statement to “shareholders” refer to the shareholders and others with meeting rights under Dutch law on the Record Date as referred to in the immediately preceding sentence.

As of the close of business on April 10, 201816, 2019 (the last practicable date prior to the Record Date and the mailing of the proxy statement), there were 112,572,517 Playa133,425,695 ordinary shares, €0.10 par value of the Company (“Ordinary Shares” or “Playa shares”) outstanding and entitled to vote. Each Playa share carries the right to cast one vote on each Proposal. Shareholders do not have cumulative voting rights.

HOW DO I VOTE BEFORE THE AGM?

If you are a registered shareholder, meaning that you hold your shares through an account with our transfer agent, Computershare, you can vote by mail, by completing, signing and returning the accompanying proxy card or you may vote online atwww.proxyvote.com or by telephone by following the “Vote by Phone” instructions on the proxy card.

If you are a beneficial owner of Playa shares and hold your shares through a bank, broker, trust company or other nominee (“street name”), the relevant institution will send you instructions describing the procedure for instructing the relevant institution as to how to vote the Playa shares you beneficially own. If you wish to vote the Playa shares you beneficially own directly either in person at the AGM or by proxy, you must first obtain a signed “legal proxy” from the bank, broker, trust company or other nominee through which you beneficially own your Playa shares.

Given the time of the meeting in the Netherlands, in order for your mailed, telephonic or online vote to be counted, it must be received on or before 5:59 a.m. CEST on May 9, 201815, 2019 (the “Cut-Off Time”). The official electronic voting results will be those reported by our vote tabulator, Broadridge, in its final report to be provided promptly following theCut-Off Time. Proxies delivered or votes received online or by telephone after theCut-Off Time will be disregarded.

MAY I VOTE AT THE AGM?

You may vote your shares at the AGM if you attend in person. Even if you plan to attend the AGM, we encourage you to vote your shares by proxy by telephone or online.

IF YOU PLAN TO ATTEND IN PERSON:

Attendance at the AGM is limited to shareholders, Company management and Company advisors. Registration will begin at 1:302:00 p.m. CEST and the AGM will begin at 2:303:00 p.m. CEST on May 10, 2018.16, 2019. Each shareholder desiring to attend the AGM in person MUST bring proof of share ownership as of the Record Date along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company by theCut-Off Time to indicate your identity and your plan to attend. Such registration must be made to the Company in writing (such notice to be sent to the Company’s office at 1560 Sawgrass Corporate Parkway, Suite 310, Fort Lauderdale, Florida 33323 to the attention of the Company’s Secretary) prior to theCut-Off Time. Failure to comply with these requirements may preclude you from being admitted to the AGM.

CAN I CHANGE MY MIND AFTER I VOTE?

You may change your vote at any time before theCut-Off Time. You may revoke your proxy prior to theCut-Off Time (1) by submitting a properly signed proxy card with a later date, or (2) by voting in person at the AGM.

WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?

Proxies that are signed and returned prior to theCut-Off Time but do not contain instructions will be voted “FOR” each Proposal.

WHAT HAPPENS IF I FAIL TO VOTE OR ABSTAIN FROM VOTING?

If you do not exercise your vote because you do not submit a properly executed proxy card to the Company, and do not vote online or by telephone, in accordance with the instructions contained in this proxy statement in a timely fashion or by failing to attend the AGM to vote in person or fail to instruct your broker, bank, trust company or other nominee how to vote on anon-routine matter (a “failure to vote”), it will have no effect on a Proposal. If you mark your proxy or voting instructions expressly to abstain or to cast a “blank vote” for any Proposal, it will also have no effect on such Proposal. If you do not give instructions to your broker, bank, trust company or other nominee, such broker, bank, trust company or other nominee will nevertheless be entitled to vote your shares in its discretion on routine matters and may give or authorize the giving of a proxy to vote the Playa shares in its discretion on such matters. For the avoidance of doubt, if a shareholder returns a properly executed proxy card in a timely fashion without indicating how to vote on one or more of the Proposals (and without indicating expressly to abstain or to cast a “blank vote”), the Playa shares represented by such proxy will count for the purposes of determining the presence of a quorum with respect to such Proposal(s), will be voted in favor of each such Proposal in accordance with the recommendation of the Board, and it will not be considered a failure to vote.

IF MY SHARES ARE HELD IN STREET NAME BY MY BROKER, WILL MY BROKER AUTOMATICALLY VOTE MY SHARES FOR ME?

If you hold your shares in street name, your broker, bank, trust company or other nominee cannot vote your shares onnon-routine matters without instructions from you. Each of the Proposals is considered anon-routine matter. You should therefore instruct your broker, bank, trust company or other nominee as to how to vote your Playa shares, following the directions from your broker, bank, trust company or other nominee provided to you. Please check the voting form used by your broker, bank, trust company or other nominee.

If you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy with respect to a Proposal (because it isnon-routine), this will be considered to be a “brokernon-vote” and your shares will not be counted for purposes of determining the presence of a quorum with respect to that Proposal.

Beneficial owners of Playa shares held through a broker, bank, trust company or other nominee may not vote the underlying shares at the AGM, unless they first obtain (where appropriate, through the relevant broker, bank, trust company or other nominee) a signed “legal proxy” from the bank, broker, trust company or other nominee through which you beneficially own your Playa shares.

WHAT HAPPENS IF I TRANSFER MY PLAYA SHARES BEFORE THE AGM?

The Record Date for the AGM is earlier than the date of the AGM. If you transfer your Playa shares after the Record Date, you will retain your right to attend and vote at the AGM.

WHO WILL BEAR THE EXPENSE OF SOLICITING PROXIES?

We will bear the cost of preparing and mailing proxy materials as well as the cost of soliciting proxies and we may, upon request, reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their expenses in sending proxy materials to the beneficial owners of our shares. The solicitation of proxies by the Board will be conducted by mail and also through the Internet. In addition, certain members of the Board, as well as our officers and regular employees may solicit proxies in person, by facsimile, by telephone or by other means of electronic communication.

OUR COMPANY

We are a leading owner, operator, manager and developer ofall-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of December 31, 2017,2018, we owned and/or managed a total portfolio consisting of 1321 resorts (6,130(7,908 rooms) located in Mexico, the Dominican Republic and Jamaica and managed one resort (184 rooms) owned by a third party, located in the Dominican Republic.Jamaica. We believe that the resorts we own, as well as the resortresorts we manage, are among the finestall-inclusive resorts in the markets they serve. All of our resorts offer guests luxury accommodations, noteworthy architecture, extensiveon-site activities and multiple food and beverage options. WeIn Mexico, we own and manage Hyatt Zilara Cancun, Hyatt Ziva Cancun, Hyatt Zilara and Hyatt Ziva Rose Hall Jamaica, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos, Panama Jack Resorts Cancun, Panama Jack Resorts Playa del Carmen, Hilton Playa del CarmenAll-Inclusive Resort, Hyatt Ziva Puerto Vallarta and one resort under our brand, THE Royal. We also operate the Sanctuary Cap Cana, inHyatt Ziva Los Cabos. In Jamaica, we own and manage Hyatt Zilara Rose Hall and Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Dunn’s River Beach Resort & Spa, Jewel Grande Montego Bay Resort & Spa, Jewel Runaway Bay Beach & Golf Resort and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, we own and manage Hilton La Romana anAll-Inclusive Family Resort and Hilton La RomanaAll-Inclusive Adult Resort. We also own fivefour resorts in Mexico and the Dominican Republic that are managed by a third party. In addition, on February 27, 2018,party and we entered a definitive agreement for a business combination with Sagicor Group Jamaica Limited (“Sagicor”) whereby Sagicor will contribute to Playa a portfolio of five all-inclusive resorts and two adjacent oceanfront developable land sites located onmanage the desirable North Coast of Jamaica, subject toSanctuary Cap Cana, in the satisfaction or waiver of certain customary and other closing conditions.Dominican Republic.

At 12:00 a.m. Central European Time on March 12, 2017 (the“Closing TimeTime””), we consummated a business combination (the “Pace Business Combination”) pursuant to a transaction agreement by and among us, Playa Hotels & Resorts B.V. (our “Predecessor”) and Pace Holdings Corp. (“Pace”), an entity that was formed as a special purpose acquisition company, for the purpose of effecting a merger or other similar business combination with one or more target businesses, and New Pace Holdings Corp. In connection with the Pace Business Combination, which is described in detail in our Current Report on Form8-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2017, we changed our name from Porto Holdco N.V. to Playa Hotels & Resorts N.V. In addition, in connection with the Pace Business Combination, (i) prior to the consummation of the Pace Business Combination, all of our Predecessor’s cumulative redeemable preferred shares were purchased and were subsequently extinguished upon the reverse merger of our Predecessor with and into us, and (ii) Pace’s former shareholders and our Predecessor’s former shareholders received a combination of our ordinary sharesOrdinary Shares and warrants as consideration in the Pace Business Combination. Our Predecessor was the accounting acquirer in the Pace Business Combination, and the business, properties, and management team of our Predecessor prior to the Pace Business Combination are the business, properties, and management team of the Company following the Pace Business Combination.

On February 26,June 1, 2018, we entered intocompleted a Share Exchange Implementation Agreement (thebusiness combination with certain companies affiliated with Sagicor Group Jamaica Limited (collectively “Contribution AgreementSagicor”) whereby we added a portfolio of fiveall-inclusive resorts, two adjacent oceanfront developable land sites with JCSD Trustees Services Limited, a company incorporated under the lawspotential density of Jamaica, X Fund Properties Limited, a company incorporated under the lawsup to 700 rooms and all of Jamaica, Sagicor Pooled Investment Funds Limited, a company incorporated under the laws of Jamaica, and Sagicor Real Estate X Fund Limited, a company incorporated under the laws of JamaicaSagicor’s rights to “The Jewel” hotel brand (collectively the “Sagicor PartiesAssets”). The Contribution Agreement provides that, subject toresorts included in the satisfaction or waiverportfolio consist of certain customary and other closing conditions, the Sagicor Parties will contribute to a subsidiary of the Company a portfolio of all-inclusive resorts in Jamaica, two adjacent developable land sites and a management contract for an all-inclusive resort (the “Jamaica Assets”) in exchange for consideration consisting of, subject to adjustment pursuant to the Contribution Agreement, 20 million of the Company’s ordinary shares and $100 million in cash (such transaction, the “Sagicor Contribution”). The Company’s obligation to close the Sagicor Contribution is subject to the entry by the Company or its nominee into a franchise agreement, relating to the495-room Hilton Rose Hall Resort with Hilton Worldwide Franchising LP on terms& Spa, the268-room Jewel Runaway Bay Beach & Golf Resort, the250-room Jewel Dunn’s River Beach Resort & Spa, the225-room Jewel Paradise Cove Beach Resort & Spa and conditions acceptable tothe217-room Jewel Grande Montego Bay Resort & Spa (where we own 88 rooms and manage 129 rooms). Previously, the Company in its sole discretion. Each party’s obligation to closeresorts we acquired from Sagicor were managed by an external third-party but we assumed management of these resorts upon the Sagicor Contribution is subject to certain other conditions provided in the Contribution Agreement. The closing of the Sagicor Contribution is expected to occur in the second quarter of 2018.

In connection with the Contribution Agreement, the Company has agreed to nominate two individuals designated bytransaction. Consideration for the Sagicor Parties for election to the BoardAssets consisted of 20,000,000 of our Ordinary Shares and $93.1 million in connection with the consummation of thecash.

Contribution (the “Sagicor Director Nominees”). These individuals, Christopher W. Zacca and Richard O. Byles, are nominated in this proxy statement for appointment at the AGM by our shareholders in “Item 2. – Appointment of Directors,” and will be appointed to the Board subject to the following conditions: (1) the approval by our shareholders at the AGM of the amendment to our Articles of Association to remove the current limit on the number non-executive directors on the Board, as described in “Item 1. – Amendment of Articles of Association and Authorization to Implement Such Amendment”; (2) the appointment of the Sagicor Director Nominees by our shareholders at the AGM; and (3) the consummation of the Sagicor Contribution. Assuming satisfaction of the above conditions, the Sagicor Director Nominees will be appointed to the Board effective upon the consummation of the Sagicor Contribution.

OUR STATUS AS AN EMERGING GROWTH COMPANY

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we are eligible for certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions include reduced disclosure obligations regarding executive compensation in proxy statements and no requirement toconduct “say-on-pay” votes.

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following September 16, 2020, the fifth anniversary of Pace’s initial public offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held bynon-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion innon-convertible debt during the prior three-year period.

MATTERS TO BE VOTED UPON

Item 1. Amendment to our 2017 Plan to increase the number of Articlesshares available for issuance thereunder by 8,000,000 shares to a total of Association and authorization to implement such amendment12,000,000 shares

At the AGM, our shareholders will be asked to approve an amendment to our 2017 Plan (the “Amendment”) which will increase the number of Ordinary Shares authorized and available for issuance under the 2017 Plan by 8,000,000 shares to a total of 12,000,000 shares. No other changes to the 2017 Plan are proposed. A copy of the Amendment is attached to this Proxy Statement as Annex A.

The Amendment was adopted by our Board on February 21, 2019, subject to shareholder approval at the AGM. Currently, the 2017 Plan provides that the maximum number of shares available for issuance thereunder is 4,000,000 Ordinary Shares. If our shareholders do not approve the Amendment, the 2017 Plan will continue in effect (without giving effect to the Amendment), and we will be subject to the current share limit set forth in the 2017 Plan. Because certain of our Articlesdirectors and executive officers are eligible to receive awards under the 2017 Plan, such directors and executive officers may be considered to have an interest in this proposal.

Rationale for the Amendment

The purpose of Association. Currently,the 2017 Plan is to allow the Company to design and grant equity-based awards that will attract, retain and motivate our executive officers and other employees, while aligning their interests with those of our shareholders. As of April 3, 2019, only 23,244 shares remained available for future grants under the 2017 Plan. If the shareholders do not approve the Amendment, the Compensation Committee will not have sufficient shares available under the 2017 Plan to attract, retain and motivate employees, and the Compensation Committee will instead have to rely entirely on cash compensation to accomplish these goals. Our Compensation Committee and our Board believes that this share increase will provide a sufficient number of shares for several years which is essential to the Company’s long-term growth and success as equity awards better align the interests of our key employees with those of our shareholders.

Material Features of the 2017 Plan

Our Board adopted, in connection with the consummation of the Pace Business Combination, the 2017 Plan for the purpose of (a) providing eligible persons with an incentive to contribute to our success and to operate and manage our business in a manner that will provide for our long-term growth and profitability to benefit our shareholders and other important stakeholders, including employees and customers, and (b) providing a means of obtaining, rewarding and retaining key personnel. The 2017 Plan provides for the grant of options to purchase our Ordinary Shares, share awards (including restricted shares and share units), share appreciation rights, performance shares or other performance-based awards, unrestricted shares, dividend equivalent rights, other equity-based awards and cash bonus awards. Initially, we reserved a total of 4,000,000 Ordinary Shares for issuance pursuant to the 2017 Plan, subject to certain adjustments set forth in the 2017 Plan. If the Amendment is approved by the shareholders, the number of Ordinary Shares reserved for issuance under the 2017 Plan will increase by 8,000,000 to a total of 12,000,000 shares.

Administration of the 2017 Plan. The 2017 Plan is administered by our Compensation Committee, and our Compensation Committee determines all terms of awards under the 2017 Plan. Each member of our Compensation Committee that administers the 2017 Plan isa “non-employee director” within the meaning ofRule 16b-3 of the Exchange Act, and, if applicable, an “outside director” within the meaning of Section 162(m) of the Code, and an independent director in accordance with the rules of NASDAQ. Our Compensation Committee also determines who will receive awards under the 2017 Plan, the type of award and its terms and conditions and the number of Ordinary Shares subject to the award, if the award is equity-based. Our Compensation Committee also interprets the provisions of the 2017 Plan. Our Board may also appoint one or more committees of our Board, each composed of one or more of our directors, which may administer the 2017

Plan with respect to grantees who are not “officers,” as defined inRule 16a-1(f) under the Exchange Act, or directors. Our Board from time to time may exercise any or all of the powers and authorities related to the administration and implementation of the 2017 Plan as our Board determines, consistent with our Articles of Association limitand Board Rules and applicable laws. References below to our Compensation Committee include a reference to our Board or another committee appointed by our Board for those periods in which our Board or such other committee appointed by our Board is acting.

Eligibility. All of our employees, executive officers and directors, and the employees, officers and directors of our subsidiaries and affiliates are eligible to receive awards under the 2017 Plan. In addition, consultants and advisors (who are natural persons) currently providing services to us or to one of its subsidiaries or affiliates, and any other person whose participation in the 2017 Plan is determined by our Compensation Committee to be in its best interests may receive awards under the 2017 Plan.

Share Authorization. Currently, the number of non-executive directors onOrdinary Shares that may be issued under the Board2017 Plan is 4,000,000. If the Amendment is approved by our shareholders, then this number will increase to ten. We believe this provision unnecessarily restricts12,000,000 shares. If any of our abilityOrdinary Shares covered by an award are not purchased or are forfeited or expire, or if an award otherwise terminates without delivery of any of our Ordinary Shares or is settled in cash in lieu of our Ordinary Shares, the Ordinary Shares subject to add additional non-executive directors when in the best interestssuch awards will again be available for purposes of the Company, including in connection with a strategic transaction, such as2017 Plan. The number of our Ordinary Shares available for issuance under the nomination2017 Plan will not be increased by the number of the Sagicor Director Nomineesour Ordinary Shares (i) tendered, withheld, or subject to an award surrendered in connection with the Sagicor Contribution. In orderpurchase of our Ordinary Shares or upon exercise of an option, (ii) that were not issued upon the net settlement or net exercise of a share-settled share appreciation right, (iii) deducted or delivered from payment of an award in connection with our tax withholding obligations, or (iv) purchased by us with proceeds from option exercises.

The maximum number of Ordinary Shares subject to increaseoptions or share appreciation rights that can be issued under the 2017 Plan to any person, other thana non-employee director, is 1,200,000 Ordinary Shares in any single calendar year. The maximum number of Ordinary Shares that can be issued under the 2017 Plan to any person (other thana non-employee director) other than pursuant to an option or share appreciation right is 1,200,000 Ordinary Shares in any single calendar year. The maximum fair market value of our flexibilityOrdinary Shares that may be granted under the 2017 Plan pursuant to expandawards in any single calendar year toany non-employee director is $500,000. The maximum amount that may be paid as a cash-settled performance-based award for a performance period of 12 months or less to any one person is $3,000,000 and the compositionmaximum amount that may be paid as a cash-settled performance-based award for a performance period of greater than 12 months to any one person is $9,000,000.

Share Usage. Ordinary Shares that are subject to awards will be counted as of the Board, we are requesting shareholdersgrant date for purposes of calculating the number of shares available for issuance under the 2017 Plan. The maximum number of sharesissuable under a performance share grant will be counted against the share issuance limit under the 2017 Plan as of the grant date, but such number will be adjusted to resolveequal the actual number of shares issued upon settlement of the performance shares to the extent different from the maximum number of shares.

Minimum Vesting Period. Except with respect to a maximum of 5% of the Ordinary Shares authorized for issuance under the 2017 Plan, as described above, no award will provide for vesting which is any more rapid than vesting on the one year anniversary of the grant date of the award or, with respect to awards that Article 15.1vest upon the attainment of our Articles of Associationperformance goals, a performance period that is less than twelve months.

No Repricing. Except in connection with certain corporate transactions involving the Company: (x) outstanding options or share appreciation rights may not be amended to readreduce the exercise price of the option or share appreciation right, (y) outstanding options or share appreciation rights may not be canceled in exchange for or substitution of options or share appreciation rights with an exercise price that is less than the exercise price of the original options or share appreciation rights, and (z) outstanding options or share appreciation rights with an exercise price above the current share price may not be canceled in exchange for cash or other securities.

Options. The 2017 Plan authorizes our Compensation Committee to grant incentive share options (under Section 422 of the Code) and options that do not qualify as follows:incentive share options. The exercise price of each option will be determined by our Compensation Committee, provided that the price cannot be less than 100% of the fair market value of the Ordinary Shares on the date on which the option is granted. If we were to grant incentive share options to any 10% shareholder, the exercise price may not be less than 110% of the fair market value of its Ordinary Shares on the date of grant.

The term of an option cannot exceed 10 years from the date of grant. If we were to grant incentive share options to any 10% shareholder, the term cannot exceed five years from the date of grant. Our Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised.

The exercise price for any option or the purchase price for restricted shares is generally payable (1) in cash or cash equivalents, (2) to the extent the award agreement provides and subject to certain limitations set forth in the 2017 Plan, by the surrender of Ordinary Shares (or attestation of ownership of such shares) with an aggregate fair market value on the date on which the option is exercised equal to the exercise or purchase price, (3) with respect to an option only, to the extent the award agreement provides and subject to certain limitations set forth in the 2017 Plan, by payment through a broker in accordance with procedures established by us or (4) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable laws, including by withholding Ordinary Shares that would otherwise vest or be issuable in an amount equal to the exercise or purchase price and the required tax withholding amount.

Share Awards.The Company2017 Plan also provides for the grant of share awards (which includes restricted shares and share units). A share award may be subject to restrictions on transferability and other restrictions as our Compensation Committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as our Compensation Committee may determine. Unless our Compensation Committee provides otherwise in an award agreement, a participant who receives restricted shares will have the right to vote and the right to receive dividends or distributions on the shares, except that our Compensation Committee may require any dividends to be reinvested in shares, which may or may not be subject to the same vesting conditions and restrictions as the vesting conditions and restrictions applicable to such restricted shares. Dividends paid on restricted shares which vest or are earned based upon the achievement of performance goals will not be deemed vested unless the performance goals for such restricted shares are achieved, and if such performance goals are not achieved, the participant will promptly forfeit and repay to us any such dividend payments. A participant who receives share units will have no rights as one of our shareholders.

Our Compensation Committee may provide in an award agreement that a participant who receives share units will be entitled to receive, upon our payment of a cash dividend, a cash payment for each such share unit which is equal tothe per-share dividend paid on our Ordinary Shares. Dividends paid on share units that vest or are earned based upon the achievement of performance goals will not vest unless such performance goals for such share units are achieved, and if such performance goals are not achieved, the participant will promptly forfeit and repay to us such dividend payments. An award agreement also may provide that such cash payment will be deemed reinvested in additional share units at a price per unit equal to the fair market value of an ordinary share on the date on which such cash dividend is paid.

During the period, if any, when share awardsare non-transferable or forfeitable, a grantee is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating or otherwise encumbering or disposing of his or her share awards. Unless our Compensation Committee provides otherwise in an award agreement, or in another agreement with a grantee, upon the termination of the grantee’s service with us, any share awards that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, will immediately be deemed forfeited.

Share Appreciation Rights. The 2017 Plan authorizes our Compensation Committee to grant share appreciation rights that provide the recipient with the right to receive, upon exercise of the share appreciation right, cash, Ordinary Shares or a combination of the two. The amount that the recipient will receive upon exercise of the share appreciation right generally will equal the excess of the fair market value of our Ordinary Shares on the date of exercise over the fair market value of our Ordinary Shares on the date of grant. Share appreciation rights will become exercisable in accordance with terms determined by our Compensation Committee. Share appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a share appreciation right cannot exceed 10 years from the date of grant.

Performance-Based Awards. The 2017 Plan also authorizes our Compensation Committee to grant performance-based awards, which are awards of options, share appreciation rights, restricted shares, share units, performance shares, other equity-based awards or cash made subject to the achievement of performance goals over a performance period specified by our Compensation Committee. Our Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance-based award. Performance goals may relate to our financial performance, the grantee’s performance or such other criteria determined by our Compensation Committee. If the performance goals are met, performance-based awards will be paid in cash, Ordinary Shares or a combination thereof.

Unrestricted Shares and Other Equity-Based Awards. Subject to the minimum vesting period described above, our Compensation Committee may, in its sole discretion, grant (or sell at the par value of an ordinary share or at such other higher purchase price as determined by our Compensation Committee) an award to any grantee pursuant to which such grantee may receive Ordinary Shares under the 2017 Plan that are free of any restrictions. Awards of unrestricted shares may be granted or sold to any grantee in respect of service rendered or, if so provided in the related award agreement or a separate agreement, to be rendered by the grantee to us or one of its affiliates or other valid consideration, in lieu of or in addition to any cash compensation due to such grantee. Our Compensation Committee may also grant awards in the form of other equity-based awards, which are awards that represent a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, our Ordinary Shares, as deemed by our Compensation Committee to be consistent with the purposes of the 2017 Plan, subject to terms and conditions determined by our Compensation Committee.

Dividend Equivalent Rights. Our Compensation Committee may grant dividend equivalent rights in connection with the grant of certain equity-based awards. A dividend equivalent right is an award entitling the recipient of the award to receive credits based on cash distributions that would have been paid on the Ordinary Shares specified in such dividend equivalent right if such shares had been issued to and held by the recipient of such dividend equivalent right as of the record date. Dividend equivalent rights may be paid currently (with orwithout being subject to forfeiture or a repayment obligation) or may be deemed reinvested in additional Ordinary Shares, which may thereafter accrue additional dividend equivalent rights, as specified in an award agreement. Dividend equivalent rights may be payable in cash, Ordinary Shares or a combination of the two. Our Compensation Committee will determine the terms of any dividend equivalent rights. No dividend equivalent rights can be granted in tandem with an option or share appreciation right.

Forfeiture; Recoupment. Our Compensation Committee may reserve the right in an award agreement for an award granted pursuant to the 2017 Plan to cause a forfeiture of any gain realized by the grantee of the award to the extent the grantee is in violation or breach of or in conflict with certain agreements with us (including but not limited to an employmentor non-competition agreement) or any obligation to us (including but not limited to a confidentiality obligation). Our Compensation Committee may annul an outstanding award if the grantee’s employment with us is terminated for “cause” as defined in the 2017 Plan, the applicable award agreement, or any other agreement between us and the grantee. Awards are also subject to mandatory repayment by the grantee to the extent the grantee is or becomes subject to (i) any clawback or recoupment policy adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or (ii) any law, rule or regulation which imposes mandatory recoupment.

Change in Control. If we experience a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (1) except for performance-based awards, all restricted shares, share units and dividend equivalent rights will be deemed to have vested and the underlying Ordinary Shares will be deemed delivered immediately before the change in control; and (2) at our Compensation Committee’s discretion, either all options and share appreciation rights will become exercisable fifteen days before the change in control (with any exercise of an option or share appreciation right during such fifteen day period to be contingent upon the consummation of the change in control) and terminate upon the change in control to the extent not exercised, or all options, share appreciation rights, restricted shares, share units and/or dividend equivalent rights will be canceled and cashed out in connection with the change in control.

In the case of performance-based awards, if less than half of the performance period has lapsed, the award will be treated as though target performance has been achieved. If at least half of the performance period has lapsed, actual performance to date will be determined as of a date reasonably proximal to the date of the consummation of the change in control, as determined by our Compensation Committee in its sole discretion, and that level of performance will be treated as achieved immediately prior to the occurrence of the change in control. If our Compensation Committee determines that actual performance is not determinable, the award will be treated as though target performance has been achieved. Any awards that arise after performance is determined in accordance with this paragraph will be treated as set forth in the preceding paragraph. Other equity-based awards will be governed by the terms of the applicable award agreement.

If we experience a change in control in which outstanding awards that are not exercised prior to the change in control will be assumed or continued by the surviving entity, then, except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing, upon the occurrence of the change in control, the 2017 Plan and the awards granted under the plan will continue in the manner and under the terms so provided in the event of the change in control to the extent that provision is made in writing in connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards with new awards, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and share appreciation rights.

In summary, a change in control under the 2017 Plan occurs if:

b.

one substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any “person” or more Non-Executive Directors, being primarily charged with“group” (within the supervisionmeaning of Sections 13(d) and 14(d)(2) of the performance of the duties of the Directors.

The Board of Directors shall be composed of individuals.Exchange Act); or

In Dutch:

De Vennootschap heeft een Bestuur dat bestaat uit:

Het Bestuur bestaat uit natuurlijke personen.Adjustments for

A copy Share Splits and Similar Events. If the number of our Ordinary Shares is increased or decreased or our Ordinary Shares are changed into or exchanged for a different number of our Ordinary Shares or kind of our capital stock or other securities on account of any recapitalization, reclassification, share split, reverse share split, spinoff, combination of shares, exchange of shares, share dividend or other distribution payable in capital stock and certain other events, our Compensation Committee will make adjustments in the manner and to the extent it considers appropriate and equitable to the grantees and consistent with the terms of the 2017 Plan to the number and kind of shares that may be issued under the 2017 Plan, the individual limitations on awards described above proposaland the number and kind of shares subject to outstanding awards.

Amendment or Termination. Our Board may amend, suspend or terminate the 2017 Plan at any time; provided that no amendment, suspension or termination may adversely impair the rights of grantees under outstanding awards without the grantees’ consent. Our shareholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. The 2017 Plan has a term of ten years but may be terminated by our Articles of Association is available free of chargeBoard at our registered office inany time, subject to the Netherlands at Prins Bernhardplein 200 1097 JB Amsterdam, the Netherlands.

If shareholders approve the above amendment to our Articles of Association, such resolution shall include the granting of authorization to each civil law notary, candidate civil law notary and lawyer working with NautaDutilh N.V., our Dutch legal counsel, to execute the Dutch notarial deed of amendment to our Articles of Association in order to implement such resolution.preceding sentences.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required to amend our Articles of Association.approve the Amendment. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” the amendment ofAmendment to our Articles of Association2017 Plan as described above, (including the authorization of NautaDutilh N.V.to effect such amendment as described above), and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 2. Appointment of Directors

Our Board currently consists of eighttwelve directors, each of whom is either an executive director or anon-executive director pursuant to applicable Dutch law, and two interim non-executive directors. In this proxy statement, our interim directors will also be referred to as “directors” or as “non-executive directors”. In addition, sixlaw. Six of our directors were designated to the Board pursuant to the Shareholder Agreement, dated as of March 10, 2017 (the ““2017Shareholder Agreement”), by and among Porto Holdco B.V., TPG Pace Sponsor, LLC (“Pace Sponsor”), HI Holdings Playa B.V. (“HI Holdings Playa”), Cabana Investors B.V. and Playa Four Pack, L.L.C. (together, with Cabana Investors B.V., “Cabana”). Pursuant to the 2017 Shareholder Agreement, three of our directors were designated by Pace Sponsor, an affiliate of TPG Global, LLC (“TPG”), two of our directors were designated by Cabana, an affiliate of Farallon Capital Management, L.L.C. (“Farallon”), and one of our directors was designated by HI Holdings, Playa, an affiliate of Hyatt Hotels Corporation (“Hyatt”). In addition, two of the director nominees included in this proxy statementour directors were designated by the Sagicor Parties. Such Sagicor Director Nominees will be appointed to the Board, subjectpursuant to the following conditions: (1)Shareholder Agreement dated as of May 31, 2018 between the approval byCompany and JSCD Trustees Services Limited (“JSCD”) and X Fund Properties Limited (“XFUND”), both of whom are affiliates of Jamziv Mobay Jamaica Portfolio Limited (“Jamziv”), the record holder of 20,000,000 of our shareholders at the AGM of the amendment to our Articles of Association to remove the current limit on the number non-executive directors on the Board, as described inOrdinary Shares (the “Item 1. – Amendment of Articles of Association and Authorization to Implement Such Amendment2018 Shareholder Agreement”; (2) the appointment of the Sagicor Director Nominees by our shareholders at the AGM; and (3) the consummation of the Sagicor Contribution. Assuming satisfaction of the above conditions, the Sagicor Director Nominees will be appointed to the Board effective upon the consummation of the Sagicor Contribution.).

Consistent with Dutch law and the Company’s Articles of Association, executive directors andnon-executive directors are appointed at the AGM from a binding nomination proposed by the Board. The proposed candidate specified in a binding nomination shall be appointed provided that the requisite quorum is represented in person or by proxy at the AGM, unless the nomination is overruled at the AGM by a resolution against the appointment of the candidate adopted by a simple majority of the votes cast, provided such majority represents more than half of the issued share capital. In such event, a new nomination will be made by the Board.

If appointed, each director will serve until his or her successor is appointed or, if earlier, upon such director’s resignation, removal or death or the expiration of his or her term of office as described below. In accordance with the recommendation of the Company’s Nominating and Governance Committee, the Board has unanimously adopted resolutions to make the following binding nominations:

2020.

The Board recommends a vote“FOR” “FOR” the appointment of each director.

Each of the proposed appointments is considered a separate voting item under Dutch law. Set forth below is information regarding each director nominee’s age, principal occupation, tenure with the Company, business experience, other director positions currently held or held at any time during the past five years, and the specific experience, qualifications, attributes or skills that led to the conclusion by the Board that such person should serve as one of our directors. Ages are given as of the date of the AGM. Each nominee is currently on the Board as either a director or an interim director, and each has consented to act as a director of Playa if appointed at the AGM.

Bruce D. Wardinski, 58,59, has served as our Chairman and Chief Executive Officer since the consummation of the Pace Business Combination on March 11,12, 2017. Mr. Wardinski previously served as our Predecessor’s Chief Executive Officer and a director of our Predecessor since August 2013 and previously served on the board of directors of our Predecessor’s prior parent. In 2006, Mr. Wardinski founded our Predecessor’s prior parent and served as its Chief Executive Officer and Chairman of its board of directors from May 2006 to August 2013. From June 2002 to December 2010, Mr. Wardinski served as Chief Executive Officer of Barceló Crestline and served as founding chairman of our Predecessor’s board of directors. From 1998 to 2002, Mr. Wardinski was Chairman, President and Chief Executive Officer of Crestline Capital Corporation (NYSE: CLJ). Mr. Wardinski

served as a member of the Executive Commission of Barceló Corporación Empresarial of Palma de Mallorca, Spain from 2004 to 2010. Mr. Wardinski was Senior Vice President and Treasurer of Host Marriott Corporation (NYSE: HMT), a hotel asset management company, from 1996 to 1998. Before this appointment, he served in various other capacities with Host Marriott and Marriott Corporation from 1987 to 1996. In 2003, Mr. Wardinski formed Highland Hospitality Corporation (NYSE: HIH), where he served as Chairman of its board of directors until the sale of the company in 2007. Prior to joining Host Marriott and Marriott Corporation, Mr. Wardinski worked for Price Waterhouse (now PricewaterhouseCoopers) in Washington D.C., and Goodyear International in Caracas, Venezuela. Mr. Wardinski graduated with honors from the University of Virginia with a Bachelor of Science in Commerce and from the Wharton School of Business at the University of Pennsylvania with an MBA in Finance. Mr. Wardinski was a founding member and currently serves as Chairman of the ServiceSource Foundation, anot-for-profit advocacy group representing people with disabilities. In addition, Mr. Wardinski serves on the boards of directors of DiamondRock Hospitality (NYSE: DRH), the Wolf Trap Foundation for the Performing Arts, the George Mason University Foundation, Inc. and the Board of Advisors of the College of Business at James Madison University. Mr. Wardinski’s significant expertise in the lodging industry and his role as our Chief Executive Officer led us to conclude that he should serve on the Board.

Richard O. Byles, 68, was designated by the binding nomination of Sagicor pursuant to the 2018 Shareholder Agreement and has served as anon-executive director since June 1, 2018. Mr. Byles currently serves as the Chairman of the Sagicor Group. Prior to being appointed Chairman, Mr. Byles served as President and CEO of the Sagicor Group from 2004 until 2017. Under his leadership as President and CEO, the Sagicor Group grew and evolved through a series of acquisitions, including Pan Caribbean Investments Limited and First Life Insurance Company Limited in 2004, the Blue Cross Jamaica health insurance portfolio in 2009, and in 2014, the banking operations of RBC Jamaica. Prior to his tenure at Sagicor Group Jamaica Limited, Mr. Byles was the President and CEO of Pan Jam Investment Limited (“Pan Jam”). In addition, Mr. Byles is the current Chairman of Red Stripe Jamaica (Desnoes and Geddes), a Director of Pan Jam and a member of Council of the University of the West Indies. He is the formerCo-Chairman of Jamaica’s Economic Programme Oversight Committee (EPOC) which has been charged with oversight of the implementation of the International Monetary Fund Agreement with the Government of Jamaica since 2013. Mr. Byles holds a BSc. in Economics from the University of the West Indies and a MSc. in National Development from the University of Bradford, England. In June 2016, he was awarded the Doctor of Business degree,honoris causa,from the University College of the Caribbean. Mr. Byles’ extensive management experience and expertise led us to conclude that he should serve on the Board.

Charles Floyd, 59, was designated by the binding nomination of HI Holdings pursuant to the 2017 Shareholder Agreement and has served as anon-executive director since May 10, 2018. Mr. Floyd previously served as a director of our Predecessor, from February 2016 through the consummation of the Pace Business Combination. Mr. Floyd was appointed Executive Vice President, Global President of Operations of Hyatt in August 2014. In this role, Mr. Floyd is responsible for the successful operation of all Hyatt hotels globally. Mr. Floyd is also responsible for Hyatt’s global development including new management and franchise agreements. The Group Presidents for each of Hyatt’s three regions report to Mr. Floyd. Prior to his current role, Mr. Floyd was Executive Vice President, Group President-Global Operations Center at Hyatt. From January 2006 through September 2012, Mr. Floyd served as Hyatt’s Chief Operating Officer-North America. In that role he was responsible for management of Hyatt’s full-service hotels and resorts as well as the Hyatt Place and the Hyatt House brands in the United States, Canada, and the Caribbean. In addition, he oversaw Hyatt Residential Group, Inc. (formerly known as Hyatt Vacation Ownership, Inc.) and the Franchise Owner Relations Group, which supports both full service and select service and extended stay franchisees. He also oversaw various corporate functions for North America, including sales, human resources, product and design, rooms, food and beverage, and engineering. Since joining Hyatt in 1981, Mr. Floyd has served in a number of other senior positions, including Executive Vice President-North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles. Mr. Floyd also serves on the Board of Directors of Kohl’s Department Store. Mr. Floyd holds a Bachelor of Arts degree from Florida State University and an MBA from Kellogg School of Management at Northwestern University. Mr. Floyd’s extensive experience managing multiple operations within a large multinational hospitality corporation led us to conclude that he should serve on our Board.

Richard B. Fried,50,51, was designated by the binding nomination of Cabana pursuant to the 2017 Shareholder Agreement and has served as anon-executive director since May 10, 2018. Previously he served as an interim non-executive director sincefrom December 31, 2017. Mr. Fried is a managing member and head of the real estate group at Farallon, an investment management company that he has been with since 1995. Before joining Farallon, he worked as a Vice President in the acquisitions department at Security Capital Industrial Trust, a real estate investment trust specializing in industrial properties. Mr. Fried also currently serves as a board member of Hudson Pacific Properties, Inc., a publicly traded real estate investment trust. In addition, Mr. Fried served from 2008 to 2013 as a board member of Playa Hotels & Resorts, S.L., a predecessor of the Company. Mr. Fried graduated cum laude with a B.S. in Economics and a B.A. in History from the University of Pennsylvania. Mr. Fried’s investment management experience led us to conclude that he should serve on the Board.

Gloria Guevara, 50,52, was designated by the binding nomination of Pace Sponsor pursuant to the 2017 Shareholder Agreement and has served as anon-executive director since May 10, 2018. Previously she served as an interim non-executive director sincefrom July 27, 2017. Ms. Guevara has more than 25 years of experience working in travel and tourism in both the private and public sectors. Since August 2017, Ms. Guevara has served as President and CEO of the World Travel and Tourism Council. Ms. Guevara served as Special Advisor on Government Affairs at the Harvard School of Public Health’s Center of Health and Environmental Health, where she advised governments on effective strategies to grow sustainable tourism, and is a member of the World Economic Forum Global Agenda Council taskforce for Travel and Tourism. She has also served since 2015 as a consultant at Guevara Manzo Corp. Previously, Ms. Guevara served from 2010 to 2012 as the Secretary of Tourism for Mexico, and the CEO of the Mexico Tourism Board, appointed by President Felipe Calderon. From 1995 to 2010, Ms. Guevara also worked for Sabre Travel Network and Sabre Holdings, including from 2005 to 2010 as CEO of Sabre Mexico, a joint venture between Aeromexico, Mexicana, and Sabre Holdings. Ms. Guevara’s experience as a proven and well-rounded executive with an international and multicultural perspective led us to conclude that she should serve on the Board.

Daniel J. Hirsch, 44,45, has served as anon-executive director since the consummation of the Pace Business Combination on March 11,12, 2017 and was designated by the binding nomination of Cabana pursuant to the 2017 Shareholder Agreement. Mr. Hirsch previously served as a director of our Predecessor from 2013 until the consummation of

the Pace Business Combination and also served on the board of directors of our Predecessor’s prior parent from June 2011 to August 2013. Mr. Hirsch was appointed to our Predecessor’s board of directors by the binding nomination of Cabana pursuant to the terms of that certain investors agreement between our Predecessor and its initial shareholders. Mr. Hirsch currently serves as an advisor to FP (as defined below) and FCM. Mr. Hirsch joined Farallon Partners, L.L.C. (“FP”) and FCM in 2003, was a Managing Director from 2007 to 2009, and was a Managing Member, Real Estate, from 2009 through his resignation from Farallon on December 31, 2016. BeforeSince June 21, 2018, Mr. Hirsch has served on the board of directors of the Macerich Company (NYSE: MAC). Prior to joining Farallon, Mr. Hirsch worked as an associate in the San Francisco office of the law firm Covington & Burling. Mr. Hirsch graduated from Yale Law School with a J.D., and Summa Cum Laude with a Bachelor of Arts in Law, Jurisprudence and Social Thought from Amherst College. Mr. Hirsch’s investment management experience led us to conclude that he should serve on the Board.

Hal Stanley Jones, 65,66, has served as anon-executive director since the consummation of the Pace Business Combination on March 11,12, 2017. Mr. Jones previously served as a director of our Predecessor since 2013. Mr. Jones previously served as a director of our Predecessor since 2013. Mr. Jones served as Chief Financial Officer of Graham Holdings Company (NYSE: GHC), a diversified education and media company from 2013 until 2017. From 1989 until 2013, Mr. Jones worked in various capacities at The Washington Post Company (NYSE: WPO), an American daily newspaper, the most widely circulated newspaper published in Washington, D.C. From January 2009 to September 2013, he served as the Senior Vice President-Finance and Chief Financial Officer. From January 2008 to December 2009 he served as the President and Chief Executive Officer of Kaplan Professional, a subsidiary of The Washington Post Company. From 2003 to 2006 he served as the Chief Operating Officer of Kaplan International, a subsidiary of The Washington Post Company. Prior to joining The Washington Post Company, Mr. Jones worked for Price Waterhouse (now PricewaterhouseCoopers) from 1977

to 1988. In addition, Mr. Jones serves on the board of directors of Studio Theatre, anon-profit organization in Washington, D.C. Mr. Jones received a Bachelor of Arts in Political Science from the University of Washington and an MBA in Finance from the University of Chicago Graduate School of Business. Mr. Jones’ experience as the chief financial officer of a public company led us to conclude that he should serve on the Board.

Thomas Klein, 56,57, has served as anon-executive director since the consummation of the Pace Business Combination on March 11,12, 2017 and was designated by the binding nomination of Pace Sponsor pursuant to the 2017 Shareholder Agreement. Mr. Klein is the former presidentcurrently a Managing Partner at Certares Management LLC and formerly served as a director, President and CEO of Sabre Corporation, a technology solutions provider to the global travel and tourism industry headquartered in Southlake, Texas. Sabre provides a broad suite of innovative technology to airlines, hotels, travel agencies and travel management organizations. He retired from Sabre at the end of December 2016 following 28 years with the company. Prior to taking the helm of Sabre as President in 2010 and additionally as CEO in 2013, Mr. Klein served in a number of leadership roles at Sabre, including group president of Sabre Travel Network and Sabre Airline Solutions. His first role with Sabre was leading a Sabre joint venture in Mexico. Before joining Sabre, Mr. Klein held sales, marketing, and operations roles at American Airlines and Consolidated Freightways, Inc. In 2006 and 2007, he was recognized by Business Travel News as one of the industry’s “25 Most Influential Executives.” Mr. Klein serves on the board of directors of Cedar Fair Entertainment. He also sits on the board of trustees at Villanova University. In 2010, he was appointed to the board of directors of Brand USA by the U.S. Secretary of Commerce and currently servescompleted his board service in 2017 as chairChairman of the board.Board. He was previously a member of the executive committee for the World Travel & Tourism Council (2009-2016) and was appointed to the U.S. President’s Advisory Council for Doing Business in Africa. Mr. Klein earned his Bachelor of Science degree in business administration from the Villanova School of Business in 1984. Mr. Klein’s travel technology industry expertise and leadership experience led us to conclude that he should serve on the Board.

Elizabeth Lieberman, 67,68, has served as anon-executive director since the consummation of the Pace Business Combination on March 11,12, 2017. Ms. Lieberman was previously identified as a director nominee to our Predecessor’s board of directors and attended board meetings of our Predecessor from March 2015 through the Pace Business Combination. From March 2015 to March 2017, Ms. Lieberman attended board meetings and received an annual cash retainer of $60,000 as if she were already appointed to our Predecessor’s board of directors. Ms. Lieberman has an extensive background in the hospitality industry, and served as Senior Vice President, Corporate Secretary and

General Counsel of Crestline Hotels & Resorts, Inc. (“Crestline Hotels”) and Barceló Crestline from 2004 until retiring in 2006. She provided consulting services to Crestline Hotels during 2006 to 2008, and returned as Executive Vice President, Corporate Secretary and General Counsel in 2009 until her retirement in 2012. As General Counsel at Crestline Hotels, she provideda hands-on approach to executive leadership and legal oversight of corporate, finance, owner relations and hotel operations matters. Prior to her appointment as General Counsel in 2004, she served as Associate General Counsel for Crestline Hotels and Barceló from 2002 to 2004, and Crestline Capital Corporation from 1998 to 2002, prior to its acquisition by Barceló. Ms. Lieberman was an Assistant General Counsel at Host Marriott, heading up the law department’s asset management division, from 1995 untilthe spin-off of Crestline Capital Corporation by Host Marriott in 1998. Before joining Host Marriott, she served as attorney on the hotel acquisitions/development and hotel operations legal teams at Marriott International (formerly known as Marriott Corporation) from 1988 to 1995. Prior to joining Marriott, Ms. Lieberman worked at the Washington D.C. law firm of Cleary Gottlieb Steen & Hamilton from 1985 to 1988. Ms. Lieberman earned a B.S. degree in Sociology from Nebraska Wesleyan University in Lincoln, Nebraska, and a J.D. from The Catholic University of America, Columbus School of Law in Washington, D.C. She is a member of the Washington, D.C. Bar Association. Ms. Lieberman’s experience as general counsel in the lodging industry led us to conclude that she should serve on the Board.

Karl Peterson, 47,48, has served as a director since the consummation of the Pace Business Combination on March 11,12, 2017 and was designated by the binding nomination of Pace Sponsor pursuant to the 2017 Shareholder Agreement. Mr. Peterson served as the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer of Porto Holdco B.V. from January 2017 until consummation of the Pace Business

Combination and as President and CEO of Pace since its inception. Mr. Peterson is a Senior Partner of TPG and is the Managing Partner of TPG Pace Group, TPG’s newly formed effort to sponsor SPACs and other permanent capital solutions for companies. Since rejoining TPG in 2004, Mr. Peterson has led investments for the firm in technology, media, financial services and travel sectors and oversaw TPG’s European operations from 2010 until 2017. Prior to 2004, he was aco-founder and the president and chief executive officer of Hotwire.com. He led the business from its launch through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman, Sachs & Co. Mr. Peterson currently serves on the board of Sabre Corporation and TPG Pace Holdings, TES Global and Saxo Bank.Holdings. Mr. Peterson also served on the board of Caesars Acquisition Company from 2013 to 2017, Caesars Entertainment Corporation from 2008 to 2013 and Norwegian Cruise Line Holdings Ltd. from 2008 to 2016. Mr. Peterson is a graduate of the University of Notre Dame, where he earned a Bachelor’s of Business Administration Degree with High Honors. Mr. Peterson’s significant investment and financial expertise led us to conclude that he should serve on the Board.

Arturo Sarukhan, 54,55, has served as anon-executive director since the consummation of the Pace Business Combination on March 11,12, 2017. Mr. Sarukhan was previously identified as a director nominee to our Predecessor’s Board of directors and attended board meetings of our Predecessor from May 2015 through the Pace Business Combination. From May 2015 to March 2017, Mr. Sarukhan attended board meetings and received an annual cash retainer of $60,000 as if he were already appointed to our Predecessor’s board of directors. Since April 2014, Mr. Sarukhan has served as President of Sarukhan & Associates LLC. Mr. Sarukhan was the Chairman of Global Solutions, a strategy consulting firm, from 2013 to 2014, and prior to this he was a career Mexican diplomat, recently serving as Mexican Ambassador to the United States from 2007 to 2013. Mr. Sarukhan previously served as Mexico’s Consul General from 2003 to 2006, was the foreign policy coordinator of Felipe Calderon’s presidential campaign and transition team in 2006 and was designated chief of Policy Planning to Mexico’s secretary of Foreign Affairs from 2000 to 2003. Prior to this, Mr. Sarukhan served in the Embassy of Mexico to the United States, where he was in charge of the embassy’s Office of Antinarcotics from 1995 to 2000 and served as the Mexican ambassador’s chief of staff from 1993 to 1995, during the NAFTA negotiations. In 1991, he served as the deputy assistant secretary for Inter-American Affairs, representing Mexico at the Agency for the Prohibition of Nuclear Weapons in Latin America and the Caribbean and from 1988 to 1989, Mr. Sarukhan served as the executive secretary of the Commission for the Futureof Mexico-U.S. Relations, anon-governmental initiative funded by the Ford Foundation created to recast the relationship between the two countries. Mr. Sarukhan is a director of the Inter-American

Dialogue, the Americas Society, Aid for Aids International and The Washington Performing Arts Society. Mr. Sarukhan graduated from El Colegio de México with a Bachelor’s of Arts degree in International Relations and received a Master’s degree in U.S. Foreign Policy at the School of Advanced International Studies of Johns Hopkins University, where he studied as a Fulbright scholar and Ford Foundation Fellow. Mr. Sarukhan has also taught several courses at the Instituto Tecnológico Autónomo de México, the National Defense College, the Inter-American Defense College and the National Defense University of the United States. Mr. Sarukhan’s diplomatic experience, negotiation skillsand in-depth knowledge of the tourism sector in Mexico, Latin America and the Caribbean led us to conclude that he should serve on the Board.

Charles FloydChristopher W. Zacca, 58,59, was designated by the binding nomination of HI Holdings PlayaSagicor pursuant to the 2018 Shareholder Agreement. Mr. Floyd previouslyAgreement and has served as anon-executive director of our Predecessor, from February 2016 through the consummation of the Business Combination. Mr. Floyd was appointed Executive Vice President, Global President of Operations of Hyatt in August 2014. In this role, Mr. Floyd is responsible for the successful operation of all Hyatt hotels globally. Mr. Floyd is also responsible for Hyatt’s global development including new management and franchise agreements. The Group Presidents for each of Hyatt’s three regions report to Mr. Floyd. Prior to his current role, Mr. Floyd was Executive Vice President, Group President-Global Operations Center at Hyatt. From January 2006 through September 2012, Mr. Floyd served as Hyatt’s Chief Operating Officer-North America. In that role he was responsible for management of Hyatt’s full service hotels and resorts as well as the Hyatt Place and the Hyatt House brands in the United States, Canada, and the Caribbean. In addition, he oversaw Hyatt Residential Group, Inc. (formerly known as Hyatt Vacation Ownership, Inc.) and the Franchise Owner Relations Group, which supports both full service and select service and extended stay franchisees. He also oversaw various corporate functions for North America, including sales, human resources, product and design, rooms, food and beverage, and engineering. Since joining Hyatt in 1981, Mr. Floyd has served in a number of other senior positions, including Executive Vice President-North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles. Mr. Floyd also serves on the Board of Directors of Kohl’s Department Store. Mr. Floyd holds a Bachelor of Arts degree from Florida State University and an MBA from Kellogg School of Management at Northwestern University. Mr. Floyd’s extensive experience managing multiple operations within a large multinational hospitality corporation led us to conclude that he should serve on our Board.

Christopher W. Zacca, 58, was designated by the binding nomination of the Sagicor Parties pursuant to the Contribution Agreement.since June 1, 2018. Mr. Zacca has served as the President and CEO of Sagicor Group Jamaica, Ltd. (“Sagicor Group”) since May 2017. The Sagicor Group is the leading provider of life and health insurance, pension and annuities products in Jamaica and the owner of one of the largest Commercial Banks in Jamaica. Through funds the Sagicor Group manages, it is also the largest owner of commercial property and one of Jamaica’s major hotel owners. From 2012 until joining the Sagicor Group, Mr. Zacca was self-employed as a private investor. In addition, he was elected and served as the President of The Private Sector Organisation of Jamaica (“PSOJ”) from June 2012 until December 2014. He had previously served as President of the PSOJ from December 2006 until June 2009. In addition, Mr. Zacca held the position of Special Advisor to the Prime Minister of Jamaica from September 2009 until December 2011. Among his key areas of responsibility were advising the Prime Minister on a range of policy issues including the

economy, business, and energy. He has also served a variety of roles in the private sector during his career, including as a director of Sandals Resorts from 1997 until 2009, and Deputy Chairman and CEO of Air Jamaica Limited from 1998 until 2004. He has received the National Honour of the Order of Distinction in the rank of Commander from the Governor General of Jamaica for “invaluable contribution to the Private and Public Sectors.” Mr. Zacca has a Bachelor’s of Science degree from the Massachusetts Institute of Technology and a Masters in Business Administration from the University of Florida. Mr. Zacca’s wealth of business and management expertise in both the public and private sectors led us to conclude that he should serve on the Board.

Richard O. Byles, 67, was designated by the binding nomination of the Sagicor Parties pursuant to the Contribution Agreement. Mr. Byles currently serves as the Chairman of the Sagicor Group. Prior to being appointed Chairman, Mr. Byles served as President and CEO of the Sagicor Group from 2004 until 2017. Under

his leadership as President and CEO, the Sagicor Group grew and evolved through a series of acquisitions, including Pan Caribbean Investments Limited and First Life Insurance Company Limited in 2004, the Blue Cross Jamaica health insurance portfolio in 2009, and in 2014, the banking operations of RBC Jamaica. Prior to his tenure at Sagicor Group Jamaica Limited, Mr. Byles was the President and CEO of Pan Jam Investment Limited (“Pan Jam”). In addition, Mr. Byles is the current Chairman of Red Stripe Jamaica (Desnoes and Geddes), a Director of Pan Jam and a member of Council of the University of the West Indies. He is the former Co-Chairman of Jamaica’s Economic Programme Oversight Committee (EPOC) which has been charged with oversight of the implementation of the International Monetary Fund Agreement with the Government of Jamaica since 2013. Mr. Byles holds a BSc. in Economics from the University of the West Indies and a MSc. in National Development from the University of Bradford, England. In June 2016, he was awarded the Doctor of Business degree,honoris causa,from the University College of the Caribbean. Mr. Byles’ extensive management experience and expertise led us to conclude that he should serve on the Board.

Director Qualifications

The Nominating and Governance Committee of our Board has prepared policies regarding director qualification requirements and the process for identifying and evaluating director candidates for adoption by the Board; such policies are posted on our website,www.investors.playaresorts.com. Generally, the Nominating and Governance Committee considers the entirety of each candidate’s qualifications and credentials. At a minimum, all candidates for director must possess: high personal and professional ethics and integrity; ability to exercise sound judgment; ability to make independent analytical inquiries; an ability and willingness to devote sufficient time and resources to diligently perform Board duties; appropriate and relevant business experience and acumen; and a reputation consistent with the image and reputation of the Company. The Nominating and Governance Committee considers candidates submitted by shareholders using substantially the same criteria it applies to recommendations from the Nominating and Governance Committee. In addition, pursuant to our Board rules a majority of the members of the Board must meet the criteria for independence under (i) the NASDAQ listing rules, as in effect from time to time and as interpreted by our Board in its business judgment, and (ii) the DCGC, to the extent reasonably practicable.

The above-mentioned attributes, along with the leadership skills and other experiences of our officers and our Board members described above, are expected to provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of shareholder value appreciation through organic and acquisition growth and to promote the interests of our other stakeholders.

The Board recommends that shareholders vote “FOR” the appointment of Bruce D. Wardinski as executive director and each of the other nominees discussed above asnon-executive directors, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 3. Adoption of Annual Accounts

At the AGM, as required under Dutch law and the Company’s Articles of Association, our shareholders will be asked to adopt the Annual Accounts. The Annual Accounts have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union on a consolidated basis and prepared under Dutch GAAP on a standalone basis. The Annual Accounts do not represent consolidated financial statements of the Company and subsidiaries for the year ended December 31, 20172018 that were prepared in accordance with U.S. generally accepted accounting principles.Companies domiciled in the United States are not generally required to obtain shareholder adoption of annual accounts.

The Company was incorporated on December 9, 2016 as a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the name Porto Holdco B.V. Prior to the consummation of the Pace Business Combination, Porto Holdco B.V. was converted to a Dutch public limited liability company (naamloze vennootschap) and changed its name to Porto Holdco N.V. The merger of our Predecessor with and into the Company (as part of the Pace Business Combination) had retroactive effect for accounting purposes, meaning that the financial information pertaining to our Predecessor has been incorporated in the Annual Accounts as of January 1, 2017.

As required under Dutch law, our shareholders will be asked to adopt the Annual Accounts.

A copy of the Annual Accounts is available free of charge under the “Other Documents” section of our website atwww.investors.playaresorts.com and at our registered office in the Netherlands at Prins Bernhardplein 200 1097 JB Amsterdam, the Netherlands.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required to adopt the Annual Accounts. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” the adoption of the Annual Accounts, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 4. Ratification of the selection of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20182019

The Audit Committee recommended, and the Board has approved Deloitte as the Company’s independent registered public accounting firm to audit the Company’s U.S. GAAP consolidated financial statements for the fiscal year ending December 31, 2018.2019. In addition, the Board has directed that management submit the selection of Deloitte as the independent registered public accounting firm for ratification by the shareholders at the AGM.

Shareholder ratification of the selection of Deloitte as the Company’s independent registered public accounting firm is not required by Playa’s Articles of Association or otherwise. However, if shareholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. No representatives of Deloitte are expected to be present at the AGM, but will be available if needed to respond to appropriate questions.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required to ratify the selection of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2019. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” the ratification of the selection of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018,2019, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 5. Instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending December 31, 20182019

Pursuant to Dutch law, the AGM is authorized to appoint an auditor to audit the Company’s Dutch Statutory Annual Accounts. Based on the recommendation of the Audit Committee, the Board proposes to the AGM that Deloitte Accountants B.V. be instructed to serve as the auditor who will audit our Dutch Statutory Annual Accounts as required by Dutch law for the year ending December 31, 2018.2019. No representatives of Deloitte Accountants B.V. are expected to be present at the AGM, but will be available telephonically if needed to respond to appropriate questions.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required for the instruction to Deloitte Accountants B.V. for the audit of the Company’s Statutory Annual Accounts for the fiscal year ending December 31, 2018.2019. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” 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, 2018,2019, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 6. Discharge of our directors from liability with respect to the performance of their duties during the fiscal year ended December 31, 20172018

At the AGM our shareholders will also be asked to grant a discharge to the directors of the Company from their liability with respect to the performance of their duties as director of the Company during 2017.2018. The scope of the discharge extends to the facts that are apparent from the Annual Accounts or Annual Reports, and facts that are otherwise known to the general meeting of shareholders.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required to grant the discharge to the directors. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” the granting of discharge from liability to the directors, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 7. Authorization of the Board to acquire shares (and depository receipts for shares) in the capital of the Company

At the AGM our shareholders will also be asked to authorize the Board to perform, on the Company’s behalf, acquisitions of fully-paid up shares, or depository receipts for shares, in the capital of the Company for a period of 18 months following the date of the AGM by any means, including through derivative products, private purchases, block trades, purchases on a stock exchange, or otherwise, for a price per share between EUR 0.01 and 100% of the average market price of the shares on the NASDAQ (such average market price being calculated on the basis of the average closing price on each of the five consecutive trading days preceding the three trading days prior to the date the acquisition was agreed upon or the trading order for such acquisition was given), up to 25%10% of the shares comprised in the Company’s issued share capital at close of business on the date of the AGM. This authorization, if given, will supersede and replace the Board’s existing repurchase authorization granted by shareholders on MarchMay 10, 2017.2018.

The affirmative vote of a simple majority of the valid votes cast at the AGM is required to grant the aforementioned authorization. In addition, a quorum of at leastone-third of the issued and outstanding share capital is required for the adoption of this proposal. Under Dutch law and the Company’s Articles of Association, shares abstaining from voting will not count as votes cast at the AGM, but will count as shares present. Brokernon-votes will not count as shares present at the AGM or for the purpose of determining the number of votes cast.

The Board recommends that shareholders vote “FOR” the authorization of the Board to acquire shares (and depository receipts for shares) in the capital of the Company.

AUDIT COMMITTEE MATTERS

Policy forPre-Approval of Audit and PermittedNon-Audit Services

Pursuant to the terms of its charter, our Audit Committee mustpre-approve all audit and permittednon-audit services to be performed by our independent registered certified public accounting firm. Suchpre-approval can be given as part of our Audit Committee’s approval of the scope of the engagement of the independent registered certified public accounting firm or on an individual basis. Our Audit Committee is authorized to delegate thepre-approval of audit and permittednon-audit services to one or more of its members, provided that any decisions topre-approve any audit ornon-audit services pursuant to this authority must be presented to our full Audit Committee at its next scheduled meeting. Our Audit Committeepre-approved all of thenon-audit services provided by our independent registered certified public accounting firm in 20172018 and 2016.2017.

Auditor Fees and Services

Aggregate fees for professional services rendered by our independent registered public accounting firm, Deloitte, for the Company and our subsidiaries for the years ended December 31, 20172018 and 20162017 are as follows:

Audit fees represent Deloitte professional services fees for the audit of the Company’s consolidated financial statements for the yearyears ended December 31, 2018 and 2017, respectively, included in our Annual ReportReports on Form10-K, and for the year ended December 31, 2016, included in our Current Report on Form 8-K filed with the SEC on March 14, 2017, as well as for our review of quarterly financial statements, accounting consultation and other attestation services that are typically performed by the independent registered public accountant, and services that are provided by Deloitte in connection with statutory and regulatory filings.

Audit-related fees for the year ended December 31, 2017 represent Deloitte fees for professional services related to the filing of our registration statements, including our registration statement on FormS-4 related to the Pace Business Combination between our Predecessor and Pace and our registration statement on FormS-1 related to the resale of the Ordinary Shares held by certain of our shareholders. Audit related fees for the year ended December 31, 2016 represent Deloitte fees for professional services related to the filing of our registration statements, including our registration statement on Form S-4 related to the Business Combination between our Predecessor and Pace and our Predecessor’s registration statement on Form S-1 related to its contemplated initial public offering.

Tax fees for the years ended December 31, 2018 and 2017 and 2016 were related torepresent fees for the preparation of our international tax return preparationreturns and other tax services.

Othernon-audit services for the year ended December 31, 2018 represent professional services fees for due diligence related to the acquisition of the Sagicor Assets and other miscellaneous consulting fees.

Our Audit Committee has considered and determined that the services provided by Deloitte are compatible with maintaining Deloitte’s independence.

Audit Committee Report

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except to the extent the Company specifically incorporates this Report by reference therein.

Management is primarily responsible for the Company’s financial statements and reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with United States generally accepted accounting principles (“GAAP”) and for issuing a report on those statements. The Audit Committee oversees the financial reporting process on behalf of the Board of Directors. It is not the duty or the responsibility of the Audit Committee to conduct auditing or accounting reviews or related procedures. The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with GAAP and on the representations of the independent registered public accounting firm included in their report on the Company’s financial statements.

In the course of fulfilling its oversight responsibilities, the Audit Committee met with both management and Deloitte & Touche, LLP, the Company’s independent registered public accounting firm for 2017,2018, to review and discuss all annual financial statements and quarterly operating results prior to their issuance. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP. The Audit Committee also discussed with the Company’s independent registered public accounting firm matters required to be discussed, pursuant to the Public Company Accounting Oversight Board’s Auditing Standard No. 1301,Communications with Audit Committees, including the reasonableness of judgments and the clarity and completeness of financial disclosures. In addition, the Audit Committee discussed with Deloitte & Touche, LLP matters relating to its independence and has received from Deloitte & Touche, LLP the written disclosures and letter required by the Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence. The Company currently qualifies as an emerging growth company as defined in the JOBS Act. For as long as the Company isremains an emerging growth company, which may be up to five full fiscal years, the Companyit is not required to provide an auditor’s attestation report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

On the basis of the reviews and discussions the Audit Committee has had with the Company’s independent registered public accounting firm and management, the Committee recommended to the Board of Directors that the Board of Directors approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report onForm 10-K for the period ended December 31, 2017,2018, for filing with the SEC.

Submitted by:

Hal Stanley Jones, chairperson

Elizabeth Lieberman

Christopher Zacca

Arturo Sarukhan

Gloria Guevara

CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Profile

Our corporate governance has been structured in a manner intended to closely align our interests with those of our stakeholders. Notable features of our corporate governance structure include the following:

Our Board

We have a single-tier board that currently consists of tentwelve directors: one executive director and nineeleven non-executive directors. Each member of our Board was elected to serve for a term of one year following his or her appointment. Our Board may perform all acts necessary or useful for achieving our corporate purposes, other than those acts that are prohibited by law or by our Articles of Association, as more fully discussed below, or which would violate general principles of reasonableness and fairness. The Board as a whole, the Chief Executive Officer and, if more than one executive director has been appointed, each executive director individually, is authorized to represent us in dealings with third parties.

Director Independence

NASDAQ listing standards require that a majority of the Board be independent. An “independent director” is defined generally as a person other than an officer or employee of a company or its subsidiaries or any other individual having a relationship which in the opinion of the board of directors of such company, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

All of our directors and director nominees are independent pursuant to the rules of the NASDAQ except Mr. Wardinski, our Chairman and Chief Executive Officer. In order to make these determinations, the following relationships have been disclosed to our Board:

There are no family relationships among our executive officers and directors. Please see the section entitled “Item 1. Appointment of Directors” above for information about the Shareholder Agreement which addresses director designation rights of certain of our shareholders.

Mr. Jones, Ms. Lieberman,Floyd, Ms. Guevara, Mr. Sarukhan,Hirsch, Mr. HirschJones, Mr. Klein, Ms. Lieberman, Mr. Peterson and Mr. KleinSarukhan also qualify as “independent” under the DCGC. Our remaining two Only three of ournon-executive directors and three director nominees do not qualify as “independent” under the DCGC.

Our directors will stay informed about our business by attending meetings of our Board and their respective committees and through supplemental reports and communications.Our non-executive directors, to the extent independent under NASDAQ rules, will meet regularly in executive sessions without the presence of our executive officers or directors that are not independent under NASDAQ rules.

Our Board Designations

The general meeting of shareholders appoints the directors of our Board. The general meeting can only appoint a director upon a binding nomination by our Board. The general meeting may at any time resolve to render such nomination tobe non-binding by a majority of votes cast representing more than half of the issued share capital. If a nomination isrendered non-binding, a new nomination shall be made by our Board. If the nomination comprises one candidate for a vacancy, a resolution concerning the nomination shall result in the appointment of the candidate, unless the nomination isrendered non-binding. A second meeting pursuant to

section 2:120 (3) of the Dutch Civil Code cannot be convened. A resolution to appoint a director can only be approved in respect of candidates whose names are stated for that purpose in the agenda of that general meeting or the explanatory notes thereto. Upon the appointment of a person as a director, the general meeting shall determine whether that person is appointed as executive director oras non-executive director.

Each of our directors was appointed by the general meeting for a term that will expire at the end of the AGM and each director will serve until his or her successor is appointed or, if earlier, upon such director’s resignation, removal or death or the expiration of his or her term of office.

Under Dutch law, the person chairing the meetings of our Board (the chairman by law) is required to bea non-executive director. This person is currently Ms. Lieberman, who is also our Lead Independent Director.The non-executive directors supervise the executive directors and our Board as a whole, and provide guidance to individual directors and to our Board as a whole. Each director owes a duty to us to properly perform the duties of our Board as a whole and the duties assigned to such director, and to act in our corporate interest. Under Dutch law, the corporate interest extends to the interests of all stakeholders, such as shareholders, creditors, employees, guests and suppliers.

Our Board Powers and Function

Our Board is charged with the management of the Company, subject to the restrictions contained in our Articles of Association and our Board Rules. The executive directors are responsible for operational management of the Company and the business enterprise connected therewith, as well as with the implementation of the decisions taken by our Board.The non-executive directors haveno day-to-day management responsibility but supervise the policy and the fulfillment of duties of the executive directors and the general affairs of the Company. Additionally, the directors have a collective responsibility towards the Company for the duties of our Board as a whole. In performing their duties, the directors shall be guided by the interests of the Company and our business and, in this respect, the directors shall take the interests of all of our stakeholders into proper consideration. Directors shall have access to management and, as necessary and appropriate, our independent advisors. The executive directors will timely providethe non-executive directors with any such information as may be necessary forthe non-executive directors to perform their duties.

Our Board will represent the Company. We may also be represented by the Chief Executive Officer, in his capacity as executive director, and, where more than one executive director has been appointed, by each executive director individually.

Our Board Meetings and Decision Making

Each director may cast one vote on all matters presented to our Board and those committees on which he or she serves for approval. Resolutions of our Board and resolutions of the groupof non-executive directors shall be passed, irrespective of whether this occurs at a meeting or otherwise, by majority unless our Board Rules provide differently. Where there is a tie in any vote of our Board, no resolution shall have been passed. Meetings of our Board can be held through audio-communication facilities, unless a director objects thereto. Resolutions of our Board may, instead of at a meeting, be passed in writing, provided that all directors are familiar with the resolution to be passed and none of them objects to this decision-making process.

During the period following the consummation of the Business Combination on March 11, 2017, through December 31, 2017, the full2018, our Board held fiveten meetings. EachExcept for Ms. Guevara who had scheduling conflicts in her first full year as anon-executive director, each director attended at least 75% of the aggregate of the total number of meetings of the Board held during 2017, and each director attended at least 75% of the total number of meetings held during 2017 by all committees of the Board on which he or shesuch director served, during the period of his or her service.2018. Our Board Rules provide that all directors are expected to attend all Board meetings. We do not have a formal policy regarding director attendance at the AGM, and four of our directors attended the 2017 annual general meeting.AGM.

2017 Shareholder Agreement

At the Closing Time on March 12, 2017, the Company consummated the Business Combination which replicated the economics of a merger of our Predecessor and Pace. In connection with the Business Combination, the Company issued (i) shares and warrants to the former shareholders of Pace in exchange for all of such shareholders’ equity in Pace, (ii) shares and warrants to the former shareholders of our Predecessor in connection with our Predecessor’s merger with and into the Company, and (iii) shares to certain parties in exchange for cash in two separate private placement transactions. Immediately after the consummation of the Business Combination, the Company was owned (I) 7% by Pace Sponsor, a former shareholder of Pace and the former sponsor of Pace, (II) 29% by Cabana, a former shareholder of our Predecessor, and (III) 12% by HI Holdings Playa, a former shareholder of our Predecessor.

On March 10, 2017 in connection withand effective upon the closing of the Pace Business Combination, the Company, Pace Sponsor Corp., HI Holdings, Playa Four Pack, LLC and Cabana, entered into the 2017 Shareholder Agreement. The Shareholder Agreement provides that the Board, as of the closing of the Business Combination, was to be comprised of ten directors, consisting of nine non-executive directors and Bruce D. Wardinski, as the executive director and the initial CEO. As of the closing of the Business Combination, three of the non-executive directors, Thomas Klein, Paul Hackwell and Karl Peterson, were designated by Pace Sponsor (and Thomas Klein is not employed by, and does not have any other material financial relationship with, Pace Sponsor or any of its affiliates) (each, a “Pace Director”), two of the non-executive directors, Daniel Hirsch and Stephen Millham, were designated by Cabana (each, a “Cabana Director”), and one non-executive director, Stephen Haggerty, was designated by HI Holdings Playa (the “Hyatt Director”). Paul Hackwell and Stephen Millham have since been replaced on our Board by Gloria Guevara and Richard B. Fried, respectively, as interim directors (pending their formal appointment at the AGM), and Stephen Haggerty will be replaced on our Board by Charles Floyd (pending Mr. Floyd’s formal appointment at the AGM).

Under the 2017 Shareholder Agreement, Pace Sponsor, HI Holdings Playa and Cabana have certain rights to designate directors to the Company Board.Board as follows:

2018 Shareholder Agreement

In addition, pursuantconnection with our acquisition of the Sagicor Assets, we entered into the 2018 Shareholder Agreement with JSCD and XFUND, both of whom are affiliates of Jamziv Mobay Jamaica Portfolio Limited (“Jamziv”), the record holder of 20,000,000 of our Ordinary Shares. Pursuant to the Contribution2018 Shareholder Agreement, entered into with the Sagicor Parties, in connection with the Sagicor Contribution, the Sagicor PartiesJSCD and XFUND have the collective right to designate (i) two directors to the Board subjectfor as long as Jamziv and its permitted holders hold more than 18,000,000 of our shares and (ii) one director to the consummationBoard for as long as Jamziv and its permitted holders hold 18,000,000 or fewer but more than 10,000,000 of the Sagicor Contribution.our shares.

Our Board Conflicts of Interest

A director will not be permitted to participate in the discussions and the decision-making process on a subject or transaction in relation to which he or she has a direct or indirect personal interest which conflicts with the interest of us and of the business connected with it. If all directors have a conflict of interest as described in the previous sentence and as a result thereof, no resolution can be passed by our Board, the resolution may nevertheless be passed by our Board as if none of the directors has a conflict of interests as described in the previous sentence.

Executive directors will be prohibited from participating in the decision-making process with respect to the determination of their remuneration and the remuneration of other executive directors.

Under the DCGC, each director is required to immediately report any actual or potential conflict of interest which is of material significance to us and/or to such director to the Lead Independent Director and the Audit Committee and shall provide all information relevant to such potential conflict of interest. If the Lead Independent Director has an actual or potential conflict of interest, the director shall immediately report this to the vice chairman of our Board and the Audit Committee. Our Board shall decide, without the director concerned being present, whether there is a conflict of interests.interest. Transactions in which there is a conflict of interestsinterest shall be performed and disclosed in accordance with applicable law, the NASDAQ listing rules and the DCGC.

Except as otherwise agreed in writing by us and Hyatt, neither Playa nor Hyatt shall have any duty to refrain from engaging, directly or indirectly, in the same or similar activities or lines of business as the other; provided that Hyatt may not pursue a corporate opportunity if the opportunity was discovered, directly or indirectly, through the use of Playa’s property or information, or was offered to a Hyatt-affiliated director expressly in his or her capacity as a director of Playa (although Hyatt may pursue such opportunity if it is discovered through other means, whether before or after its discovery through the use of Playa’s property or information or offered to a Hyatt-affiliated director, provided that in pursuing such opportunity no confidential Playa information is used and there is no breach of the confidentiality provisions of the Board Rules). If a director affiliated with Hyatt has an actual or potential conflict of interestsinterest due to his or her position as a director and his or her relationship with Hyatt, such director is required to immediately report such conflict of interestsinterest as described above.

Director Liability

Pursuant to Dutch law, members of our Board may be liable to us for damages in the event of improper or negligent performance of their duties. They may also be liable for damages to third parties on the basis of tort, to the tax authorities in case of default on tax and social security payments, and in the event of bankruptcy as a consequence of improper performance of their duties. In certain circumstances, members of our Board may also incur criminal liabilities. The members of our Board and certain executive officers are insured at our expense against damages resulting from their conduct when acting in the capacities as such directors, members or officers, which insurance may also provide any such person with funds to meet expenditures incurred or to be incurred in defending any proceedings against him or her and to take any action to enable such expenses not to be incurred. Also, we provide the current and former members of our Board with protection through indemnification under our Articles of Association, to the extent permitted by law, against risks of claims and actions against them arising out of their exercise of their duties, or any other duties performed at our request. In addition, we entered into indemnification agreements with its directors and executive officers.

Director Suspension and Removal

The general meeting of our shareholders will at all times have the power to suspend or remove a director by a resolution adopted by at least a majority of the votes cast at a general meeting of our shareholders, representing at least a majority of issued share capital, unless the proposal is at the proposal of our Board, in which case a majority of the votes cast is required. An executive director may also be suspended by our Board. A suspension will expire at the end of a three monththree-month period if no resolution has been adopted either to lift the suspension or to remove the relevant director.

Board Committees

Our Board has established three standing committees consistingcommittees: (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Nominating & Governance Committee, all of which are comprised solely of independent directors (underunder the NASDAQ rules).rules as well as a majority of independent directors under the DCGC. In addition, pursuant to the terms of our 2017 Shareholder Agreement, our Board established one standing committeethe Capital Allocation Committee, consisting of a majority of independent directors (underunder the NASDAQ rules).rules. The principal functions of each standing committee are briefly described below. Our Board may from time to time establish other committees to facilitate our governance.

Audit Committee

The Audit Committee consists of Mr. Jones (chairperson), Ms. Lieberman, Mr. Sarukhan, Ms. Guevara and Ms. Guevara. If appointed at the AGM, and contingent upon the consummation of the Sagicor Contribution, Mr. Zacca will also be appointed to the Audit Committee.Zacca. The chairperson of the Audit Committee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations, and hasbased on among other things, his employment experience in finance orand accounting, requisite professional certification inincluding his years as chief financial officer of a public company and as an accountant at a major accounting or other comparable experience or background as required by the NASDAQ corporate governance listing standards,firm, as well as a “financial expert” as set forth in the DCGC. Each of the Audit Committee members is “financially literate” as that term is defined by the NASDAQ corporate governance listing standards. Our Board adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including overseeing:

The Audit Committee is also responsible for selecting an independent registered public accounting firm to be appointed by our general meeting (or, if not appointed by our general meeting, by our Board), reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all auditand non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of auditand non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee will also approve the audit committee report required by SEC regulations to be included in this proxy statement. The Audit Committee held sixnine meetings for the period following the consummation of the Business Combination on March 11, 2017 through December 31, 2017.during 2018.

Compensation Committee

Our Compensation Committee currently consists of Mr. Hirsch (chairperson), Mr. Haggerty,Floyd, Mr. Klein and Mr. Peterson. If appointed to the Board at the AGM, Mr. Floyd will also be appointed to the Compensation Committee. The Compensation Committee assists our Board in reviewing and approving or recommending our compensation structure, including all forms of compensation relating to our directors and executive officers. An executive director will not be present at any Compensation Committee meeting while his or her compensation is deliberated. Subject to and in accordance with the terms of the compensation policy to be adopted by our General

Meeting from time to time and in accordance with Dutch law, the Compensation Committee is responsible for, among other things:

Our Board adopted a Compensation Committee charter, which details these principal functions of the Compensation Committee. The Compensation Committee held six meetings for the period following the consummation of the Business Combination on March 11, 2017 through December 31, 2017.during 2018.

Compensation Consultant

For 2017,2018, the Company’s management engaged AETHOS Consulting Group, a nationally recognized consulting firm, to provide independent research, evaluation and advice related to our compensation policies for our directors and executive officers and provide recommendations regarding various compensation decisions to be made by the Compensation Committee. The Compensation Committee takes these recommendations into account in making determinations regarding the compensation of our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of the four independent Directors listed above. No member of the Compensation Committee is a current, or during 20172018 was a former, officer or employee of ours, our Predecessor or any of its subsidiaries. In 2017,2018, none of our or our Predecessor’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of us or our Predecessor.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Mr. Klein (chairperson), Mr. Hirsch, Mr. Byles, Ms. Lieberman and Mr. Fried. If appointed at the AGM, and contingent upon the consummation of the Sagicor

Contribution, Mr. Byles will also be appointed to the Nominating and Governance Committee. The Nominating and Governance Committee assists our Board in selecting individuals qualified to become our directors and in determining the composition of our Board and its committees. Our Board adopted a Nominating and Governance Committee charter, which details the principal functions of the Nominating and Governance Committee, including:

The Nominating and Governance Committee held twofour meetings for the period following the consummation of the Business Combination on March 11, 2017 through December 31, 2017.during 2018.

Capital Allocation Committee

Our Capital Allocation Committee was created pursuant to the terms of ourthe 2017 Shareholder Agreement, and currently consists of Mr. Peterson (chairperson), Mr. Fried, Mr. HirschByles and Mr. Wardinski. If appointed at the AGM, contingent upon the consummation of the Sagicor Contribution, Mr. Byles will be appointed to, and Mr. Hirsch will resign from, the Capital Allocation Committee. Pursuant to the 2017 Shareholder Agreement, as long as Pace Sponsor has the right to designate a director, upon the resignation, removal or death of a Pace Director from the Capital Allocation Committee, a Pace Director will fill the committee vacancy. Pursuant to the 2017 Shareholder Agreement, as long as Cabana has the right to designate a director, upon the resignation removal or death of a Cabana designated director from the Capital Allocation Committee, a Cabana designated director will fill the committee vacancy. Our Capital Allocation Committee assists our Board in fulfilling its oversight responsibilities of the financial management of us, as well as any other duties delegated by the Board. Our Board adopted a Capital Allocation Committee charter, which details the principal functions of the Capital Allocation Committee, including the following duties:

The Capital Allocation Committee held fivefour meetings for the period following the consummation of the Business Combination on March 11, 2017 through December 31, 2017.during 2018.

Code of Business Conduct and Ethics

The Board has adopted codes of business conduct and ethics that apply to its executive officers, directors and employees and agents. Among other matters, the codes of business conduct and ethics are designed to deter wrongdoing and to promote:

Only our Nominating and Governance Committee will be able to grant (subject to applicable law) any waiver of our code of business conduct and ethics for our executive officers or directors, and any such waiver shall be promptly disclosed as required by law or NASDAQ regulations.regulations by posting such information on our website rather than by filing a Form8-K. Our code of business conduct and ethics includes a whistleblower policy as contemplated by the DCGC and applicable SEC rules. Our code of business conduct and ethics is available on our website atwww.investors.playaresorts.com.

Risk Oversight

The Board plays an important role in the risk oversight of the Company. The Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by the Board and its committees. In particular, the Board of Directors administers its risk oversight function through:

The Board of Directors also relies on management to bring significant matters impacting the Company to its attention.

DIRECTOR COMPENSATION

Each of ournon-executive directors receivesreceive an annual grant of Ordinary Shares with a value of $75,000, which vest immediately, and an annual cash retainer of $60,000, payable quarterly, for services as a director. The Lead Independent Director receives an additional annual cash retainer of $20,000, the chairs of the Audit Committee and Compensation Committee each receives an additional annual cash retainer of $15,000 and the chair of the Nominating and Governance Committee receives an additional annual cash retainer of $7,500, in each case, payable quarterly. Eachnon-executive director is entitled to elect to receive his or her annual cash retainer in the form of Ordinary Shares at their value on the grant date. Directors who are our employees or are employees of our subsidiaries will not receive compensation for their services as directors. All of our directors will be reimbursed for theirout-of-pocket expenses incurred in connection with the performance of our Board duties andduties. To encourage our directors to experience our properties as guests, they receive discounts on stays atfor personal visits to our hotels. Mr. Peterson has agreed to waive his annual grantresorts. The value of Ordinary Shares for the first three years after the Business Combination.these benefits is reported as taxable compensation and we do not provide any taxgross-up payments.

The following table sets forth the compensation paid in 20172018 to ournon-executive directors for their service to us as directors. Mr. Wardinski did not and does not receive any compensation for his service as a director.

EXECUTIVE OFFICERS

Our day-to-day management is carried out by our Chief Executive Officer and our other executive officers. Subject to rights pursuant to any consulting or employment agreements, executive officers (except for our Chief Executive Officer, who is the executive director on the Board and, in accordance with Dutch law, must be appointed by the general meeting) serve at the discretion of the Board. The business address of our executive officers is our registered office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.

A brief biography of each of our executive officers (other than Mr. Wardinski) is set forth below. Please see the section entitled“Item 1. “Item 2. Appointment of Directors” above for information about Mr. Wardinski, who serves as our Chairman and Chief Executive Officer.

Alexander Stadlin, 64,65, has served as our Chief Operating Officer since the consummation of the Pace Business Combination on March 11,12, 2017. Mr. Stadlin previously served as our Predecessor’s Chief Operating Officer since January 2013 and has also served as Chief Executive Officer of our subsidiary, Playa Resorts Management USA, LLC (“Playa ManagementUSA”) since November 2013. Mr. Stadlin joined our Predecessor’s prior parent in May 2008 as Senior Vice President of Asset Management and was promoted to his current position as Chief Operating Officer in January 2013. During his tenure with our Predecessor and our Predecessor’s prior parent, Mr. Stadlin has played a key role in the expansion and repositioning of the portfolio including: development ofthe 619-room Hyatt Ziva Los Cabos which reopened in 2009 as Barceló Los Cabos and was rebranded in late 2013, the brand repositioning of Dreams La Romana and Dreams Palm Beach in the Dominican Republic, as well as the expansion, renovation and rebranding of theformer 378-room Dreams Cancún intothe 547-room Hyatt Ziva Cancún. In addition to leading major expansion, renovation and repositioning projects, Mr. Stadlin is responsible forthe day-to-day oversight of the operations of the business. Prior to joining our Predecessor’s prior parent, Mr. Stadlin served as Vice President for Latin America at Marriott International, where he increased Marriott’s presence in the region by 21 hotels in seven years. Duringhis 33-year tenure at Marriott International, Mr. Stadlin held numerous international management positions in the UK, Germany and Mexico, as well as throughout the Middle East and Africa. Mr. Stadlin graduated with a Bachelor of Science from the School of Hotel Administration at Cornell University in 1975. In 2007, Mr. Stadlin attended the Executive Program in Strategy and Organization at Stanford University. Mr. Stadlin has won numerous industry accolades, and is active in the lodging community. He served as Chairman of the Polanco Hotel Association and was a member of the board of the Mexican Hotel Association and of the American Chamber of Commerce.

Ryan Hymel, 36,37, has served as Chief Financial Officer since July 1, 2017. Mr. Hymel has held several positions at the Company and our Predecessor, including as Senior Director of Treasury & Planning from 2012 to 2014, as Vice President of Treasury & Planning from 2014 to 2016, and most recently as Senior Vice President & Treasurer. Mr. Hymel has over 1516 years of experience working within the hospitality sector. He began his career with the hotel management company Barceló Crestline Corporation in 2004. Mr. Hymel holds a Bachelor of Arts in economics from the University of Virginia and an MBA from Georgetown University – The McDonough School of Business.

Kevin Froemming, 55,56, has served as our Chief Marketing Officer since the consummation of the Pace Business Combination on March 11,12, 2017. Mr. Froemming previously served as our Predecessor’s Chief Marketing Officer since January 2014. Prior to joining Playa in January 2014, Mr. Froemming was President of Unique Vacations Inc., the worldwide representatives of Sandals & Beaches Resorts, from October 2003 to November 2013. Mr. Froemming brings more than 20 years of experience in marketing, sales, technology, and customer support operations. Prior to his tenure as President of Unique Vacations Inc., he rose to the position of Chief Operating Officer of The Mark Travel Corporation’s owned brands. In this capacity, he was responsible for bottom line profitability, and led the acquisition and integration team that was responsible for the addition of several major travel companies that were integrated into The Mark Travel Corporation’s portfolio of brands. He has also held senior positions at Wyndham Hotels and Renaissance Cruise Lines. Mr. Froemming graduated from Marquette University with a Bachelor of Science in Business Administration.

SIGNIFICANT EMPLOYEES

David CamhiMatthew Cohen, 45,53, has served as our General Counsel since the consummation of the Business Combination on March 11, 2017.November 2018. Mr. CamhiCohen previously served as our Predecessor’s GeneralCorporate & Securities Counsel since August 2013 and also served as General Counsel of our Predecessor’s prior parent from January 2011 to August 2013.March 2018. Prior to joining our Predecessor’s prior parent, Mr. Camhithe Company, between August 2014 and August 2017, he served as General Counsel for Phoenix Packaging Groupthe following companies: Ominto Inc. (OTC: OMNT), a company engaged in the online, cash-back business; Harbor Village, Inc., a privately-owned substance abuse treatment provider; and Stratex Oil & Gas, Inc. (OTC: STTX), an oil and natural gas exploration and production company. From 2012 through 2014, Mr. Cohen was a Shareholder in the law firm of Buchanan Ingersoll & Rooney PC. From 2008 through 2012, he was a Partner in the law firm of Thompson & Knight LLP and from April 2008 to January 2011, a plastic packaging manufacturer with production plants in Colombia, Mexico, Venezuela and the United States and sales in over 20 countries. From November 2006 to2001 through March 2008, he served as a Partner of Eaton & Van Winkle, LLP. Mr. Camhi practiced law atCohen graduated from Emory University with a Bachelor of Arts and earned his Juris Doctor from Brooklyn Law School.

Fernando Mulet, 43, has served as our Chief Development Officer since November 2018. Since joining our Predecessor in 2006, Mr. Mulet has been instrumental in the Mexico City officeCompany’s growth and has played a key role in the formation of Thacher Proffitt & Wood.our strategic alliances. Prior to joining Thacher ProffittPlaya, Mr. Mulet was the Director of International Investments & Wood,Asset Management with Highland Hospitality Corporation (NYSE: HIH) and before that he began his career in the hospitality industry at Barceló Hotels & Resorts. A native of Spain, Mr. Camhi served as Associate General CounselMulet earned his Bachelor of BearingPoint, Inc., a global consulting firm, and practiced lawArts at Baker & McKenzie, Prieto & Carrizosa and Sidley Austin LLP. Mr. Camhi received an LLM degree from Cornell University. Mr. Camhi also received a post graduate degree in Finance from Colegio de Estudios Superiores de Administración and an LL.B. from the Universidad de Los Andes, bothComillas in Bogota, Colombia. Mr. Camhi is admitted to practice lawMadrid, Spain and earned a certification in Colombia, New YorkReal Estate, Development and Mexico.Hotels Investment from The School of Hotel Administration at Cornell University.

Brandon B. Buhler, 40,41, has served as our Chief Accounting Officer since August 7, 2017. Mr. Buhler joined our Predecessor in early 2014 as Director of Financial Reporting and has been responsible for managing our Predecessor’s and the Company’s corporate accounting, financial systems, internal controls, financial reporting and technical accounting functions. Prior to joining our Predecessor, Mr. Buhler worked as an auditor at Deloitte & Touche LLP for over ten years. Mr. Buhler holds both a Bachelor of Science in accounting and a Masters in accountancy from the Marriott School of Management at Brigham Young University, and is a Certified Public Accountant (CPA) and a member of the American Institute of CPAs.

EXECUTIVE COMPENSATION

Our Compensation Philosophy

Our executive compensation program is designed to attract and retain highly-qualified executive officers and compensate them for performance in alignment with shareholder interests. We review our compensation approach annually to ensure it continues to meet our goals of aligning pay with shorter-term financial and operational objectives and longer-term shareholder value. The following key features of our compensation program reflect our philosophy:

In order to align the interestinterests of our named executive officers with thosethe interests of our stakeholders, while enabling usshareholders, a significant percentage of target compensation each year is at risk depending on achievement of performance goals. The charts below break out the components of 2018 target total direct compensation to attract, motivatedemonstrate alignment of pay and retain individuals who contributeperformance.Fifty-two percent (52%) of the CEO’s compensation is performance-based and on average forty-seven percent (47%) of compensation for all other named executive officers is performance-based.

Executive Compensation Elements

We place an emphasis onat-risk compensation with a significant portion of the compensation offered to our long-term success.

Decisions on thenamed executive officers tied to performance. The main elements of our named executive officer compensation program are madeas follows:

Compensation Process

The Compensation Committee of our Board, which consists entirely of independent directors, is responsible for determining the compensation of our named executive officers. The factors considered by the Compensation Committee include:

conjunction with the independent compensation consultant and Chairman and CEO selected the current peer group to include companies in comparable market segments, that compete for the same talent and are of a similar size and scope. Because Playa is smaller in market cap and annual revenues compared to the peer group, we target the 25th percentile of the market for target and actual compensation values. The table below shows the26-company peer group and the compensation practices for each company considered by the Compensation Committee. This data is only one of a number of factors the Compensation Committee uses to make final pay decisions.

Key 2018 Performance Highlights

Our executive compensation program reflects our belief that executive compensation must be competitive in order to attract and retain high-performing executive officers. Our compensation program rewards, among other things, favorable shareholder returns, share appreciation, our competitive position within our segment of the lodging industry, and each executive officer’s long-term career contributions to us. In addition, the Compensation Committee may determine to make awards to new executive officers in order to attract talented professionals. Our compensation incentives, which have been designed to further these goals, take the form of annual cash compensation and long term equity incentives measured by performance targets established by the Compensation Committee. The compensation of our executive officers has three primary components: base salary, an annual cash incentive bonus and long-term incentive based compensation in the form of stock-based awards.

Summary Compensation Table

The following is a summary of the elements of and amounts paid under our compensation plans for fiscal years 2017, 2016 and 2015.

The following summary compensation table sets forth the annual base salary and other compensation paid to each of our named executive officers for 2018, 2017 2016 and 2015.2016.

The table below shows the dollar value of performance-based equity awards for each named executive officer assuming that (i) on the grant date of the awards the highest level of performance was probable, (ii) the maximum value of the awards will be earned and (iii) the value per ordinary share upon maximum vesting is the closing price per Ordinary Share on the NASDAQ on the date of grant. The values of the performance-based equity awards are dependent on the Company’s performance over a three-year period and there is no assurance that the maximum value of the awards will be earned.

(4)	Mr. Hymel was appointed Chief Financial Officer effective July 1, 2017. His annualized salary as Chief Financial Officer in 2017 was $325,000.

(5)

Mr. Camhi first became a named executive officer in 2017. Reflects 129,229 time-based restricted Ordinary Shares that will vestone-third on January 2 of 2019, 2020 and 2021, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the January 2, 2018 performance-based equity awards.

(6)

Reflects 260,000 time-based restricted Ordinary Shares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 122,789 time-based restricted Ordinary Shares that will vest ratablyone-third on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

(7)

Reflects 35,244 time-based restricted Ordinary Shares that will vestone-third on January 2 of 2019, 2020 and 2021, subject to the executive’s continued employment through the applicable vesting date; 80,000 restricted Ordinary Shares that will vestone-third on November 1, 2019, 2020 and 2021, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance- based restricted Ordinary Shares that may vest pursuant to the January 2, 2018 performance-based equity awards.

(8)

Reflects 25,000 time-based restricted Ordinary Shares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 29,469 restricted Ordinary Shares that will vestone-third on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

(9)

Reflects 58,740 time-based restricted Ordinary Shares that will vestone-third on January 2 of 2019, 2020 and 2021, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the January 2, 2018 performance-based equity awards.

(10)

Reflects 155,000 time-based restricted Ordinary Shares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 61,394 time-based restricted Ordinary Shares that will vest ratablyone-third on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

(8)(11)

Reflects 35,244 time-based restricted Ordinary Shares that will vestone-third on January 2 of 2019, 2020 and 2021, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the January 2, 2018 performance-based equity awards.

(12)

Reflects 90,000 time-based restricted Ordinary Sharesshares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 36,836 time-based restricted Ordinary Shares that will vest ratablyone-third on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

(9)

Reflects 25,000 time-based restricted Ordinary Shares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 29,496 restricted Ordinary Shares that will vest ratably on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

(10)

Reflects 32,500 time-based restricted Ordinary Shares that are subject to a five year vesting term, vesting 25% on May 16, 2020, 25% on May 16, 2021, and 50% on May 16, 2022, subject to the executive’s continued employment through the applicable vesting date; 14,734 restricted Ordinary Shares that will vest ratably on May 26 of 2018, 2019 and 2020, subject to the executive’s continued employment through the applicable vesting date; and the target amount of performance-based restricted Ordinary Shares that may vest pursuant to the May 26, 2017 performance-based equity awards.

Narrative Disclosure to Summary Compensation Table

2018 Base Salary

BaseThe chart below shows the base salary is designed to compensate executive officers at a fixed level of compensationincrease decisions approved by the Compensation Committee that serves as a retention tool throughout the executive’s career.

Bonuses

Pursuant to our Management Incentive Plan, we award bonuses towere effective during 2018 for our named executive officersofficers. The increase for Mr. Hymel’s base salary included a market adjustment to more closely align his pay with others in similar positions.

2018 Bonuses

For 2018, as with 2017 and 2016, MIP payments were based on a combination of individual and corporate performance measures that our Board believes are important toachieving an annual adjusted EBITDA goal established by the success of our business. Under our Management Incentive Plan, eachCompensation Committee. Mr. Wardinski’s bonus payment under the MIP was based 100% on the adjusted EBITDA results. All other named executive officer has a target incentive opportunity expressed as a percentage of his or her base salary, which is subject to increase or decrease according toofficers bonus payments under the achievement of these individual and corporate performance measures. In addition, no named executive officer in our Management Incentive Plan will be paid a bonus unless we meet a specified minimum corporate performance threshold. In 2017, 2016 and 2015, the corporate performance metric used for each named executive officer and for the minimum corporate performance threshold was EBITDA. In addition, in 2017, 2016 and 2015, bonuses of our named executive officersMIP were based 75% on achievement of corporate performance goalsthe adjusted EBITDA results and 25% on achievement of individual operating performance goals except thatrecommended by Mr. Wardinski’s bonuses were basedWardinski and approved by the Compensation Committee. Payments under the MIP can range from 0% payout for below threshold performance, to 50% of target for threshold performance, to 100% for target performance. Mr. Wardinski can earn 200% of target for maximum performance and all other named executive officers can earn 175% of target for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage is adjusted on corporate performance goals. In addition, we may make special incentive awards to an individual for extraordinary individual effortsa linear basis.

The chart below illustrates the 2018 adjusted EBITDA goal, results and exceptional results, or contribution to extraordinary team efforts and exceptional results, in reaching our goals and objectives. All awards granted under ourpayment adjustment.

The chart below illustrates the Management Incentive Plan must be approved by our Board and, with respect to members of management other than the Chief Executive Officer, its Chief Executive Officer. Our Board has the right to adjust any payment to our named executive officers under our Management Incentive Plan.bonus payments paid for 2018 performance.

2018 Equity Awards

Our Predecessor did not grant any equity awards Pursuant to the named executive officers during 2016.

2017 Business Combination AwardsLong-Term Incentive Plan

On March 10, 2017, in connection with the closing of Playa’s merger with Pace and the listing of Playa’s Ordinary Shares, the Board approved grants of restricted shares, which were issued on May 16, 2017. These award grants were made pursuant to the 2017 Omnibus Incentive Plan (the “2017 Plan”). Each award has a five year vesting term, with 25% of the restricted shares vesting on the third anniversary of the grant date, 25% of the restricted shares vesting on the fourth anniversary of the grant date and 50% of the restricted shares vesting on the fifth anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date. If an executive’s employment terminates for any reason (other than due to death or disability), any unvested restricted shares will be forfeited by the executive. If an executive’s employment terminates due to death or disability, any unvested restricted shares will become 100% vested upon such termination. The executives have the right to vote the restricted shares and receive dividends on the restricted shares, provided that any dividends payable with respect to unvested restricted shares will be subject to the same conditions and restrictions applicable to the underlying restricted shares and will be paid to the executive if and to the extent the underlying restricted shares become vested. The following table sets forth the awards granted to each of Playa’s named executive officers:

2017 Long-Term Incentive Awards

On May 26, 2017,January 2, 2018, the Compensation Committee of the Board, taking into consideration market information and other factors, issued 2017 annual time-vesting and performance-vesting equityrestricted stock awards pursuant to the 2017 Plan. Messrs. Bruce D. Wardinski, our ChairmanThe Compensation Committee determined the targeted value of each award, and Chief Executive Officer, Alexander Stadlin, our Chief Operating Officer, Kevin Froemming, our Chief Marketing Officer, Ryan Hymel, our Chief Financial Officer, effective July 1, 2017,then computed the appropriate number of shares by dividing the target value by the fair market value per share of $10.64 on the date of grant and David Camhi, our General Counsel, received awards. rounding up to the nearest whole share.

Each award consists of 50% of time-based restricted shares, vesting pro rata over three years, and 50% performance-based restricted shares. The performance-based restricted shares includevest 50% each based on achievement of absolute TSR goals and adjusted EBITDA three-year compound annual growth rate goals, each established by the following terms:Compensation Committee for the performance period of January 1, 2018 through December 31, 2020. The Compensation Committee believes that it will be challenging for the Company to achieve these performance goals.

Prior to vesting, the restricted shares are entitled to vote and receive dividends, provided that any dividends paid on unvested shares will be subject to the same conditions and restrictions that apply to the unvested shares, and will be paid to the named executive officer within 30 days after, and to the extent, the unvested shares become vested. In addition, the awards have customary forfeiture and acceleration provisionsaward in the eventrecognition of a terminationcombination of employment orfactors, including performance, and further alignment with what the Compensation Committee believes is the market compensation for chief financial officers at comparable companies. Mr. Hymel was granted 80,000 shares vestingpro-rata over three years with a changetarget value of control.$717,600.

The number of restricted shares granted to each of our named executive officers is as follows:

compensation for retirement ina tax-efficient manner. Under our 401(k) plan, employees are eligible to defer a portion of their salary, and we, at our discretion, may make a matching contribution and/or a profit-sharing contribution. Employees are able to participate in the 401(k) plan on their first day of employment and are able to defer compensation up to the limits established by the Internal Revenue Service. We currently match 100% of each employee’s contributions up to the first 3% of the employee’s base salary and 50% of the next 2% of the employee’s base salary, although we, in our sole discretion, may at any time orfrom time-to-time determine to discontinue matching employee contributions or change the level at which we make any matching contributions. Our contributions vest over time. The employee contributions and our match are invested in selected investment alternatives according to the employee’s directions. The 401(k) plan and its trust are intended to qualify under Sections 401(a) and 501(a) of the Code as a tax qualified retirement plan. Contributions to the 401(k) plan and earnings on those contributions are not taxable to the employee until distributed from the 401(k) plan and matching contributions are deductible by us when made subject to applicable Code limits.

Health and Welfare Benefits

We provide a competitive benefits package to all full-time employees which includes health and welfare benefits, such as medical, dental, disability insurance and life insurance benefits. The plans under which these benefits are provided are not expected to discriminate in scope, terms or operation in favor of executive officers and are available to all full-time employees.

Pension Benefits

None of our named executive officers is a participant in any defined benefit plans.

Nonqualified Deferred Compensation

We do not offer any nonqualified deferred compensation plans.

Employment Agreements

Our subsidiary, Playa Management, hasIn December 2018, subsidiaries of the Company entered into annew employment agreementagreements with Mr. Wardinski, our Chairman and Chief Executive Officer, which was amended and restated in 2016, and entered into a new employment agreement with Mr. Hymel, our Chief Financial Officer, in August 2017. Our subsidiary, Playa USA, has also entered into employment agreements with Mr. Stadlin, our Chief Operating Officer, and Mr. Froemming, our Chief Marketing Officer. The terms of these new employment agreements are substantially similar to those contained in such individuals’ prior employment agreements and were entered into for the purpose of providing uniformity among the aforementioned named executive officers.

Employment Agreement of Mr. Wardinski

Mr. Wardinski, our subsidiary, Playa Resorts Management, LLC (“Playa Management”), and us, solely with respect to Mr. Wardinski’s appointment as our Chief Executive OfficeOfficer and Chairman of our Board, entered into an employment agreement on August 31, 2016,December 28, 2018, with an effective date of January 1, 2016.2019. Mr. Wardinski’s employment agreement provides for an initial period of employment that ends on December 31, 2019,2023, subject to an automatic extension until December 31, 20212024 unless either Playa Management or Mr. Wardinski elects not to extend the term by providing written notice to the other party at least three months but not more than twelve months prior to December 31, 20192024 (“Non-Renewal Notice”). Mr. Wardinski serves as the Chief Executive Officer of Playa Management, Chairman of the Board of Managers of Playa Management (the “Playa Management Board”), our Chief Executive Officer and Chairman of our Board.

Mr. Wardinski’s employment agreement provides for a base salary of $750,000 (as may be increased by our Board), an annual discretionary bonus opportunity targeted at 125% of base salary (subject to a maximum of 200% of base salary) and the opportunity to participate in any equity compensation plan, other incentive compensation programs and other health, benefit and incentive plans offered to other senior executives of Playa

Management. Mr. Wardinski is also entitled to paid time off and holiday pay in accordance with Playa Management’s policies. In addition, upon termination of Mr. Wardinski’s employment agreement without “Cause” or resignation by Mr. Wardinski for “Good Reason,” as those terms are defined in the employment agreement, Mr. Wardinski will, conditioned upon his execution of a separation and release agreement, be eligible to receive the following payments:

In the event Mr. Wardinski is terminated without “Cause” or Mr. Wardinski resigns for “Good Reason” following a “Change in Control,” as those terms are defined in the employment agreement (a “Change in Control Termination”), Mr. Wardinski will be eligible to receive the payments set forth above, provided however that the Wardinski Severance Payment shall be increased to 2.99 times Mr. Wardinski’s base salary at the rate in effect on his last day of employment.

In the event that Mr. Wardinski terminates his employment without “Good Reason,” as defined in the employment agreement, within 60 days following a “Change in Control” or a “Partial Change in Control,” as those terms are defined in the employment agreement, conditioned on his execution of a separation and release agreement, Mr. Wardinski will be eligible to receive three months of his base salary.

In the event that Mr. Wardinski terminates his employment without “Good Reason,” as defined in the employment agreement, conditioned upon his execution of a separation and release agreement, Mr. Wardinski will be eligible for two monthly installments of the Wardinski Additional Amount.

In the event that Mr. Wardinski’s employment terminates as a result of “Disability,” as such term is defined in the employment agreement, or death, Mr. Wardinski or his estate, as applicable, conditioned upon his or its execution of a separation and release agreement, will be eligible to receive (i) his pro rata share of his discretionary annual incentive bonus (at no less than target in the event of death) and (ii) payments of the Wardinski Additional Amount for a period of 12 months following his termination of employment, provided, however, that in the case of termination due to “Disability,” as such term is defined in the employment agreement, if health insurance coverage becomes available to Mr. Wardinski under another group insurance plan during the twelve-month period, payment of the Wardinski Additional Amount shall cease. In addition, in the event of Mr. Wardinski’s death, Mr. Wardinski’s estate shall be entitled to the fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan.

If either Mr. Wardinski or Playa Management causes Mr. Wardinski’s employment to end on December 31, 20192023 by the delivery ofa Non-Renewal Notice or if Mr. Wardinski’s employment automatically terminates on December 31, 2021,2024, then, conditioned upon his execution of a separation and release agreement, Mr. Wardinski is entitled to receive an amount equal to six months of his base salary, paid in six equal monthly installments.

Regardless of the reason for any termination of Mr. Wardinski’s employment agreement, including if Mr. Wardinski is terminated for “Cause,” as such term is defined in the employment agreement (other than in the case of Mr. Wardinski’s death or “Disability,” as defined in the employment agreement, which are described above), Mr. Wardinski will be eligible to receive his then-accrued compensation, reimbursement for any outstanding reasonable business expense he has incurred in performing his duties, continued insurance benefits to the extent required by law and any fully vested but unpaid rights under any bonus or other incentive pay plan, or any other employee benefit plan or program of ours or our affiliates.

Mr. Wardinski’s employment agreement provides that Mr. Wardinski is obligated to devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under the employment agreement, provided that, to the extent such activities do not impair the performance of his duties to Playa Management, us or our affiliates, Mr. Wardinski is permitted to engage in the following other specified activities: (i) engaging in personal investments and charitable, professional and civic activities; (ii) serving on boards of directors of entities that do not compete with Playa Management, us or any of our affiliates; (iii) serving as Chairman of our Board; and (iv) certain other activities and director positions that the Playa Management Board and our Board may approve.

Mr. Wardinski’s employment agreement provides that during the term of his employment and for a period of 18 months (three months in the event that Mr. Wardinski terminates his employment without “Good Reason,” as such term is defined in the employment agreement, within sixty days following a “Change in Control” or “Partial Change in Control,” as each such term is defined in the employment agreement, six months in the case ofa non-renewal or expiration of his employment and 12 months following a Change in Control Termination, each as described above) following the expiration, resignation or termination of his employment, Mr. Wardinski agrees not to (i) engage in any competing business in certain geographic regions, provided, however, that Mr. Wardinski may own five percent or less of the outstanding stock of any publicly traded corporation or other entity that engages in a competing business, (ii) solicit for the purpose of conducting a competing business any customer or prospective customer of Playa Management, us or any of our affiliates in a line of business that

we, Playa Management, or any of our affiliates conducts or plans to conduct as of the date of Mr. Wardinski’s termination or (iii) solicit or employ any person who is, or was at any time duringthe two-year period prior to Mr. Wardinski’s termination, an employee with a senior management position at Playa Management, us or any of our affiliates . Mr. Wardinski’s employment agreement provides for a confidentiality covenant on the part of Mr. Wardinski both during and after his termination of employment.

Employment Agreements of Messrs. Stadlin and Froemming

On September 15, 2016,December 28, 2018, Mr. Stadlin and Mr. Froemming each entered into an employment agreement with Playa Management USA, LLC (“Playa USA”), each with an effective date of January 1, 2016.2019. The employment agreements of each of Messrs. Stadlin and Froemming provide for an initial period of employment that ends on December 31, 2018.2021. Pursuant to the respective employment agreements, Mr. Stadlin serves as the Chief Executive Officer of Playa USA and Mr. Froemming serves as Chief Marketing Officer of Playa USA.

The employment agreements with each of Messrs. Stadlin and Froemming provide for a base salary of $515,000$550,000 and $412,000,$445,000, respectively (as each may be increased by our Board), an annual discretionary bonus opportunity targeted at 75% of base salary (subject to a maximum of 131.25% of base salary) and the opportunity to participate in any equity compensation plan, other incentive compensation programs and other health, benefit and incentive plans offered to other senior executives of Playa USA. Messrs. Stadlin, and Froemming are also each entitled to paid time off and holiday pay in accordance with the policies of Playa USA. In addition, upon termination of each of the employment agreements without “Cause” or resignation by the executive for “Good Reason,” as those terms are defined in each employment agreement, each applicable executive will, conditioned upon his execution of a separation and release agreement, be eligible to receive the following payments:

The employment agreements with each of Messrs. Stadlin and Froemming provide that, in the event the executive is terminated without “Cause” or resigns for “Good Reason” within two years following a “Change in

Control,” as those terms are defined in each employment agreement, the executive will be eligible to receive the payments set forth above, provided however that the Executive Severance Payment shall be increased to 1.5 times his base salary at the rate in effect on his last day of employment. In the event that the executive terminates his employment without “Good Reason,” as defined in each employment agreement, conditioned upon his execution of a separation and release agreement, the executive will be eligible to receive a payment of any unpaid portion of his base salary, reimbursement for any outstanding reasonable expenses, continued insurance benefits to the extent required by law and payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan, or any other employee benefit plan or program of Playa USA.

The employment agreements with each of Messrs. Stadlin and Froemming provide that, in the event that the executive’s employment terminates as a result of “Disability,” as such term is defined in each employment agreement, or death, the executive or his estate, as applicable, conditioned upon his or its execution of a separation and release agreement, will be eligible to receive (i) a payment of any unpaid portion of his base salary, (ii) his pro rata share of his discretionary annual incentive bonus (at no less than target in the event of death) and (iii) payments of the Executive Additional Amount for a period of 12 months following his termination of employment, provided, however, that in the case of termination due to “Disability,” as such term is defined in each employment agreement, if health insurance coverage becomes available to the executive under another group insurance plan during the twelve-month period, payment of the Executive Additional Amount shall

cease. In addition, in the event of Messrs. Stadlin or Froemming’s death, such executive’s estate shall be entitled to the fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan.

The employment agreements with each of Messrs. Stadlin and Froemming provide that the executive is obligated to devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under the employment agreement, provided that, to the extent such activities do not impair the performance of his duties to Playa USA, us or our affiliates, the executive is permitted to engage in the following other specified activities: (i) engaging in personal investments and charitable, professional and civic activities; (ii) serving on boards of directors of entities that do not compete with Playa USA, us or any of our affiliates; and (iii) certain other activities and director positions that the board of directors of Playa USA and our Board may approve.

The employment agreements with each of Messrs. Stadlin and Froemming provide that during the term of the executive’s employment and for a period of 12 months following the expiration, resignation or termination of his employment, the executive agrees not to (i) engage in any competing business in certain geographic regions, provided, however, that the executive may own five percent or less of the outstanding stock of any publicly traded corporation or other entity that engages in a competing business, (ii) solicit for the purpose of conducting a competing business any customer or prospective customer of Playa USA, us or any of our affiliates in a line of business that we, Playa USA, or any of our affiliates conducts or plans to conduct as of the date of the executive’s termination, or (iii) solicit or employ any person who is, or was at any time during thetwo-year period prior to the executive’s termination, an employee with a senior management position at Playa USA, us or any of our affiliates. The employment agreements with each of Messrs. Stadlin and Froemming provide for a confidentiality covenant on the part of the executive after his termination of employment.

Employment Agreement of Mr. Hymel

We appointed RyanOn December 28, 2018, Mr. Hymel who formerly served as Senior Vice President & Treasurer, as Chief Financial Officer, effective July 1, 2017. On August 1, 2017, Playa Management entered into an employment agreement with Mr. HymelPlaya Management, with an effective date of JulyJanuary 1, 2017.2019. The Employment Agreementemployment agreement provides for an initial period of employment that ends on June 30, 2020.December 31, 2021. Pursuant to the employment agreement, Mr. Hymel serves as the Chief Financial Officer of Playa Management.

The employment agreement with Mr. Hymel provides for a base salary of $325,000$425,000 (as may be increased by our Board), an annual discretionary bonus opportunity targeted at 75% of his base salary (subject to a maximum

of 131.25% of base salary) and the opportunity to participate in any equity compensation plan, other incentive compensation programs and other health, benefit and incentive plans offered to other senior executives of Playa Management and its affiliates. Mr. Hymel is entitled to paid time off and holiday pay in accordance with the policies of Playa Management. In addition, upon termination of the employment agreement without “Cause” or resignation by the executive for “Good Reason,” as those terms are defined in the employment agreement, Mr. Hymel will, conditioned upon his execution of a separation and release agreement, be eligible to receive the following payments:

The Employment Agreement provides that in the event Mr. Hymel is terminated without “Cause” or resigns for “Good Reason” within two years following a “Change in Control,” as those terms are defined in the employment agreement, Mr. Hymel will be eligible to receive the payments set forth above, provided however

that the Executive Severance Payment shall be increased to 1.5 times his base salary at the rate in effect on his last day of employment. In the event that Mr. Hymel terminates his employment without “Good Reason,” as defined in the employment agreement with Mr. Hymel, conditioned upon his execution of a separation and release agreement, Mr. Hymel will be eligible to receive a payment of any unpaid portion of his base salary through the effective date of termination, reimbursement for any outstanding reasonable expenses, continued insurance benefits to the extent required by law and payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan, or any other employee benefit plan or program of Playa Management or its affiliates.

The employment agreement with Mr. Hymel provides that Mr. Hymel is obligated to devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under the employment agreement, provided that, to the extent such activities do not impair the performance of his duties to Playa Management or its affiliates, the executive is permitted to engage in the following other specified activities: (i) engaging in personal investments and charitable, professional and civic activities; (ii) serving on boards of directors of entities that do not compete with Playa Management or its affiliates; and (iii) certain other activities and director positions that the board of directors of Playa Management may approve.

The employment agreement with Mr. Hymel provides that during the term of Mr. Hymel’s employment and for a period of 12 months following the expiration, resignation or termination of his employment, Mr. Hymel agrees not to (i) engage in any competing business in certain geographic regions, provided, however, that he may own five percent of the outstanding stock of any publicly traded corporation or other entity that engages in a competing business, (ii) solicit for the purpose of conducting a competing business any customer or prospective customer of Playa Management or its affiliates in a line of business Playa Management or one of its affiliates conducts or plans to conduct as of the date of his termination, or (iii) solicit or employ any person who is, or was at any time duringthe two-year period prior to his termination, an employee with a senior management position at Playa Management or its affiliates. The employment agreement with Mr. Hymel provides for a confidentiality covenant on the part of Mr. Hymel after his termination of employment.

2017 Omnibus Incentive PlanOutstanding Equity Awards at FiscalYear-End

Our Board adopted, in connectionThe following table sets forth information with respect to outstanding equity awards held by the consummationnamed executive officers as of the Business Combination, the 2017 Plan for the purposeDecember 31, 2018. As indicated below, such equity awards consist of (a) providing eligible persons with an incentive to contribute to our successboth time-vesting and to operate and manage our business in a manner that will provide for our long-term growth and profitability to benefit our