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    HSW   GB00BYYN4225

HOSTELWORLD GROUP PLC

(HSW)
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Hostelworld : Form of Proxy for General Meeting 26 April 2021

04/01/2021 | 08:16am EST

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Hostelworld Group plc (the "Company") notifies you of the General Meeting (the "Meeting") of the Company to be

held at the offices of the Company, Floor 2,

One Central Park, Leopardstown, Dublin 18, Ireland on Monday 26 April 2021 at 12.30 p.m.

Shareholder Reference Number

Form of Proxy - General Meeting of Hostelworld Group plc to be held on Monday 26 April 2021 at 12.30 p.m.

Cast your Proxy online...lt's fast, easy and secure!

www.eproxyappointment.com

Control Number: 917118

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite

PIN:

and agree to certain terms and conditions.

To view the Notice of Meeting online go to: www.hostelworldgroup.com

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland through the voting website

(see above) or through the CREST electronic proxy appointment service (see note 5 below), by 12.30 p.m. on 22 April 2021.

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf, at the Meeting. Given the impact of COVID-19on the General Meeting which, as outlined in the Notice of Meeting, is being held as a closed meeting, you are strongly advised to appoint the Chairman, to ensure that your votes will be counted. If you appoint another person, they will not be permitted to access the General Meeting and your vote will not be able to be exercised. If no name is inserted in the space provided then the Chairman will be deemed appointed as the proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy is authorised to act. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on (00) 353 1 447 5566 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy is authorised to act. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope with any power of attorney or other authority under which the form(s) is executed or a notarially certified copy thereof. Please note that you may not appoint more than one proxy to exercise rights attached to any one share.
  3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. On any other business which properly comes before the Meeting (including any motion to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his/her discretion.
  1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 6 p.m. on 22 April 2021. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
  2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 12.30 p.m. on 22 April 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  3. The above is how your address appears on the Register of Members. If this information is incorrect, please ring the Registrar's helpline on (00) 353 1 447 5566 to request a change of address form or go to www.computershare.co.uk to use the online Investor Centre service.
  4. In the case of joint holders, the vote of the first-named in the Register of Members of the Company will be accepted to the exclusion of that of other joint holders.
  5. Any alterations made to this form should be initialled by the person who signs it.
  6. The completion and return of this form will not preclude a member from attending the Meeting and voting in person. However, under the COVID-19 measures that have been put in place by the Irish Health Service Executive and as advised in the Notice of Meeting, the General Meeting will be held as a closed meeting and you are, therefore, prohibited from attending, and will be refused entry to, the General Meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the

All Holders

unique designated account printed hereon. This personalised form is not transferable

between different (i) account holders; or (ii) uniquely designated accounts. The

Company and Computershare Investor Services (Ireland) Limited accept no liability for

any instruction that does not comply with these conditions.

Form of Proxy

I/We hereby appoint the Chairman of the Meeting OR the following person

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the General Meeting of Hostelworld Group plc to be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 26 April 2021 at 12.30 p.m. and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Resolutions

Vote

For

Against

Withheld

1. To approve the amendment to the Directors' Remuneration Policy to allow the grant of a Restricted

Share Award, including for the purposes of section 226B(1)(b) of the Companies Act 2006.

2. To approve the amendment to the rules of the Company's Long Term Incentive Plan.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

Signature

Date

DD / MM / YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

W K F 0 7 5 0

0 9

H O W I

sterling 174729

Disclaimer

Hostelworld Group plc published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2021 09:47:15 UTC.


ę Publicnow 2021
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