Hostelworld : Notice of 2022 AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your registered holdings of ordinary shares in Hostelworld Group plc (the "Company") please forward this document, together with the Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

HOSTELWORLD GROUP PLC

(Registered in England and Wales with no. 9818705)

NOTICE OF ANNUAL GENERAL MEETING 2022

Notice of the Annual General Meeting of the Company to be held at the offices of the Company, Floor 3, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on Wednesday 11 May 2022 at 12 noon is set out at the end of this document and the recommendation of the Directors is set out on page 7. A Form of Proxy for use in connection with the Meeting is provided. To be valid, any instrument appointing a proxy must be received by Computershare Investor Services PLC at P.O. Box 13030, Dublin 24, Ireland (if by post) or 3100 Lake Drive, Citywest Business Campus, Dublin 24 D24 AK82, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Monday 9 May 2022. Alternatively, a proxy may be appointed electronically atwww.eproxyappointment.comor if you hold shares in CREST, by using the CREST electronic proxy appointment service.

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HOSTELWORLD GROUP PLC

(REGISTERED IN ENGLAND AND WALES WITH NO. 981S705)

Directors:
Michael Cawley (Non-executive Chairman)	5th Floor, The Cursitor
Gary Morrison (Chief Executive Officer)	38 Chancery Lane
Caroline Sherry (Chief Financial Officer)	London WC2A 1EN
Carl G. Shepherd (Non-executive Director)	United Kingdom
Éimear Moloney (Non-executive Director)
Evan Cohen (Non-executive Director)
6 April 2022

Registered Office:

To holders of ordinary shares of €0.01 each in Hostelworld Group plc (the "Company")

Dear Shareholder,

This letter accompanies the 2021 Annual Report (the ''Annual Report") and gives details of the business to be transacted at the Annual General Meeting of the Company (the "AGM") to be held at the offices of the Company, Floor 3, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 11 May 2022 at 12 noon. The purpose of the AGM is to seek shareholders' approval for the Resolutions.

At the present time, we expect to be able to welcome shareholders to the AGM in person. However, due to the ongoing uncertainty in respect of the COVID-19 pandemic, the arrangements for the AGM may be subject to change at short notice. If it becomes necessary to amend the arrangements for the AGM, an announcement will be made via our website and through a Regulatory Information Service.

As we appreciate some shareholders may prefer not to attend, or may be unable to attend, in person, shareholders may submit questions to the Board on the formal business of the AGM in advance by email [e-mail]. Questions must be submitted by 12.00 noon on 9 May 2022. Responses will be made via return of email or published on our website atwww.hostelworldgroup.comas deemed appropriate by the Board.

Annual General Meeting

Notice of the AGM is given on page 8. Resolutions 1 to 12 (inclusive) and 15 are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 13, 14 and 16 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolution.

Resolution 1 - Adoption of the audited accounts and the Directors' and Auditors' reports

English company law requires the Directors to present to the AGM the audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2021. The auditedaccounts and the Directors' and Auditors' reports for the financial year ended 31 December 2021 are included in the Annual Report.

Resolution 2 - Approval of the Directors' remuneration report

The purpose of Resolution 2 is to approve the Directors' remuneration report (excluding the Directors' remuneration policy) for the financial year ended 31 December 2021. The Directors' remuneration report is set out on pages 104 to 133 of the Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.

Resolution 3 - Directors' Remuneration Policy

Shareholders are requested to approve the Directors' Remuneration Policy as set out on pages 110 to 122 of the Annual Report. The Directors' Remuneration Policy must be approved by shareholders (by a separate resolution) at least once every three years. The current Remuneration Policy was approved by shareholders at the annual general meeting in 2019 and was amended at the general meeting in 2021. The proposed Remuneration Policy is substantially the same as the current policy, save in respect of the ability to settle bonuses in shares and the introduction of new restricted share awards. Further details are set out on page 106 of the Annual Report.

As noted in the Annual Report, it is intended that the revised Remuneration Policy will take effect at the conclusion of the AGM and will remain in place for two years, with a new policy being put to shareholders in 2024.

Resolutions 4 to 9 - Re-election of Directors

The 2018 UK Corporate Governance Code requires the Directors of the Company to be subject to annual re-election. Accordingly, Resolutions 4 to 9 propose the re-election of each of the current Directors who were elected or re-elected at the 2021 AGM.

The Board has considered the performance of each of the Directors to be re-elected and is satisfied that their performance continues to be effective and demonstrates commitment to the role. Collectively, the Non-executive Directors possess a wide range of the critical skills of value to the Board and relevant to the challenges and opportunities facing the Company which include financial, commercial and general management experience, online travel expertise and e-commerce expertise. Each Non-executive Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collective range of knowledge, viewpoints and diversity ensures a high quality of robust debate and input into key decisions and ensures the Board operates effectively. In terms of the Executive Directors, Gary Morrison has significant experience of the travel industry and a track record of growth in an online marketing business and Caroline Sherry has a wealth of financial experience in international consumer-focused businesses and proven track record in financial leadership. It is, therefore, felt that through the combined business skills, e-commerce expertise and online travel expertise of its Non-executive and Executive Directors, each Director's contribution is and continues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the election and re-election of each of the Directors.

Resolution 10 - To re-appoint the auditors

The Company is required to appoint auditors at each AGM at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.

The Audit Committee, on behalf of the Board, has reviewed the effectiveness, independence and objectivity of the external auditors, Deloitte Ireland LLP and now proposes their re-appointment as auditors of the Company.

Resolution 11 - Authority for the Directors to fix the auditors' remuneration

This Resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors. In practice, the Audit Committee will consider the audit fees for recommendation to the Board.

Resolution 12 - Authority to allot shares or grant subscription or conversion rights

This Resolution asks shareholders to grant the Directors authority under section 551 of the Companies Act 2006 (the "Act") to allot ordinary shares or grant such subscription or conversion rights as contemplated by sections 551(l)(a) and (b) respectively of the Act. Resolution 12.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €391,684.65, representing approximately one third of the nominal value of the Company's issued share capital as at 30 March 2022, the latest practicable date prior to the publication of this Notice. This is the maximum permitted amount under best practice corporate governance guidelines.

In line with guidance issued by the Investment Association, Resolution 12.2 would give the Directors an additional authority to allot ordinary shares in connection with a fully pre-emptive rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €391,684.65. This amount represents approximately an additional third of the nominal value of the Company's issued share capital as at 30 March 2022, the latest practicable date prior to the publication of this Notice.

The authorities sought under Resolutions 12.1 and 12.2 will expire on the earlier of 6.00 p.m. on 11

August 2023 and the conclusion of the Annual General Meeting of the Company to be held in 2023.

The Resolution replaces a similar resolution passed by the Company on 26 April 2021.

The Directors have no present intention of exercising such authorities. However, the Directors consider it important to have the maximum ability and flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions.

As at the date of this Notice, no shares are held by the Company in treasury.

Resolution 13 - Disapplication of pre-emption rights (special resolution)

The Act requires that shares or other equity securities allotted for cash are offered first to existing shareholders in proportion to their existing holding. The passing of this Resolution would allow the Directors to allot shares (or sell any shares which the Company may hold in treasury following a purchase of its own shares) without first offering the securities to existing shareholders.

The authority under Resolution 13 would be limited to: (i) in the case of Resolution 13.1, allotments or sales In connection with pre-emptive offers (but where authority to allot has been granted under Resolution 12.2, by a rights issue only), allowing the Directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise; and (ii) in the case of Resolution 13.2, otherwise up to an aggregate nominal amount of €58,752.69. The aggregate nominal amount set out in Resolution 13.2 represents approximately 5% of the issued ordinary share capital of the Company as at 30 March 2022, being the latest practicable date prior to publication of this Notice.

In respect of the authority referred to in this Resolution 13, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authority within a rolling three-year period. The Principles provide that usage in excess of 7.5% of issued ordinary share capital of the Company (excluding treasury shares) in any three-year rolling period should not take place without prior consultation with shareholders.

The authority will expire on the earlier of 6.00 p.m. on 11 August 2023 and the conclusion of the Annual General Meeting of the Company to be held in 2023.

Resolution 14 - Purchases of own shares by the Company (special resolution)

Resolution 14 seeks authority for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of ordinary shares up to a maximum aggregate nominal amount of €117,505.39 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company as at 30 March 2022 (being the last practicable date prior to the publication of this Notice)). The authority will expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2023 or 6.00 p.m. on 11 August 2023.

The maximum price payable for the purchase by the Company of its own ordinary shares will be limited to an amount equal to the higher of 5% above the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS. The minimum price payable by the Company for the purchase of its own ordinary shares will be €0.01 per share (being the amount equal to the nominal value of an ordinary share).

The Directors have no present intention of exercising such authority but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority to purchase the Company's own ordinary shares will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per ordinary share and that it is in the best interests of the Company at the time. Resolution 14 renews a similar resolution passed by the Company on 26 April 2021. The Company will be able to hold the ordinary shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes.

Options to subscribe for up to 4,821,975 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 30 March 2022 (being the latest