Hostelworld : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what ac on 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 2023

No ce of the Annual General Mee ng of the Company to be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on Tuesday 9 May 2023 at 12 noon is set out at the end of this document and the recommenda on of the Directors is set out on page 6. A Form of Proxy for use in connec on with the Mee ng is provided. To be valid, any instrument appoin ng 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 Thursday 4 May 2023. Alterna vely, a proxy may be appointed electronically at www.eproxyappointment.com or 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. 9818705
Directors:		Registered Office:
Michael Cawley (Non-execu	ve Chairman)	1 Chamberlain Square
Gary Morrison (Chief Execu	ve Officer)	Birmingham
Caroline Sherry (Chief Financial Officer)	B3 3AX
Carl G. Shepherd (Non-execu ve Director)	United Kingdom
Éimear Moloney (Non-execu	ve Director)

Evan Cohen (Non-execu ve Director)

3 April 2023

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

Dear Shareholder

This le er accompanies the 2022 Annual Report (the ''Annual Report") and gives details of the business to be transacted at the Annual General Mee ng of the Company (the "AGM") to be held at the offices of the Company, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 9 May 2023 at 12 noon. The purpose of the AGM is to seek shareholders' approval for the Resolu ons.

As we appreciate some shareholders may prefer not to a end, or may be unable to a end, in person, shareholders may submit ques ons to the Board on the formal business of the AGM in advance by email to [e-mail]. Ques ons must be submi ed by 12.00 noon on 4 May 2023. Responses will be made via return of email or published on our website at www.hostelworldgroup.com, as deemed appropriate by the Board.

Annual General Mee ng

No ce of the AGM is given on page 7. Resolu ons 1 to 11 (inclusive) and 15 are proposed as ordinary resolu ons. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolu on. Resolu ons 12 to 14 and 16 are proposed as special resolu ons. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolu on.

Resolu on 1 - Adop on 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 2022. The audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2022 are included in the Annual Report.

Resolu on 2 - Approval of the Directors' remunera on report

The purpose of Resolu on 2 is to approve the Directors' remunera on report for the financial year ended 31 December 2022. The Directors' remunera on report is set out on pages 120 to 145 of the Annual Report. The vote is advisory and the Directors' en tlement to receive remunera on is not condi onal on it.

Resolu ons 3 to 8 - Re-elec on of Directors

The 2018 UK Corporate Governance Code (the "Code") requires the Directors of the Company to be subject to annual re-elec on. Accordingly, Resolu ons 3 to 8 propose the re-elec on of each of the current Directors who were re-elected at the 2022 AGM.

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The Board has considered the performance of each of the Directors to be re-elected and is sa sfied that their performance con nues to be effec ve and demonstrates commitment to the role. Collec vely, the Non-execu ve Directors possess a wide range of the cri cal skills of value to the Board and relevant to the challenges and opportuni es facing the Company which include financial, commercial and general management experience, online travel exper se and e-commerce exper se. Each Non-execu ve Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collec ve range of knowledge, viewpoints and diversity ensures a high quality of robust debate and input into key decisions and ensures the Board operates effec vely.

In terms of the Execu ve Directors, Gary Morrison has significant experience of the travel industry and a track record of growth in an online marke ng business and Caroline Sherry has significant financial experience in interna onal consumer-focused businesses and a proven track record in financial leadership. It is, therefore, felt that through the combined business skills, e-commerce exper se and online travel exper se of its Non- execu ve and Execu ve Directors, each Director's contribu on is and con nues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the re-elec on of each of the Directors.

Resolu on 9 - To appoint the auditors

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

As explained in the 2022 Annual Report, the Audit Commi ee undertook a compe ve tender process for the Company's external audit services during 2022. Following that process, the Audit Commi ee recommended to the Board that KPMG be appointed as the Company's auditors with effect from the end of the AGM, and Resolu on 9 proposes this appointment.

Deloi e Ireland LLP will accordingly re re as the Company's auditors with effect from the AGM. As required by sec on 519 of the Companies Act 2006 (the "Act"), the re ring auditors have provided a statement of circumstances which the Company is required to distribute to members under sec on 520 of the Act and which is set out in the Appendix to this No ce.

Resolu on 10 - Authority for the Directors to fix the auditors' remunera on

This Resolu on authorises the Directors, in accordance with standard prac ce, to nego ate and agree the remunera on of the auditors. In prac ce, the Audit Commi ee will consider the audit fees for recommenda on to the Board.

Resolu on 11 - Authority to allot shares or grant subscrip on or conversion rights

This Resolu on asks shareholders to grant the Directors authority under sec on 551 of the Act to allot ordinary shares or grant such subscrip on or conversion rights as contemplated by sec ons 551(1)(a) and (b) respec vely of the Act. Resolu on 11.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €406,180.91 represen ng approximately one third of the nominal value of the Company's issued share capital as at 31 March 2023, the latest prac cable date prior to the publica on of this No ce. This is the maximum permi ed amount under best prac ce corporate governance guidelines.

In line with the latest guidance issued by the Investment Associa on, Resolu on 11.2 would give the Directors an addi onal authority to allot ordinary shares in connec on with a fully pre-emp ve issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €406,180.91. This amount represents approximately an addi onal third of the nominal value of the Company's issued share capital as at 31 March 2023, the latest prac cable date prior to the publica on of this No ce.

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The authori es sought under Resolu ons 11.1 and 11.2 will expire on the earlier of 6.00 p.m. on 9 August 2024 and the conclusion of the Annual General Mee ng of the Company to be held in 2024. The Resolu on replaces a similar resolu on passed by the Company on 11 May 2022.

The Directors have no present inten on of exercising such authori es. 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 condi ons.

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

Resolu ons 12 and 13- Disapplica on of pre-emp on rights (special resolu on)

The Act requires that shares or other equity securi es allo ed for cash are offered first to exis ng shareholders in propor on to their exis ng holding. The passing of these Resolu ons 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 securi es to exis ng shareholders.

The authority under Resolu on 12 would be limited to:

1. in the case of Resolu on 12.1, allotments or sales in connec on with pre-emp ve offers (but

where authority to allot has been granted under Resolu on 11.2, by a fully pre-emp ve offer only), allowing the Directors to make appropriate arrangements in rela on to frac onal en tlements or other legal or prac cal problems which might arise;

1. in the case of Resolu on 12.2, otherwise up to an aggregate nominal amount of €121,854.27. The aggregate nominal amount set out in Resolu on 12.2 represents approximately 10% of the issued ordinary share capital of the Company as at 31 March 2023, being the latest prac cable date prior to publica on of this No ce; and
2. allotments or sales (otherwise than under paragraphs (i) and (ii) above) up to an aggregate nominal amount of €24,370.85, which represents approximately 2% of the Company's issued ordinary share capital as at 31 March 2023 (being the latest prac cable date prior to the publica on of this No ce) to be used only for the purposes of making a follow-on offer to retail investors or exis ng investors not allocated shares in the offer.

Resolu on 13 would give the Directors authority to (i) allot a further 10% of the issued ordinary share capital of the Company as at 31 March 2023 (being the latest prac cable date prior to the publica on of this No ce) for the purposes of financing a transac on which the Directors determine to be an acquisi on or other capital investment contemplated by the Statement of Principles on Disapplying of Pre-emp on Rights published by the Pre-Emp on Group in November 2022 (the "Statement of Principles") and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of €24,370.85, which represents approximately 2% of the Company's issued ordinary share capital as at 31 March 2023 (being the latest prac cable date prior to the publica on of this No ce) to be used only for the purposes of making a follow-on offer to retail investors or exis ng investors not allocated shares in the offer.

The disapplica on authori es under Resolu ons 12 and 13 are in line with guidance set out in the Statement of Principles. The Statement of Principles allows a board to allot shares for cash otherwise than in connec on with a pre-emp ve offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connec on with an acquisi on or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue and (iii) in the case of both

1. or (ii), up to an addi onal 2% in connec on with a follow-on offer to retail investors or exis ng investors not allocated shares in the offer.

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The authority contained in Resolu ons 12 and 13 will expire on the earlier of 6.00 p.m. on 9 August 2024 and the conclusion of the Annual General Mee ng of the Company to be held in 2024.

Resolu on 14 - Purchases of own shares by the Company (special resolu on)

Resolu on 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 €121,854.27 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company as at 31 March 2023 (being the last prac cable date prior to the publica on of this No ce)). The authority will expire on the earlier of the conclusion of the Annual General Mee ng of the Company to be held in 2024 or 6.00 p.m. on 9 August 2024.

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 quota ons 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 inten on of exercising such authority but will keep the ma er under review, taking into account the financial resources of the Company, the Company's share price and future funding opportuni es. 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 me. Resolu on 14 renews a similar resolu on passed by the Company on 11 May 2022. 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.

Op ons to subscribe for up to 7,297,809 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 31 March 2023 (being the latest prac cable date prior to the publica on of this No ce) represen ng approximately 5.99% of the issued ordinary share capital at that date (excluding any shares held in treasury). If the Directors were to exercise in full the power for which they are seeking authority under Resolu on 14, the op ons outstanding as at 31 March 2023 would represent approximately 6.65% of the ordinary share capital (excluding any shares held in treasury) in issue following such exercise.

Resolu on 15 - Poli cal dona ons and poli cal expenditure

Part 14 of the Act requires companies to seek shareholder approval for dona ons to, or expenditure incurred in connec on with, any poli cal party, poli cal organisa on or independent elec on candidate.

Although the Company does not intend (and none of its subsidiaries intend) to make dona ons to poli cal par es, poli cal organisa ons or independent elec on candidates, within the normal meaning of that expression, the defini on in the legisla on of "poli cal dona ons" and "poli cal expenditure" can extend to bodies such as those concerned with policy review, law reform, the representa on of the business community and special interest groups, which the Company might wish to support and so uninten onally fall within the wide defini on of ma ers cons tu ng poli cal dona ons and expenditure in the Act. Accordingly, the Company is seeking authority to make dona ons up to an aggregate amount of €100,000. In line with guidance published by the Investment Associa on, this Resolu on is put to shareholders annually rather than every four years as required by the Act. This authority will expire at the conclusion of the Company's next following Annual General Mee ng to be held in 2024 or, if earlier, at 6.00 p.m. on 9 August 2024.

The resolu on replaces the previous authority put in place by the Company on 11 May 2022. No payments were made by the Company under this previous authority.

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