Hostelworld Group

Proxy Solicitation & Information Statement • Apr 24, 2017

Attendance Card

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

Form of Proxy - Annual General Meeting of Hostelworld Group plc to be held on 1 June 2017 at 2p.m. hel

y l The Chairman of Hostelworld Group plc invites you to attend the up the t Annual General Meeting (the "Meeting") of the Company to be held at eting") a n the offi ces of McCann FitzGerald, Riverside One, erald, On 37-42 Sir John Rogerson's Quay, Dublin 2, Ireland on on's Irelan O 1 June 2017 at 2p.m. m. Shareholder Reference Number Reference Numbe n o o Form of Proxy - Annual General Meeting of Hostelworld Group plc to be held on 1 June 2017 at 2p.m. hel i Cast your Proxy onlineIt's fast, easy and secure! Control Number: C @ t www.eproxyappointment.com SRN: PIN: You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite N) oppo a and agree to certain terms and conditions. To view the Annual Report online go to: www.hostelworldgroup.com p.com m m m m To view the Notice of Meeting online go to: www.hostelworldgroup.com w.hostelworl To be effective, all proxy appointments must be lodged with the Company's Registrar at: ppointments ents lodge t Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland through the voting x on Corrig S website (see above) or through the CREST electronic proxy appointment service (see note 5 below), by 2p.m. on 30 May 2017. ic appoint se r r Explanatory Notes: 4. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a f e, a to attend and vote at the Meeting and the number of votes which may be cast thereat shareholder as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote er ttend, v vote o will be determined by reference to the Register of Members of the Company as at 6p.m. on their behalf, at the Meeting. If you wish to appoint a person other than the Chairman, please rson r pl please on 30 May 2017. Changes to entries on the Register of Members after that time shall be insert the name of your chosen proxy holder in the space provided (see reverse). If no name ace ded no name f disregarded in determining the rights of any person to attend and vote at the Meeting. is inserted in the space provided then the Chairman will be deemed appointed as the proxy. n proxy. a If the proxy is being appointed in relation to less than your full voting entitlement, please enter han an ent 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously in the box next to the proxy holder's name (see reverse) the number of shares in relation to e verse) shares relatio appointed or otherwise) via the CREST system, CREST messages must be received which the proxy is authorised to act. If left blank your proxy will be deemed to be authorised ank r wil auth by the issuer's agent (ID number 3RA50) not later than 2p.m. on 30 May 2017. For this in respect of your full voting entitlement (or if this proxy form has been issued in respect of a r xy iss res purpose, the time of receipt will be taken to be the time (as determined by the timestamp n designated account for a shareholder, the full voting entitlement for that designated account). he ng d designate 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 2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the oxy ob by circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001. Registrar's helpline on (00) 353 1 447 5566 or you may photocopy the reverse only of this form. 7 the I Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in he rev n 6. 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 relation to which the proxy is authorised to act. Please also indicate by ticking the box provided uthorised thorised indi tic address form or go to www.computershare.co.uk to use the online Investor Centre service. if the proxy instruction is one of multiple instructions being given. All forms must be signed and for giv should be returned together in the same envelope with any power of attorney or other authority er any 7. In the case of joint holders, the vote of the fi rst-named in the Register of Members of under which the form(s) is executed or a notarially certifi ed copy thereof. Please note that you lly t the Company will be accepted to the exclusion of that of other joint holders. may not appoint more than one proxy to exercise rights attached to any one share. attached rights r 8. Any alterations made to this form should be initialled by the person who signs it. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular d' verle 9. The completion and return of this form will not preclude a member from attending the resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not ever, uld be Withh Meeting and voting in person. be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. On on proportio vot o o any other business which properly comes before the Meeting (including any motion to amend usiness ch be M any resolution or to adjourn the Meeting) the proxy will vote or abstain at his/her discretion. ution Meeting) proxy F Kindly Note: This form is issued only to the addressee(s) and is specific to the ndly dly s issue t All Holders unique designated account printed hereon. This personalised form is not transferable nique pri here between different (i) account holders; or (ii) uniquely designated accounts. The differ holde Company and Computershare Investor Services (Ireland) Limited accept no liability an Inve for any instruction that does not comply with these conditions. r not tha	Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. der re

Poll Card To be completed only at the AGM if a Poll is called.

	Resolutions	For		Vote Against Withheld			For r	Vote Against Withheld
1.	To adopt the Company's annual accounts and the Directors' and Auditors' reports				10.	To re-appoint Deloitte as auditors to the Company
2.	To approve the Directors' remuneration report				11.	To authorise the Directors to fi x the auditors' remuneration on
3.	To declare a fi nal dividend of €0.104 per ordinary share				12.	To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of of the Companies Act 2006	l l	y y y
4.	To declare a supplementary dividend of €0.105 per ordinary share				13.	nder n n To disapply statutory pre-emption rights under section 570 of the Companies Act 2006 - General al
5.	To re-elect Feargal Mooney as a Director				14.	To disapply statutory pre-emption rights under section 570 570 tion 5 of the Companies Act 2006 - Specifi c capital expenditure enditure
6.	To re-elect Mari Hurley as a Director				15.	To authorise the Company to make market purchases of ke its own ordinary shares
7.	To re-elect Richard Segal as a Director				16.	To approve the rules and implementation of the SAYE Plan lementation mentation Pla
8.	To re-elect Michael Cawley as a Director				17.	O To authorise the Company to make political donations any donations and incur political expenditure enditure
9.	To re-elect Andy McCue as a Director				18.	To permit general meetings to be called on 14 days' notice eetings notice days
	Please use a black pen. Mark with an X inside the box as shown in this example.			X		n Signature
	Form of Proxy
	I/We hereby appoint the Chairman of the Meeting OR the following person
			*

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

	Directors' and Auditors' reports
2.	To approve the Directors' remuneration report				11. To authorise the Directors to fi x the auditors' remuneration on
3.	To declare a fi nal dividend of €0.104 per ordinary share				y y y y l l l 12. To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of of the Companies Act 2006
4.	To declare a supplementary dividend of €0.105 per ordinary share				To disapply statutory pre-emption rights under section 13. 570 of the Companies Act 2006 - General al
5.	To re-elect Feargal Mooney as a Director				nder n n n 14. To disapply statutory pre-emption rights under section 570 570 tion 5 of the Companies Act 2006 - Specifi c capital expenditure enditure
6.	To re-elect Mari Hurley as a Director				15. To authorise the Company to make market purchases of ke its own ordinary shares
7.	To re-elect Richard Segal as a Director				16. To approve the rules and implementation of the SAYE Plan lementation mentation Pla
8.	To re-elect Michael Cawley as a Director				17. To authorise the Company to make political donations any donations and incur political expenditure enditure
9.	To re-elect Andy McCue as a Director				O O 18. To permit general meetings to be called on 14 days' notice eetings notice days
	Please use a black pen. Mark with an X inside the box as shown in this example. Form of Proxy I/We hereby appoint the Chairman of the Meeting OR the following person			X	n n Signature o
			*		i
	* 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			). ple Vote	t the offi ces of McCann FitzGerald, Riverside One, 37-42 Sir John Rogerson's Quay, Dublin 2, Ireland on 1 June 2017 at 2p.m. and at any adjourned meeting. son's uay, Ire ments mad FOLD Vote HERE
	To adopt the Company's annual accounts and the Directors' and Auditors' reports	For	nst	Against Withheld	a a For Against Withheld 10. To re-appoint Deloitte as auditors to the Company re-app T
	To approve the Directors' remuneration report				11. To authorise the Directors to fi x the auditors' a remuneration re
	To declare a fi nal dividend of €0.104 per ordinary share			m m m m	12. To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of the Companies Act 2006
	To declare a supplementary dividend of €0.105 105 per ordinary share		r r r		13. To disapply statutory pre-emption rights under section 570 of the Companies Act 2006 - General
	To re-elect Feargal Mooney as a Director ctor		o o o o		14. To disapply statutory pre-emption rights under section 570 of the Companies Act 2006 - Specifi c capital expenditure
	f f f f To re-elect Mari Hurley as a Director				To authorise the Company to make market 15. purchases of its own ordinary shares
	n n n To re-elect Richard Segal as a Director al				16. To approve the rules and implementation of the SAYE Plan
1. 2. 3. 4. 5. 6. 7. 8.	I I To re-elect Michael Cawley as a Director l				17. To authorise the Company to make political donations and incur political expenditure
9.	To re-elect Andy McCue as a Director ue				18. To permit general meetings to be called on 14 days' notice
	r r ct r indicate th				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
	o o F F the Meeting. ing. Signature nature		Date

o ct r indicate th the Meeting. ing.
nature
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