Hostelworld Group

AGM Information • May 31, 2019

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

HOSTELWORLD GROUP PLC

(Passed 31 Mav 2019)

ORDINARY RESOLUTIONS

At the ANNUAL GENERAL MEETING of the above-named Company, duly convened and held at the offices of Hostelworld Group plc, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 31 May 2019 at 12 noon the following resolutions were passed.

• 1. THAT for the purposes of section 551 of the Companies Act 2006 (the "Act") (and so that expressions used in this resolution shall bear the same meanings as in the said section 551):
• 13.1 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the Act respectively up to a maximum nominal amount of €318,569.26 to such persons and at such times and on such terms as they think proper during the period expiring at the end of the Annual General Meeting of the Company in 2020 or, if earlier, at 6,00 p.m. on 31 August 2020 (unless previously revoked or varied by the Company in general meeting); and further
• 13.2 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (as defined in section 560 of the Act) in connection with a rights issue in favour of the holders of equity securities and any other persons entitled to participate in such issue where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by them up to a maximum nominal amount of €318,569.26 during the period expiring at the end of the Annual General Meeting of the Company in 2020 or, if earlier, at 6.00 p.m. on 31 August 2020 subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
• 13.3 the Company be and is hereby authorised to make prior to the expiry of such periods any offer or agreement which would or might require such shares or rights to be allotted or

granted after the expiry of the said periods and the Directors may allot such shares or grant such rights in pursuance of any such offer or agreement notwithstanding the expiry of the authorities given by this resolution,

so that all previous authorities of the Directors pursuant to the said section 551 be and are hereby revoked.

• 1. THAT the Company (and any of its subsidiaries) be and are hereby authorised to, for the purposes of Part 14 of the Act:
• 16.1 make political donations to any political party or independent election candidates;
• 16.2
• incur political expenditure; 16.3

provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries shall not exceed

€100,000 during the period beginning with the date of this resolution and ending at the conclusion of the Company's next following Annual General Meeting to be held in 2020 or, if earlier, at 6.00 p.m. on 31 August 2020.

For the purposes of this resolution, the expressions "political donations", "political party", "political organisation", "independent election candidate" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.

SPECIAL RESOLUTIONS

• 1. J THAT, subject to the passing of Resolution 13 set out in the Notice convening this Meeting, the Directors be and are empowered in accordance with section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred on them to allot such shares or grant such rights by Resolution 13 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and sub-sections (1) - (6) of section 562 of the Act did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to:
• 14.1 the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements or

legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and

14.2 a nominal amount of €47,785.39,

and this power, unless renewed, shall expire at the end of the Annual General Meeting of the Company in 2020 or, if earlier, at 6.00 p.m. on 31 August 2020 but shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

• 1. THAT the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares of €0.01 each in the capital of the Company ("ordinary shares") provided that:
• 15.1 the maximum number of ordinary shares hereby authorised to be purchased is 9,557,078;
• 15.2 the minimum price (exclusive of expenses) which may be paid for such ordinary shares is €0.01 per share, being the nominal amount thereof;
• 15.3 the maximum price (exclusive of expenses) which may be paid for such ordinary shares shall be an amount equal to the higher of (i) 5% above the average of the middle market quotations for such shares taken from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) 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;
• 15.4 the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the end of the next Annual General Meeting of the Company and the date which is 18 months after the date on which this resolution is passed; and
• 15.5 the Company may make a contract to purchase its own ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own ordinary shares in pursuance of any such contract.
• 1. That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

Chairman

and superior services and service and services and services and

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