No. 09818705
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
RESOLUTION
of
HOSTELWORLD GROUP PLC
(Passed on 17 September 2020)
At a General Meeting of the above-named Company, duly convened and held at Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 17 September 2020 at 12 noon, resolution 1 below was passed as an Ordinary Resolution.
ORDINARY RESOLUTION
- 1. THAT the directors of the Company ("Directors") be and are hereby generally and unconditionally authorised:
- (a) to capitalise a sum of up to €16,362.52 standing to the credit of the Company's share premium account and apply any such sums in paying up in full up to 1,636,252 ordinary shares of €0.01 each in the capital of the Company, to be allotted to existing Shareholders recorded on the register of members of the Company at 6.00 p.m. on 17 September 2020 (the "Record Time"), on the basis of one new ordinary share for every 70.09 ordinary shares held and recorded on the Company's register of members at the Record Time (the "Bonus Issue" and the "Bonus Issue Shares") provided that this power shall be limited to the allotment of Shares to ordinary shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter and such powers to expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2021; and
- (b) pursuant to and in accordance with section 551 of the Companies Act 2006, and without prejudice to any existing authority to allot and issue shares, to exercise all the powers of the Company to allot and issue shares in the Company for the purposes of issuing the Bonus Issue Shares pursuant to the Bonus Issue up to an aggregate nominal amount of €16,362.52 credited as fully paid, such authority to expire (unless previously renewed, varied or
revoked by the Company in a general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2021.
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Chairman