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 the Company please forward this document, together with the accompanying 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. 09818705)

NOTICE OF ANNUAL GENERAL MEETING 2016

Notice of the Annual General Meeting of the Company to be held at the offices of McCann FitzGerald, Riverside One, 37-42 Sir John Rogerson’s Quay, Dublin 2, Ireland on 26 May 2016 at 2p.m. is set out at the end of this document and the recommendation of the directors is set out on pages 7 to 8.

A Form of Proxy for use at the Meeting is enclosed. To be valid, any instrument appointing a proxy must be received by Computershare Investor Services PLC at P.O. Box 954, Dublin 18, Ireland (if by post) or Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 2p.m. on 24 May 2016. Alternatively, 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.

HOSTELWORLD GROUP PLC
(Registered in England and Wales with no. 09818705)

Directors:

Richard Segal (Non-executive Chairman)
Feargal Mooney (Chief Executive Officer)
Mari Hurley (Chief Financial Officer)
Michael Cawley (Non-executive Director)
Andy McCue (Non-executive Director)

Registered Office:

High Holborn House
52-54 High Holborn
London WC1V 6RL

22 April 2016

To holders of ordinary shares of €0.01 each in the Company

Dear Shareholder

This letter accompanies the 2016 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 McCann FitzGerald, Riverside One, 37-42 Sir John Rogerson's Quay, Dublin 2, Ireland on 26 May 2016 at 2p.m.

Annual General Meeting

Notice of the AGM is given on page 9.

Resolution 1 – Adoption of the Annual Accounts, Directors' report and the Directors' remuneration report

Company law requires the Directors to present their report, the Annual Accounts and the Auditors' report on those accounts, on the Directors' report and on the auditable part of the Directors' remuneration report, to shareholders for formal adoption. The Directors' report, the Annual Accounts and the Directors' remuneration report for the financial year 31 December 2015 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 for the financial year ended 31 December 2015 other than the part containing the Directors' remuneration policy (an advisory vote). The Directors' remuneration report for the financial year ended 31 December 2015 is contained in the Annual Report.

Resolution 3 – Approval of the Directors' remuneration policy

The purpose of Resolution 3 is to approve the Directors' remuneration policy set out on pages 58 to 69 of the Director's remuneration report (a binding vote). If Resolution 3 is passed, the Directors' remuneration policy will formally take effect from the conclusion of the AGM. Once the

policy comes into effect, all remuneration payments and payments for loss of office must be consistent with the Company's approved policy or must be separately approved by shareholders.

If the Company wishes to change the Directors' remuneration policy, it will need to put the revised policy to a vote again before it can implement the new policy. If the Directors' remuneration policy remains unchanged, the Company intends to put the policy to shareholders for approval again no later than the 2019 AGM.

If the Directors' remuneration policy is not approved by the shareholders at this AGM for any reason, the Company will, if and to the extent permitted to do so under the Companies Act 2006 (the "Act"), continue to make payments to the Directors in accordance with its existing contractual arrangements and will seek shareholder approval for a revised policy as soon as practicable.

Resolution 4 – To declare a final dividend

The purpose of Resolution 4 is to approve the final dividend recommended by the Directors of €0.0275 per ordinary share for the year ended 31 December 2015 which reflects the distribution of 75% of adjusted profit after taxation for the period since the IPO date of 2 November 2015, on a pro rata basis. If the Resolution is approved, the final dividend for the year ended 31 December 2015 will be paid on 31 May 2016 to holders of ordinary shares on the register at the close of business on 29 April 2016.

Because the Company is tax resident in Ireland, dividend payments are subject to dividend withholding tax in Ireland at the standard rate of Irish income tax. Certain categories of shareholders not resident in Ireland are entitled to an exemption from the withholding tax if, prior to payment of the dividend, the Company's registrar (Computershare) has received all relevant documentation required for the exemption to apply. If you are in any doubt as to whether you may be entitled to such exemption you should read the information set out in appendix 1 and take legal advice if necessary.

Resolutions 5 to 9 – Election of Directors

As this is the first AGM of the Company since its incorporation, all of the Directors are required to offer themselves for election at the AGM. Resolutions 5 to 9 propose the elections of each of the Directors.

The Board has considered the performance of each of the Directors to be elected and is satisfied that their performance continues to be effective and demonstrates commitment to the role.

Brief biographies of the Directors are included in the Annual Report.

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 LLP, who now propose 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 Act to allot ordinary shares or grant such subscription or conversion rights as are contemplated by sections 551(1)(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 €318,569.26, representing approximately one third of the nominal value of the Company's issued share capital on 21 April 2016, the latest practicable date before 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 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 €318,569.26. This amount represents approximately an additional third of the Company's issued share capital on 21 April 2016, the latest practicable date before the publication of this Notice. If the Directors were to use this additional authority, then all of the Directors would submit themselves for re-election at the following AGM.

The authorities sought under Resolutions 12.1 and 12.2 will expire on the earlier of 30 June 2017 and the conclusion of the AGM of the Company held in 2017. The resolution replaces a similar resolution passed by the Company on 27 October 2015.

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.

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. There are currently no treasury shares in existence.

The authority 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; (ii) in the case of Resolution 13.2, otherwise up to an aggregate nominal amount of €47,785.39 and (iii) in the case of Resolution 13.3, up to an aggregate nominal amount of €47,785.39. The aggregate nominal amounts set out in Resolutions 13.2 and 13.3 represent, in each case, 5 per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 21 April 2016, being the latest practicable date prior to publication of this Notice. The proceeds of an issuance of equity securities pursuant to Resolution 13.2 may be used for any purpose the Directors consider is in the best interests of the Company and its shareholders. The Directors confirm that they will only allot shares for cash pursuant to the authority referred to in Resolution 13.3 where that allotment is in connection with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. In respect of the authority referred to in Resolution 13.2, 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 per cent of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to in relation to Resolution 13.3 above.

The authorities will expire on the earlier of 30 June 2017 and the conclusion of the AGM of the Company held in 2017. The resolution replaces a similar resolution passed by the Company on 27 October 2015.

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 €95,570.78 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company as at 21 April 2016 (being the last practicable date prior to the publication of this Notice)). 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. 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. The resolution renews a similar resolution passed by the Company on 27 October 2015. 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.

Awards to acquire up to 928,464 ordinary shares have been granted and are outstanding as at 21 April 2016 (being the latest practicable date prior to publication of this document) representing 0.97% 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 resolution 14, the awards outstanding as at 21 April 2016 would represent 1.08% of the ordinary share capital (excluding shares held in treasury) in issue following such exercise.

Resolution 15 – Political donations and political expenditure

Part 14 of the Act requires companies to seek shareholder approval for donations to, or expenditure incurred in connection with, any political party, political organisation or independent election candidate.

Although the Company does not intend (and none of its subsidiaries intend) to make donations to political parties or to independent election candidates, within the normal meaning of that expression, the definition in the legislation of "political donations" and "political expenditure" can extend to bodies such as those concerned with policy review, law reform, the representation of the business community and special interest groups, which the Company might wish to support. Accordingly, the Company is seeking authority to make donations up to an aggregate amount of €200,000.

The resolution replaces a similar authority put in place by the Company on 27 October 2015. No payments were made under this previous authority.

Resolution 16 – Calling of general meetings

Resolution 16 to be proposed at the AGM seeks authority from shareholders to hold general meetings (other than AGMs) on 14 days' clear notice. This is permissible under the existing articles of the Company and the Act. However, pursuant to the EU Shareholders' Rights Directive the Company must offer the facility, accessible to all shareholders, to vote by electronic means and must obtain specific shareholder approval on an annual basis to retain this ability. The Directors believe that there may be circumstances in which it will be important for the Company to be able to call meetings at such short notice. The shorter notice period would not be used as a matter of course, but only where it is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. Accordingly, the Directors believe that it is important for the Company to retain this flexibility.

Action to be taken

You are asked to either:

complete the attached Form of Proxy and return it, together with any power of attorney or other authority under which it is signed or a notarially certified or office copy thereof, to Computershare Investor Services PLC at P.O. Box 954, Dublin 18, Ireland (if by post) or Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland (if by hand) so as to arrive no later than 48 hours before the time of the AGM; or
submit your proxy electronically by accessing www.eproxyappointment.com; or

if you hold your shares in uncertificated form, use the CREST electronic proxy appointment service as described below.

Completion of the Form of Proxy or appointment of a proxy through CREST does not prevent a member from attending and voting in person.

Shares held in uncertificated form – electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmitted so as to be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by 2p.m. on 24 May 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Location of meeting

The AGM will be held at the offices of McCann FitzGerald, Riverside One, 37-42 Sir John Rogerson's Quay, Dublin 2, Ireland on 26 May 2016 at 2p.m.

Recommendation

The Board believes that the resolutions to be put to the AGM are in the best interests of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the

resolutions, as the Directors intend to do in respect of their beneficial shareholdings in the Company.

Yours sincerely

Richard Segal
Chairman

NOTICE OF ANNUAL GENERAL MEETING
HOSTELWORLD GROUP PLC
(Registered in England and Wales with no. 09818705)

NOTICE is hereby given that the first Annual General Meeting of Hostelworld Group Plc (the "Company") will be held at the offices of McCann FitzGerald, Riverside One, 37-42 Sir John Rogerson's Quay, Dublin 2, Ireland on 26 May 2016 at 2 p.m. for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions, numbers 1 to 11 and 15 of which will be proposed as ordinary resolutions and numbers 12 to 14 and 16 of which will be proposed as special resolutions:

That the Company's annual accounts for the year ended 31 December 2015, together with the Directors' report and the auditors' report on those accounts, on the Directors' report and on the auditable part of the Directors' remuneration report, be adopted.
That the Directors' remuneration report (other than the part containing the directors' remuneration policy), which is set out in the annual report of the Company for the year ended 31 December 2015, be approved.
That the Directors' remuneration policy, which is set out on pages 58 to 69 of the Directors' remuneration report contained within the annual report of the Company for the year ended 31 December 2015, be approved.
That the final dividend recommended by the Directors of €0.0275 per ordinary share for the financial year ended 31 December 2015 is approved.
That Feargal Mooney be elected as a Director.
That Mari Hurley be elected as a Director.
That Richard Segal be elected as a Director.
That Michael Cawley be elected as a Director.
That Andy McCue be elected as a Director.
That Deloitte be re-appointed as auditors to the Company until the conclusion of the next Annual General Meeting of the Company.
That the Directors be authorised to fix the auditors' remuneration.
THAT for the purposes of section 551 Companies Act 2006 (the "Act") (and so that expressions used in this resolution shall bear the same meanings as in the said section 551):

12.1 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 2017 or, if earlier, on 30 June 2017 (unless previously revoked or varied by the Company in general meeting); and further

12.2 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 maybe) 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 2017 or, if earlier, on 30 June 2017 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;

12.3 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.

THAT, subject to the passing of resolution 12 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 that resolution 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:

13.1 the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities (but in the case of the authority granted under Resolution 12.2 by way of a rights issue only) 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;

13.2 the allotment (otherwise than pursuant to paragraph 13.1 above) of equity securities up to an aggregate nominal value not exceeding €47,785.39, the proceeds of which issuance of equity securities may be used for any purpose the Directors consider is in the best interests of the Company and its shareholders; and

13.3 the allotment (otherwise than pursuant to paragraph 13.1) of equity securities up to a further aggregate nominal amount of €47,785.39 the proceeds of which issuance of equity securities may be used only in connection with an acquisition or specified capital investment,

and this power, unless renewed, shall expire at the end of the Annual General Meeting of the Company in 2017 or, if earlier, on 30 June 2017 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.

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:

14.1 the maximum number of ordinary shares hereby authorised to be purchased is 9,557,078;

14.2 the minimum price (exclusive of expenses) which may be paid for such ordinary shares is €0.01 per share, being the nominal amount thereof;

14.3 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;

14.4 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

14.5 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.

THAT the Company (and any of its subsidiaries) be and are hereby authorised to, for the purposes of Part 14 of the Act:

15.1 make political donations to any political party or independent election candidates not exceeding €100,000 in total;

15.2 make political donations to any political organisation (other than a political party) not exceeding €100,000 in total; and

15.3 incur political expenditure not exceeding €100,000 in total;

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 €200,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's next following Annual General Meeting.

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.

That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD

MARI HURLEY
Secretary

Date: 22 April 2016

Registered Office: High Holborn House, 52-54 High Holborn, London WC1V 6RL.

Notes:

(i) A member entitled to attend and vote at the Meeting convened by the above Notice is entitled to appoint a proxy to exercise all or any of the rights of the member to attend and speak and vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. The right to appoint a proxy does not apply to any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person").

(ii) To appoint a proxy you may:

(a) use the Form of Proxy enclosed with this Notice of Annual General Meeting. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be received by post at Computershare Investor Services PLC at P.O. Box 954, Dublin 18, Ireland or (during normal business hours only) by hand at Computershare Investor Services PLC at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland; or

(b) submit your proxy electronically by accessing www.eproxyappointment.com; or

(c) if you hold your shares in uncertificated form, use the CREST electronic proxy appointment service as described on page 7 of the circular of which this Notice of Annual General Meeting forms part and in Note (iii) below, in each case no later than 2p.m. on 24 May 2016.

Completion of the Form of Proxy or appointment of a proxy through CREST will not prevent a member from attending and voting in person.

(iii) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

(iv) Any member or his proxy attending the Meeting has the right to ask any question at the Meeting relating to the business of the Meeting.

(v) Pursuant to s.360B of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only shareholders registered in the register of members of the Company as at 6p.m. on 24 May 2016 shall be entitled to attend and vote at the Annual General Meeting in respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned Meeting is 6p.m. on the day preceding the date fixed for the adjourned Meeting. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

(vi) In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(vii) To appoint more than one proxy, you may photocopy the REVERSE ONLY of the Form of Proxy. Please indicate the proxy holder's name and number of shares in relation to which they are authorised to act as your proxy (which, in aggregate should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.

(viii) If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC.

(ix) A corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(x) The following documents are available for inspection at the registered office of the Company, High Holborn House, 52-54 High Holborn, London WC1V 6RL, during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the conclusion of the Annual General Meeting and will be

available for inspection at the place of the Annual General Meeting for at least 15 minutes prior to and during the Meeting:

(a) copies of the terms and conditions of appointment of the non-executive directors; and
(b) copies of the service contracts of the executive directors.

(xi) As at 21 April 2016 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 95,570,778 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 21 April 2016 are 95,570,778.

(xii) The information required to be published by s.311A of the Act (information about the contents of this notice and numbers of shares in the Company and voting rights exercisable at the Annual General Meeting and details of any members' statements, members' resolutions and members' items of business received after the date of this notice) may be found at www.hostelworldgroup.com.

(xiii) Members representing 5% or more of the total voting rights of all the members or at least 100 persons (being either members who have a right to vote at the Meeting and hold shares on which there has been paid up an average sum, per member, of £100, or persons satisfying the requirements set out in s.153(2) of the Act) may require the Company, under s.527 of the Act to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with s. 437 of the Act. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under s. 527 of the Act to publish on a website.

(xiv) A Nominated Person may under an agreement between him/her and the member who nominated him/her, have a right to be appointed (or to have someone else appointed) as a proxy entitled to attend and speak and vote at the Meeting. Nominated Persons are advised to contact the member who nominated them for further information on this and the procedure for appointing any such proxy.

(xv) If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the Meeting, or does not wish to exercise such a right, he/she may still have the right under an agreement between himself/herself and the member who nominated him/her to give instructions to the member as to the exercise of voting rights at the Meeting. Such Nominated Persons are advised to contact the members who nominated them for further information on this.

APPENDIX TO NOTICE OF AGM HOSTELWORLD GROUP PLC COMPANY NUMBER 09818705

Payment of Dividends Withholding tax

Any ‘relevant distribution’ made on shares is subject to dividend withholding tax in Ireland (“DWT”) at the standard rate of Irish income tax (currently 20 per cent.) unless an exemption applies. Because the Company is resident in Ireland for the purposes of Irish tax ("Irish Resident") any distribution of cash, assets or other property would be a ‘relevant distribution’ for this purpose unless paid to certain specified Irish persons.

Certain categories of shareholder are entitled to an exemption from DWT if, prior to payment of the dividend, the Company or a ‘qualifying intermediary’ from whom the dividend is received by that shareholder, as the case may be, has received all documentation required by law in order for that exemption to apply, and in the case of shareholders that are not Irish Resident, that documentation is current at the date of payment of the dividend.

Individual shareholders who are Irish Resident and/or ordinarily resident in Ireland for the purposes of Irish tax ("Ordinarily Resident in Ireland") are generally not entitled to an exemption from DWT.

Categories of shareholder that are entitled to exemption include (but are not limited to):

(a) companies that are Irish Resident;

(b) Irish established pension schemes;

(d) shareholders that are not companies, that are neither Irish Resident nor Ordinarily Resident in Ireland and are resident for tax purposes in an E.U. Member State other than Ireland or a territory that has signed a double taxation agreement with Ireland (a “Relevant Territory”) under the laws of that Relevant Territory;

(e) shareholders that are companies that are not Irish Resident and:

(i) are resident for tax purposes in a Relevant Territory under the laws of that Relevant Territory provided that company is not under the control, whether directly or indirectly, of a person or persons who is or are Irish Resident;

(ii) are under the control, whether directly or indirectly, of a person or persons resident in a Relevant Territory under the laws of that Relevant Territory, and who is or are, not under the control, whether directly or indirectly, of a person who is, or persons who are, not so resident; or

(iii) the principal class of shares of which, or where the company is a 75 per cent. subsidiary of another company, of that other company, or where the company is wholly owned, directly or indirectly, by two or more companies, where the principal class of shares of each of those companies, is substantially and regularly traded on a recognised stock exchange in a Relevant Territory or Relevant

Territories, or in Ireland or on such other stock exchange approved by the Minister for Finance for that purpose.

Withholding Tax on Dividends – administrative matters

Where applicable, the Company is responsible for withholding DWT at source and forwarding the relevant payment to the Revenue Commissioners of Ireland.

As mentioned above, certain shareholders (both individual and corporate) are entitled to an exemption from DWT. In particular, a shareholder who is not Irish Resident is not subject to DWT on dividends received from the Company if such shareholder is:

(a) an individual shareholder resident for tax purposes in a Relevant Territory, and the individual is not Irish Resident not Ordinarily Resident in Ireland.

As mentioned above, “Relevant Territory”, for the purposes of DWT, is defined to include all EU member states and all of those countries with which Ireland has signed a double tax treaty, which countries include: Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia, Germany, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Korea, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, The Netherlands, New Zealand, Norway, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey, United Arab Emirates, Ukraine, United Kingdom, the United States, Uzbekistan, Vietnam, and Zambia;

(b) a corporate shareholder that is under the control whether directly or indirectly, and a person or persons resident for tax purposes in a Relevant Territory under the laws of that Relevant Territory who is or are not under the control, whether directly or indirectly, of a person or persons who is or are not so resident;

(c) a corporate shareholder resident for tax purposes in a Relevant Territory provided that such corporate Shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are Irish Resident;

(d) a corporate shareholder that is not Irish Resident and whose principal class of shares (or those of its 75 per cent. parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognised stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance; or

(e) a corporate shareholder that is not Irish resident and is wholly-owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, on a recognised stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance,

and provided that, in all cases noted above but subject to the matters described below, the shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Company's registrar ("Registrar") (in the case of shares held directly i.e. outside of CREST), by 5.00 p.m. on 6 May 2016 for the first dividend payment to which they are entitled.

The Company will rely on information received directly or indirectly from brokers and the Registrar in determining where shareholders reside and whether they have provided the required Irish DWT

forms, as described below. Shareholders who are required to file Irish DWT forms in order to receive their dividends free of DWT should note that such forms are valid for five years and new forms must be filed before the expiration of that period, or where the information in such declaration is no longer valid, in order to continue to enable them to receive dividends without DWT.

In most cases, individual shareholders resident in a Relevant Territory should complete a Form V2A and corporate (company) shareholders resident in a Relevant Territory should complete a Form V2B. Where a shareholder is neither an individual nor a company but is resident in a Relevant Territory, it should complete a Form V2C. Shareholders should contact their broker or tax adviser with any questions regarding Irish DWT.

If any shareholder who would have been entitled to exemption from DWT had the prescribed declarations been in place on a given date receives a dividend subject to DWT, he or she should generally be able to make an application for a refund of the DWT from Revenue on the prescribed form.

While many double taxation treaties with Ireland contain provisions regarding the taxation of dividends, due to the wide scope of the exemptions from DWT available under Irish domestic law, it would generally be unnecessary for shareholders to have to rely on the treaty provisions.

Most shareholders who are Irish Resident or Ordinarily Resident in Ireland (other than Irish Resident companies) will be subject to DWT in respect of dividend payments on their shares. Shareholders that are Irish Residents but are entitled to receive dividends without DWT must provide the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5.00p.m. on the record date for the first dividend payment to which they are entitled.

Shareholders who are Irish Resident or Ordinarily Resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisers.

Shareholders who do not reside in a Relevant Territory or in Ireland should be subject to DWT, but there are a number of other exemptions that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5.00p.m. on 6 May 2016 for the first dividend payment to which they are entitled.

If any shareholder who is not a resident of a Relevant Territory or Ireland but is exempt from withholding receives a dividend subject to DWT, he or she may make an application for a refund from Revenue on the prescribed form.

AI assistant

Hostelworld Group Proxy Solicitation & Information Statement 2016

9949_agm-r_2016-04-22_f3a32feb-bd97-448d-a0b6-5222ed9275c9.pdf

HOSTELWORLD GROUP PLC

Resolution 4 – To declare a final dividend

Resolutions 5 to 9 – Election of Directors

Resolution 10 – To re-appoint the auditors

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

Resolution 15 – Political donations and political expenditure

Resolution 16 – Calling of general meetings

Action to be taken

Shares held in uncertificated form – electronic proxy appointment through CREST

Location of meeting

Recommendation

Payment of Dividends Withholding tax

Withholding Tax on Dividends – administrative matters

AI assistant

Hostelworld Group — Proxy Solicitation & Information Statement 2016

9949_agm-r_2016-04-22_f3a32feb-bd97-448d-a0b6-5222ed9275c9.pdf

HOSTELWORLD GROUP PLC

Resolution 4 – To declare a final dividend

Resolutions 5 to 9 – Election of Directors

Resolution 10 – To re-appoint the auditors

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

Resolution 15 – Political donations and political expenditure

Resolution 16 – Calling of general meetings

Action to be taken

Shares held in uncertificated form – electronic proxy appointment through CREST

Location of meeting

Recommendation

Payment of Dividends Withholding tax

Withholding Tax on Dividends – administrative matters

More from Hostelworld Group

Hostelworld Group Proxy Solicitation & Information Statement 2016