Hostelworld Group

Proxy Solicitation & Information Statement • Apr 29, 2019

The Chairman of Hostelworld Group plc (the "Company") invites you to attend the Annual General Meeting (the "Meeting") of the Company to be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on Friday 31 May 2019 at 12 noon.

Shareholder Reference Number

Form of Proxy - Annual General Meeting of Hostelworld Group plc to be held on 31 May 2019 at 12 noon.

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland through the voting website (see above) or through the CREST electronic proxy appointment service (see note 5 below), by 12 noon on 29 May 2019.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf, at the Meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If no name is inserted in the space provided then the Chairman will be deemed appointed as the proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy is authorised to act. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on (00) 353 1 447 5566 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which the proxy is authorised to act. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope with any power of attorney or other authority under which the form(s) is executed or a notarially certifi ed copy thereof. Please note that you may not appoint more than one proxy to exercise rights attached to any one share.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. On any other business which properly comes before the Meeting (including any motion to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his/her discretion.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 6p.m. on 29 May 2019. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 12 noon on 29 May 2019. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
• 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 address form or go to www.computershare.co.uk to use the online Investor Centre service.
• 7. In the case of joint holders, the vote of the fi rst-named in the Register of Members of the Company will be accepted to the exclusion of that of other joint holders.
• 8. Any alterations made to this form should be initialled by the person who signs it.
• 9. The completion and return of this form will not preclude a member from attending the Meeting and voting in person.

All Holders

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

	Resolutions	For	Vote Against Withheld			For	Vote Against Withheld
1.	To adopt the Company's annual accounts and the Directors' and Auditors' reports			10.	To elect TJ Kelly as a Director
2.	To approve the Directors' remuneration report			11.	To re-appoint Deloitte Ireland LLP as auditors to the Company
3.	To approve the Directors' remuneration policy			12.	To authorise the Directors to fi x the auditors' remuneration
4.	To declare a fi nal dividend of €0.09 per ordinary share			13.	To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of the Companies Act 2006
5.	To re-elect Michael Cawley as a Director			14.	To generally disapply statutory pre-emption rights under section 570 of the Companies Act 2006
6.	To re-elect Andy McCue as a Director			15.	To authorise the Company to make market purchases of its own ordinary shares
7.	To re-elect Carl Shepherd as a Director			16.	To authorise the Company to make political donations and incur political expenditure
8.	To re-elect Éimear Moloney as a Director			17.	To permit general meetings to be called on 14 clear days' notice
9.	To elect Gary Morrison as a Director		X
	Please use a black pen. Mark with an X inside the box as shown in this example.		Signature
	Form of Proxy

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

	5.	To re-elect Michael Cawley as a Director				14.	To generally disapply statutory pre-emption rights under section 570 of the Companies Act 2006
	6.	To re-elect Andy McCue as a Director				15.	To authorise the Company to make market purchases of its own ordinary shares		l	y
	7.	To re-elect Carl Shepherd as a Director				16.	To authorise the Company to make political donations and incur political expenditure	n
	8.	To re-elect Éimear Moloney as a Director				17.	To permit general meetings to be called on 14 clear days' notice
	9.	To elect Gary Morrison as a Director
		Please use a black pen. Mark with an X inside the box as shown in this example.			X		O Signature
		Form of Proxy					n
		I/We hereby appoint the Chairman of the Meeting OR the following person
				*			o
		Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).					i
		as my/our proxy to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of Hostelworld Group plc to be held at the offi ces of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 31 May 2019 at 12 noon and at any adjourned meeting.					t
		* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).					a
		Please tick here to indicate that this proxy appointment is one of multiple appointments being made.
HERE		Resolutions	For		Vote Against Withheld			For		FOLD Vote HERE Against Withheld
	1.	To adopt the Company's annual accounts and the Directors' and Auditors' reports			m	10.	To elect TJ Kelly as a Director
	2.	To approve the Directors' remuneration report		r		11.	To re-appoint Deloitte Ireland LLP as auditors to the Company
	3.	To approve the Directors' remuneration policy	o			12.	To authorise the Directors to fi x the auditors' remuneration
	4.	f To declare a fi nal dividend of €0.09 per n ordinary share				13.	To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of the Companies Act 2006
	5.	I To re-elect Michael Cawley as a Director				14.	To generally disapply statutory pre-emption rights under section 570 of the Companies Act 2006
	6.	r To re-elect Andy McCue as a Director				15.	To authorise the Company to make market purchases of its own ordinary shares
	7.	To re-elect Carl Shepherd as a Director				16.	To authorise the Company to make political donations and incur political expenditure
	8.	o To re-elect Éimear Moloney as a Director				17.	To permit general meetings to be called on 14 clear days' notice
	9.	F To elect Gary Morrison as a Director

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 the Meeting.

Signature Date

........ FOLD

/ /

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

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