Proxy Solicitation & Information Statement • Apr 2, 2025
Proxy Solicitation & Information Statement
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| Cast your Proxy onlineIt's fast, easy and secure! @ www.eproxyappointment.com You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. To view the Annual Report online go to: www.hostelworldgroup.com |
920714 Control Number: C1234567890 SRN: 1234 PIN: |
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| To view the Notice of Meeting online go to: www.hostelworldgroup.com | |||||||||
| To be effective, all proxy appointments must be lodged with the Company's Registrar at: 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 2 May 2025. |
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.
MR A SAMPLE
| Resolutions | For | Vote Against Withheld |
For | Vote Against Withheld |
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|---|---|---|---|---|---|---|---|---|---|
| 1. | To adopt the Company's annual accounts and the Directors' and Auditors' reports |
12. | To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 |
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| 2. | To approve the Directors' remuneration report | of the Companies Act 2006 | |||||||
| 3. | To elect Ulrik Bengtsson as a Director | 13. | To generally disapply statutory pre-emption rights under the Companies Act 2006 |
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| 4. | To elect Paul Duffy as a Director | 14. | To further disapply statutory pre-emption rights in connection with an acquisition or specifi ed capital investment |
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| 5. | To re-elect Carl G. Shepherd as a Director | 15. | To authorise the Company to make market purchases | ||||||
| 6. | To re-elect Éimear Moloney as a Director | 16. | of its own ordinary shares To authorise the Company to make political donations |
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| 7. | To re-elect Gary Morrison as a Director | and incur political expenditure | |||||||
| 8. | To re-elect Evan Cohen as a Director | 17. | To permit general meetings to be called on 14 clear days' notice |
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| 9. | To re-elect Caroline Sherry as a Director | 18. | To approve the renewal of the Company's Long Term Incentive Plan |
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| 10. | To re-appoint KPMG as auditors to the Company | ||||||||
| 11. | To authorise the Directors to fi x the auditors' remuneration |
Signature In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration. |
I/We hereby appoint the Chairman of the Meeting OR the following person
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Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
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, Charlemont Exchange, Charlemont Street, Dublin 2, Ireland on 7 May 2025 at 12 noon and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
*
| HERE | |||||||
|---|---|---|---|---|---|---|---|
| Resolutions | For | Vote Against Withheld |
For | Vote Against Withheld |
|||
| 1. | To adopt the Company's annual accounts and the Directors' and Auditors' reports |
11. | To authorise the Directors to fi x the auditors' remuneration |
||||
| 2. | To approve the Directors' remuneration report | 12. | To authorise the Directors to allot shares or grant subscription or conversion rights under section |
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| 3. | To elect Ulrik Bengtsson as a Director | 551 of the Companies Act 2006 | |||||
| 13. | To generally disapply statutory pre-emption | ||||||
| 4. | To elect Paul Duffy as a Director | rights under the Companies Act 2006 | |||||
| 14. | To further disapply statutory pre-emption rights | ||||||
| 5. | To re-elect Carl G. Shepherd as a Director | in connection with an acquisition or specifi ed capital investment |
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| 6. | To re-elect Éimear Moloney as a Director | 15. | To authorise the Company to make market purchases of its own ordinary shares |
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| 7. | To re-elect Gary Morrison as a Director | 16. | To authorise the Company to make political donations and incur political expenditure |
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| 8. | To re-elect Evan Cohen as a Director | 17. | To permit general meetings to be called on 14 clear days' notice |
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| 9. | To re-elect Caroline Sherry as a Director | 18. | To approve the renewal of the Company's Long Term Incentive Plan |
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| 10. | To re-appoint KPMG as auditors to the Company |
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.
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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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