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Hostelworld : Notice of 2021 AGM

03/24/2021 | 05:50am

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 HostelWorld Group plc (the "Company") please forward this document, together with the 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.


(Registered in England and Wales with no. 9818705)


Notice of the Annual General Meeting of the Company to be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on Monday 26 April 2021 at 12 noon is set out at the end of this document and the recommendation of the Directors is set out on page 7. A Form of Proxy for use in connection with the Meeting is provided. To be valid, any instrument appointing a proxy must be received by Computershare Investor Services PLC at P.O. Box 13030, Dublin 24, Ireland (if by post) or 3100 Lake Drive, Citywest Business Campus, Dublin 24 D24 AK82, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Thursday 22 April 2021. Alternatively, a proxy may be appointed electronically atwww.eproxyappointment.comor if you hold shares in CREST, by using the CREST electronic proxy appointment service.

In light of the COVID-19 pandemic, and the Irish Health Service Executive's current guidance regarding social distancing and the prohibition of public gatherings, it is anticipated that the Annual General Meeting will be held as a closed meeting, which members will not be permitted to attend. Members are therefore strongly encouraged to ensure that their votes are counted by appointing the Chairman of the Annual General Meeting as their proxy.


(Registered in England and Wales with no. 9818705)


Michael Cawley (Non-executive Chairman)

Floor 2,

Gary Morrison (Chief Executive Officer)

52 Bedford Row

Caroline Sherry (Chief Financial Officer)

London, WC1R 4LR

Carl G. Shepherd (Non-executive Director)

United Kingdom

Éimear Moloney (Non-executive Director)

Evan Cohen (Non-executive Director)

23 March 2021

Registered Office:

To holders of ordinary shares of €0.01 each in HostelWorld Group plc (the "Company")

Dear Shareholder

This letter accompanies the 2020 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 the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 26 April 2021 at 12 noon. The purpose of the AGM is to seek shareholders' approval for the Resolutions.

We are continuing to closely monitor the Coronavirus (COVID-19) situation. The Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees very seriously and so the following measures will be put in place for the AGM in response to the COVID-19 pandemic.

To safeguard the well-being of our shareholders and employees it is intended that the AGM will be attended only by the minimum number of persons required to satisfy the legal requirements to hold the AGM. On the basis of the current restrictions and guidance in place, shareholders and any other attendees will not be permitted entry to the AGM. Shareholders are therefore strongly encouraged to vote on the Resolutions in advance of the AGM by appointing a proxy and to appoint the Chair of the AGM as their proxy (either electronically or by post) with their voting instructions. Further details regarding the process to vote by proxy are set out in the "Action to be taken" section below. At the moment, appointing the Chair of the AGM as your proxy is the only way to ensure that your vote is exercised at the AGM as other proxies may not be granted access to the AGM.

The Company will continue to closely monitor the latest UK and Irish Government guidance and restrictions, and how this may affect the arrangements for the AGM. If it becomes necessary or appropriate to revise the current arrangements for the AGM, further information will be made available on our website, by RIS announcement and by any other means legally required at that time.

Despite these exceptional circumstances, we are, as always, committed to engagement with our shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the formal business of the AGM, please email your question toCorporate@hostelworld.comby 12.00 noon on 22 April 2021. Responses will be made via return of email or published on our website atwww.hostelworldgroup.comas deemed appropriate by the Board.

Annual General Meeting

Notice of the AGM is given on page 8. Resolutions 1 to 11 (inclusive) and 14 are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 12, 13 and 15 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolution.

Resolution 1 - Adoption of the audited accounts and the Directors' and Auditors' reports

English company law requires the Directors to present to the AGM the audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2020. The audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2020 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 (excluding the Directors' remuneration policy) for the financial year ended 31 December 2020. The Directors' remuneration report is set out on pages 94 to 117 of the Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.

Resolutions 3 to 8 - Re-election and election of Directors

The 2018 UK Corporate Governance Code requires the directors of all official list companies to be subject to annual re-election. Accordingly, Resolutions 3 to 7 propose the re-election of each of the current Directors who were elected or re-elected at the 2020 AGM.

The Board has made one appointment since the 2020 AGM. Caroline Sherry was appointed to the Board of Directors as Chief Financial Officer on 1 December 2020. Accordingly, Resolution 8 proposes the election of Caroline Sherry.

The Board has considered the performance of each of the Directors to be elected or re-elected and is satisfied that their performance continues to be effective and demonstrates commitment to the role. Collectively, the Non-executive Directors possess a wide range of the critical skills of value to the Board and relevant to the challenges and opportunities facing the Company which include financial, commercial and general management experience, online travel expertise and e-commerce expertise. Each Non-executive Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collective range of knowledge, viewpoints and diversity ensures a high quality of robust debate and input into key decisions and ensures the Board operates effectively. In terms of the Executive Directors, Gary Morrison has significant experience of the travel industry and a track record of growth in an online marketing business and Caroline Sherry has a wealth of financial experience in international consumer-focused businesses and proven track record in financial leadership. It is,therefore, felt that through the combined business skills, e-commerce expertise and online travel expertise of its Non-executive and Executive Directors, each Director's contribution is and continues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the election and re-election of each of the Directors.

Resolution 9- 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 Ireland LLP and now proposes their re-appointment as auditors of the Company.

Resolution 10 - 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 11 - Authority to allot shares or grant subscription or conversion rights

This Resolution asks shareholders to grant the Directors authority under section 551 of the Companies Act 2006 (the "Act") to allot ordinary shares or grant such subscription or conversion rights as contemplated by sections 551(1)(a) and (b) respectively of the Act. Resolution 11.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €387,737.28, representing approximately one third of the nominal value of the Company's issued share capital as at 16 March 2021, the latest practicable date prior to the 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 11.2 would give the Directors an additional 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 €387,737.28. This amount represents approximately an additional third of the nominal value of the Company's issued share capital as at 16 March 2021, the latest practicable date prior to the publication of this Notice.

The authorities sought under Resolutions 11.1 and 11.2 will expire on the earlier of 6.00 p.m. on 26

July 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022.

The Resolution replaces a similar resolution passed by the Company on 27 April 2020.

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.

As at the date of this Notice, no shares are held by the Company in treasury.

Resolution 12- Disapplication of pre-emption rights (special resolution)

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Hostelworld Group plc published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 10:48:18 UTC.

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