HOSTELWORLD GROUP PL

HSW
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76.5GBX +3.24%

Hostelworld : Proxy Form

03/24/2021 | 05:48am

ForInformationOnly

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 offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on Monday 26 April 2021 at 12 noon.

Shareholder Reference Number

Form of Proxy - Annual General Meeting of Hostelworld Group plc to be held on 26 April 2021 at 12 noon.

Cast your Proxy online...It's fast, easy and secure!

Control Number:

www.eproxyappointment.com

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite

PIN:

and agree to certain terms and conditions.

917074

To view the Annual Report online go to: www.hostelworldgroup.com

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 22 April 2021.

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. In light of the anticipated format of this year's meeting as outlined in the Notice of Meeting, you are strongly encouraged to appoint the Chairman as your proxy (rather than a named person who may not be permitted to attend the meeting) to ensure that your vote is counted. 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 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 certified 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.

    • 4. Pursuant to regulation 41 of the Uncertificated 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 22 April 2021. 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 22 April 2021. 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 Uncertificated Securities Regulations 2001 (as amended).

    • 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 5566 to request a change of address form or go towww.computershare.co.ukto use the online Investor Centre service.

    • 7. In the case of joint holders, the vote of the first-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. Completion and return of a form of proxy does not ordinarily prevent a member from attending and voting at an annual general meeting. However, under the COVID-19 measures that have been put in place by the Irish Health Service Executive and as advised in the Notice of Meeting, it is anticipated that you will be prohibited from attending, and will be refused entry to, the meeting. If the current legal restrictions are relaxed, we will advise you of any changes to the arrangements for the meeting (including any change to the date or location of the meeting) on our website.

    SG150

    Kindly Note: This form is issued only to the addressee(s) and is specific to the 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.

Form of Proxy

I/We hereby appoint the Chairman of the Meeting OR the following person*

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 offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 26 April 2021 at 12 noon and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

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

FOLD ........

HERE

Resolutions

  • 1. To adopt the Company's annual accounts and the Directors' and Auditors' reports

  • 2. To approve the Directors' remuneration report

  • 3. To re-elect Michael Cawley as a Director

  • 4. To re-elect Carl G. Shepherd as a Director

  • 5. To re-elect Éimear Moloney as a Director

  • 6. To re-elect Gary Morrison as a Director

  • 7. To re-elect Evan Cohen as a Director

    ForInformationOnly

    Vote

    Vote

    FOLD ........

    HERE

    For

    Against Withheld

    For

    Against Withheld

    • 9. To re-appoint Deloitte Ireland LLP as auditors to the Company

    • 10. To authorise the Directors to fix the auditors' remuneration

    • 11. To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of the Companies Act 2006

    • 12. To generally disapply statutory pre-emption rights under sections 570 and 573 of the Companies Act 2006

    • 13. To authorise the Company to make market purchases of its own ordinary shares

    • 14. To authorise the Company to make political donations and incur political expenditure

    • 15. To permit general meetings to be called on 14 clear days' notice

  • 8. To elect Caroline Sherry 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

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 officer duly authorised, stating their capacity (e.g. director, secretary).

WKF0727

08

HOWI

Disclaimer

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 10:42:24 UTC.

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