Hostmore : Notice of 2024 AGM

HOSTMORE PLC

NOTICE OF THE 2024

ANNUAL GENERAL MEETING

TO BE HELD AT THE OFFICES OF HERBERT SMITH FREEHILLS LLP, EXCHANGE HOUSE, 12 PRIMROSE STREET, LONDON, EC2A 2EG

ON MONDAY 3 June 2024 AT 10.30 A.M.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or another appropriately authorised independent adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in Hostmore plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

LETTER FROM THE CHAIR

Hostmore plc

(Registered in England and Wales, with company number 13334853)

Registered office:

Highdown House

Yeoman Way

Worthing

West Sussex

BN99 3HH

Directors:

Stephen Welker (Chair)

Julie McEwan (Chief Executive Officer)

Matthew Bibby (Chief Financial Officer)

David Lis (Senior Independent Non-Executive Director)

Andrew Blurton (Independent Non-Executive Director)

Helena Feltham (Independent Non-Executive Director)

Célia Pronto (Independent Non-Executive Director)

2 May 2024

Dear Shareholder

ANNUAL GENERAL MEETING 2024

On behalf of the directors of Hostmore plc (together the "Directors"), it gives me great pleasure to write to you with details of the third Annual General Meeting ("AGM") of Hostmore plc (the "Company") which will be held in-person at the offices of Herbert Smith Freehills LLP, Exchange House, 12 Primrose Street, London, EC2A 2EG on Monday, 3 June 2024 at 10.30 a.m.

The formal Notice of the AGM (the "Notice") is set out on pages 4 to 6 of this document, detailing the proposed resolutions that the shareholders are being asked to vote on along with explanatory notes on those resolutions. A number of specific matters to which to draw your attention have also been highlighted below. A copy of the Annual Report and Financial Statements for the 52-week period ended 31 December 2023 (the "Annual Report and Financial Statements") can be found on the Company's website at www.hostmoregroup.com. If you requested a printed copy of the Annual Report and Financial Statements, it is enclosed with this document.

APPROVAL OF PROPOSED DIRECTORS' REMUNERATION POLICY (RESOLUTION 3)

This year, to address the challenges being handled by the Company, we are inviting you to approve an amended remuneration policy for Directors, which will:

•

•

Allow for retention awards of up to 100% of salary of Executive Directors to be made.

Provide for slightly more flexibility when setting targets for the annual bonus.

The proposed policy, which has been drafted by the Remuneration Committee, is set out on pages 81 to 93 of our Annual Report and Financial Statements. The policy is subject to a binding shareholder vote. If it is approved, the Company will not be able make any remuneration or loss of office payments unless such payments are consistent with the approved policy. It is proposed that the policy will take effect from the date of the AGM and will, if left unchanged, apply for three years. The vote on the Directors' Remuneration Policy is in addition to the advisory vote on the Directors' Remuneration Report.

ELECTION/RE-ELECTION OF DIRECTORS (RESOLUTIONS 4 TO 10)

Julie McEwan, Helena Feltham, Célia Pronto and Matthew Bibby were all appointed to the Board since the last annual general meeting, and all Directors intend to retire from office at this third AGM. As permitted by the Company's Articles of Association, Julie, Helena, Célia and Matthew have submitted themselves for election by the Company's shareholders for the first time, while the remaining Directors, have submitted themselves for re-election by the Company's shareholders. Andrew Blurton's and David Lis' initial three-year term as Non-Executive Directors would expire in

2

August 2024 and both Directors have confirmed their willingness to continue for a further three-year term, subject to their re-election.

Further information on the election of Julie, Helena, Célia and Matthew as Directors and the reelection of all of our other Directors can be found in the Directors' biographies in the Appendix on pages 15 to 17 of this document. The Board considers each Director standing for election to be fully effective and committed to their role and recommends them all for election / re-election by shareholders.

AUTHORITY TO MAKE POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE (RESOLUTION 13)

Last year, 30% of the votes cast on this resolution were against the resolution, however, the Company have engaged with the largest shareholders who voted against the resolution to advise that it is customary for listed UK companies, including the Company, to seek approval of the Political Donations Resolution as a precautionary measure to avoid any inadvertent breaches of UK company law given the breadth of the applicable provisions. The Company also noted that the Company has not made political donations nor incurred political expenditure since its listing in November 2021, and has no intention of doing so.

APPOINTING A PROXY

If you are unable to attend the AGM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.

Irrespective of whether or not you propose to attend the AGM, we would encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend on the day for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the resolutions set out in the Notice. Appointing a proxy will not prevent you from attending and voting in person if you wish to do so.

Instructions on how to appoint a proxy can be found in the notes to the Notice set out on pages 12 to 14. Please complete and submit a proxy appointment in accordance with those notes. To be valid, your proxy appointment must be received at the address indicated by no later than 10.30 a.m. on Thursday, 30 May 2024.

ASKING QUESTIONS

The Board recognises the importance of the AGM to shareholders and is keen to ensure you are able to exercise your rights to engage and participate in the meeting. Shareholders or their appointed proxies who attend the AGM on the day will be able to ask questions on the business of the meeting. All shareholders (irrespective of whether or not they propose to attend the AGM) are also invited to ask their questions on the business of the meeting in advance by sending an email to [e-mail]. Shareholders wishing to receive a response to a question in advance of the proxy voting deadline for the AGM should submit their questions by email by no later than 10.30 a.m. on Tuesday, 28 May 2024.

3

RECOMMENDATION

The Directors believe that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions at the AGM. The Directors who own shares in the Company intend to vote in favour of all of the resolutions (other than in respect of those resolutions in which they are personally interested).

I thank you for your continued support.

Yours faithfully

Stephen Welker

Chair of the Board

Hostmore plc

4

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the "AGM") of Hostmore plc (the "Company") will be held at the offices of Herbert Smith Freehills LLP, Exchange House, 12 Primrose Street, London, EC2A 2EG on Monday, 3 June 2024 at 10.30 a.m. to consider and, if thought appropriate, pass the resolutions set out below. Resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 to 18 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

Annual Report and Financial Statements

1. To receive the Company's audited financial statements, together with the Directors' and auditors' reports for the 52-week period ended 31 December 2023.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the 52-week period ended 31 December 2023.

Directors' Remuneration Policy

3. To approve the Directors' Remuneration Policy (as contained in the Directors' Remuneration Report for the 52-week period ended 31 December 2023).

Directors

1. To elect Julie McEwan as a Director.
2. To elect Helena Feltham as a Director.
3. To elect Célia Pronto as a Director
4. To elect Matthew Bibby as a Director
5. To re-elect Stephen Welker as a Director
6. To re-elect Andrew Blurton as a Director.
7. To re-elect David Lis as a Director.

Auditors

1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next meeting at which accounts are laid before the Company.
2. To authorise the Audit and Risk Committee of the Company to fix the remuneration of the auditors.

Authority to make political donations and incur political expenditure

13. That, from the date of this resolution until the earlier of the close of business on 30 June 2025 and the conclusion of the Company's annual general meeting to be held in 2025, the Company and all companies which are its subsidiaries at any time during such period are authorised:

1. to make donations to political parties and/or independent election candidates;
2. to make donations to political organisations other than political parties; and
3. to incur political expenditure,

up to an aggregate total amount of £50,000, with the amount authorised for each of heads

1. to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Directors may decide is
   appropriate. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".

5

Directors' authority to allot shares

14. To authorise the Directors, generally and unconditionally, pursuant to and in accordance with section 551 of the Companies Act 2006, as amended, (the "Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £8,408,485 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph 14(B) below of this resolution in excess of £8,408,485); and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £16,816,970 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph 14(A) above of this resolution) in connection with an offer by way of a rights issue, open offer or other pre-emptive offer:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authority to expire (unless previously revoked, varied or renewed) at the close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2025, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares in the Company to be allotted or rights to subscribe for or to convert any security into shares in the Company to be granted, after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority conferred hereby had not expired. All authorities vested in the Directors on the date of the Notice of this meeting to allot shares or to grant rights that remain unexercised at the commencement of this meeting are revoked.

SPECIAL RESOLUTIONS

Power to disapply pre-emption rights

15. That, subject to the passing of resolution 14 above, the Directors are empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in the Act) for cash under the authority given by that resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case, as if section 561 of the Act did not apply to any such allotment and/or sale, such power to be limited:

1. to the allotment of equity securities and/or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under resolution 14(B) above, by way of rights issue, open offer or pre-emptive offer only) in favour of the holders of shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
2. to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph 15(A) above) up to an aggregate nominal amount of £2,522,545; and
3. to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph 15(A) and 15(B) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph 15(B) above, such power to be used only for the purposes of making a follow- on offer which the Directors determine to be of a kind contemplated by paragraph 3 of

6

Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 14, but so that prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

Additional power to disapply pre-emption rights for purposes of acquisitions or capital investments

16. That, subject to the passing of resolution 14 above, and in addition to any power granted

under resolution 15 above, the Directors are empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority given by resolution 14, and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment and/ or sale, provided that such power is:

1. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £2,522,545, and used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. limited to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph 16(A) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph 16(A) above, such power to be used only for the purposes of making a follow- on offer which the Directors determine to be of the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice,

such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 14, but so that prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

Authority to purchase own shares

17. To generally and unconditionally authorise the Company for the purpose of section 701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 12,612,727;
2. the minimum price (exclusive of expenses) which may be paid for each ordinary share in the Company is its nominal value;
3. the maximum price (exclusive of expenses) which may be paid for any such ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the closing price 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 such ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an ordinary share in the Company and the highest current independent bid for an ordinary share in the Company as derived from the London Stock Exchange Trading System,

7

the authority hereby conferred shall expire at the close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2025 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry of authority) unless such authority is previously renewed, varied or revoked by the Company in general meeting.

Notice of general meetings

18. To authorise the Directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

Prism Cosec Limited

Company Secretary

2 May 2024

Registered in England and Wales, with company number 13334853

Registered office:

Highdown House,

Yeoman Way,

Worthing,

West Sussex,

BN99 3HH

8

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

THE NOTES ON THE FOLLOWING PAGES GIVE AN EXPLANATION OF THE PROPOSED RESOLUTIONS.

All proposed resolutions in this Notice will be voted on by way of a poll. Resolutions 1 to 14 are proposed as ordinary resolutions. An ordinary resolution will be passed on a poll if it is passed by shareholders representing a simple majority of the total voting rights of shareholders who vote. Resolutions 15 to 18 are proposed as special resolutions. A special resolution will be passed on a poll if it is passed by shareholders representing a majority of at least three-quarters of the total voting rights of shareholders who vote.

RESOLUTION 1: ANNUAL REPORT AND FINANCIAL STATEMENTS

The Companies Act 2006 (the "Act") requires the directors of a public company to lay before the company in general meeting copies of the directors' reports, the independent auditors' report and the audited financial statements of the company in respect of each financial year. In accordance with best practice, the Company proposes an ordinary resolution to receive its audited financial statements and reports for the 52-week period ended 31 December 2023 (the "Annual Report and Financial Statements").

RESOLUTION 2: ANNUAL REMUNERATION REPORT

In accordance with the Act, shareholders are invited to approve the Directors' Remuneration Report as set out on pages 81 to 93 of the Annual Report and Financial Statements. For the purposes of this resolution, the Directors' Remuneration Report does not include the Directors' Remuneration Policy which is set out on pages 94 to 105 of the Annual Report and Financial Statements and which is the subject of a separate shareholder resolution (Resolution 3). The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 121 to 128 of the Annual Report and Financial Statements. This resolution is subject to an "advisory vote" by shareholders and is therefore not binding on the Company. In the event that the resolution is not passed, payments made or promised to Directors will not have to be repaid, reduced or withheld.

RESOLUTION 3: DIRECTORS' REMUNERATION POLICY

The Remuneration Committee has submitted a Directors' Remuneration Policy for shareholder approval at the AGM. Accordingly, shareholders are invited to approve the new Policy by voting on resolution 3. The proposed Policy is contained in the Directors' Remuneration Report and can be found on pages 81 to 93 of the Annual Report and Financial Statements. It sets out the Company's forward-looking policy on Directors' remuneration and is subject to a binding shareholder vote. If resolution 3 is passed, the Directors' Remuneration Policy will take effect from the date of the AGM (the "Effective Date") and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or an amendment to that Policy authorising the Company to make such a payment has been approved by a shareholders' resolution. The Directors are required to seek shareholder approval of their remuneration policy at least every three years, except in the event that a change to the policy is proposed or the advisory vote on the Directors' remuneration report is not passed in any year subsequent to the approval of the policy. It is, therefore, intended that the Policy will apply for three years.

RESOLUTIONS 4 TO 10: DIRECTORS

Resolution 4 proposes Julie McEwan's election by the Company's shareholders. As Julie was appointed to the Board on 7 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Julie has submitted herself for election by the Company's shareholders for the first time.

Resolution 5 proposes Helena Feltham's election by the Company's shareholders. As Helena was appointed to the Board on 7 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Helena has submitted herself for election by the Company's shareholders for the first time.

9

Resolution 6 proposes Célia Pronto's election by the Company's shareholders. As Célia was appointed to the Board on 20 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Célia has submitted herself for election by the Company's shareholders for the first time.

Resolution 7 proposes Matthew Bibby's election by the Company's shareholders. As Matthew was appointed to the Board on 6 December 2023, he intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Matthew has submitted himself for election by the Company's shareholders for the first time.

Resolutions 8 - 10 (inclusive) propose the re-election of the remaining Directors by the Company's shareholders. As permitted by the Company's Articles of Association, all Directors have submitted themselves for re-election by the Company's shareholders. Andrew Blurton's and David Lis' initial three-year term as Non-Executive Directors would expire in August 2024, and both directors have confirmed their willingness to continue for a further three-year term, subject to their re-election. The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for election or re-election this year, the Board has taken into consideration the recommendations of the Code. Accordingly, the Board considers Andrew Blurton, David Lis, Helena Feltham and Célia Pronto to be independent in accordance with the Code. Stephen Welker is not deemed to be independent as he was previously a Non-Executive Director of Electra Private Equity PLC (now known as Unbound Group PLC) and was a Director of Mondays (Topco) Limited, the then-holding company of the TGI Fridays trading business. He is currently a significant shareholder in the Company. Despite this, the Board believes that Stephen's role as Chair is in the best interests of both the Company and its shareholders. Stephen has brought specialist strategic insight and leadership to the business. This, combined with his financial, commercial and investor relations expertise, has been invaluable and the Board has re-set the Group's operations during 2023 and as a result strengthened the business.

Biographical details of each of the Directors who are seeking election or re-election are provided in the Appendix to the Notice on pages 15 to 17 to enable the Company's shareholders to take an informed decision on their election. The Board believes that each Director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrated commitment to their role.

All Directors are recommended by the Board for election / re-election. It is the Board's intention that each year all Directors will retire from office in line with the recommendations of the Code. Retiring Directors will be eligible for re-election by shareholders.

RESOLUTIONS 11 AND 12: RE-APPOINTMENT AND REMUNERATION OF AUDITORS

The auditors of a company must be appointed or re-appointed at each general meeting at which the annual report and financial statements are laid. Resolution 11 proposes, on the recommendation of the Audit and Risk Committee of the Company, the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next general meeting of the Company at which the annual report and financial statements are laid. The Audit and Risk Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting its choice of auditors.

Resolution 12 seeks shareholder consent for the Audit and Risk Committee to set the auditors' remuneration.

RESOLUTION 13: AUTHORITY TO MAKE POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE

Subject to limited exceptions, the Act imposes restrictions on companies making political donations to any political party or other political organisation or to any independent election candidate or incurring political expenditure unless they have been authorised to do so at a general meeting. It is the Company's policy that it does not make political donations nor incur political expenditure. Nevertheless, the Act includes broad and ambiguous definitions of the terms "political donation" and "political expenditure" which may apply to some normal business activities which would not generally be considered to be political in nature.

10