THURSDAY JUNE 6, 2019 11:00 AM ET Nasdaq 4 Times Square 151 West 43rd Street 10th oor New York, NY 10036 Notice of Annual Stockholders’ Meeting and Proxy Statement To the stockholders of Booking Holdings Inc., Our mission is to help people experience the world. By combining great talent and technology, removing friction and providing value to the global experience marketplace, we are making travel easier and transforming one of the largest industries in the world. In 2018, my second year as CEO, I am pleased to report that we succeeded in achieving strong financial results while beginning to build systems and capabilities that we believe will substantially improve planning, booking and enjoying travel for generations to come. Over the course of the year, our total booked room nights exceeded a record three-quarters of a billion, and we produced strong year-over-year growth across key financial metrics: Revenue was up 17% at $14.5 billion, Adjusted EBITDA was up 18% at $5.7 billion, non-GAAP EPS was up 20%, and our free cashflow was $4.9 billion (see Appendix A for a reconciliation of these non-GAAP measures to GAAP measures). Beyond the core financials, 2018 was also marked by a number of key milestones that showcased not only the success of our execution, but also the size and scale of our business, the growing loyalty of our customer base, our expanding product offerings, and the success of our technology investments: • We surpassed 200 million room nights booked within a single quarter for the first time ever, demonstrating our strength in our core business of connecting travelers with vast accommodations throughout the world. • We ended the year with 28 million total accommodations reported listings, over 5.7 million of which are alternative accommodations, reaffirming Booking Holdings as the world leader in accommodations, based on room nights booked, and one of the largest players in homes, apartments and other unique places to stay. • To further reiterate our strength as a global player in alternative accommodations, we booked a record $2.8 billion in revenue from this market in 2018, representing approximately 20% of our overall revenue for the year, and since 2007 we have had 748 million guest stays in alternative accommodations alone. • Approximately 1.5 billion diners were seated through OpenTable’s software in 2018. Further, as one of the largest demand platforms for dining in the world, OpenTable provides the opportunity to further leverage technology to match dining and travel, which is just one element of our “Connected Trip” vision. • We reported a record 73 million rental car days in 2018, showcasing our global leadership in ground transport. • We ended the year with our Experiences product (e.g., attractions, activities, in-stay services, etc.) operating in more than 100 cities worldwide, showing nice global expansion since we launched the pilot product in 5 cities in mid 2016. Our easy to use app-based Experiences system shows how technology can reduce friction from the trip experience. • Driving loyalty, we ended the year with more than 50% of our booked room nights coming directly to us, proving the value we deliver to customers through our technology platforms. • We ended the year with more than 50% of our accommodations transactions coming through our mobile channel, which affirms that we are successfully adapting technology to meet the ever-evolving needs of consumers. Beyond the financial metrics and data points, 2018 was a pivotal year for the company, marked at the outset by changing the name from The Priceline Group to Booking Holdings. This change was driven in part by a marketing strategy to better align the company name with its largest brand, Booking.com, but it also signaled a shift in our thinking about how our brand assets can come together to better serve our customers, partners, shareholders, and the world at large. Today “technology” is no longer a distinct “industry.” It is the connector and fabric of almost every industry. It is the epicenter of daily life for billions of people now, and billions more in the not-so-distant future. Our 2018 technology investments touched almost every part of our business. Our machine learning driven chat product (Booking Assistant), which we introduced in December 2017, has become increasingly sophisticated and 70% of English-language customer chat-based queries are now resolved without the intervention of a customer service agent. This is also the case with a growing percentage across other languages, including German, French, Italian, Spanish, Chinese and Japanese. Similarly, our machine language algorithms translated 2.2 billion words into 12 languages across our platforms. We acquired FareHarbor which is a leading software-as-a-system booking system for the attractions industry and is bringing local experience providers (think surf instructors in California and scuba instructors in Australia) online so they can connect to millions of potential customers on our platform. We made many technology enhancements for our home supplier partners to streamline on-boarding and better manage the guest experience. And we have been making technology investments in global payment systems and infrastructure to ensure payments for customers and partners are seamless and localized throughout the world. Furthermore, in 2018, we partnered with leading third-party technology platforms. We made a $500 million investment in Didi Chuxing in China and a $200 million investment in Singapore-based Grab. We are working cooperatively with these technology-driven ground transportation leaders to seamlessly connect our customers to their services and to provide our services, like accommodations, to their very large customer bases. Looking beyond business operations, one of the things that has become more evident to me is that as a global Fortune 500 company we have a responsibility beyond our customers, partners, employees and shareholders to the world that we are working so hard to help people experience every day. We believe that proper stewardship of a company’s environmental and social impact is not only the right thing to do, but makes good business sense. In 2018, we committed even more resources to our Corporate Social Responsibility efforts including initiatives to promote sustainable tourism, improve global business and tech industry diversity, reduce environmental footprints and improve workplaces for our employees across our more than 300 office locations around the world. Some highlights include: • More than 30,900 hours amassed by thousands of employees volunteering to help improve local destinations worldwide; • Our second annual Booking Booster program, which dispersed grants totaling €2 million to start-ups dedicated to sustainable tourism; • 2,730,000 meals for food insecure families generated through OpenTable’s Giving Tuesday campaign; and • €500,000 in university scholarships to women looking to further their education and advancement in the technology sector. I am incredibly proud of what we achieved in 2018, and excited for 2019 and beyond. It certainly will not be without its challenges. Political instability, trade wars, government shutdowns and more all contribute to varying degrees of macroeconomic uncertainty. However, we will remain diligently focused on investing for the long-term. This means continued investment in: technologies that power every facet of our operations, marketing initiatives that will increase loyalty and maintain growth, global payment systems that will remove friction throughout the connected trip, efforts to grow our supply and customer acquisition in the alternative accommodations space, and, most importantly, our people. Technology is nothing without people behind it, and strategy is nothing without people implementing it, so our almost 25,000 talented employees remain our most important investment. Today, we are operating in a society that is more connected than it has ever been, but it is also increasingly polarized and divided. Whether within individual countries or between countries, we see increased divisions. I truly believe that making travel more accessible and more frictionless will empower people to venture to places they have never gone before and provide people with a more positive perspective on other people, cultures and places. As we move forward, I want Booking Holdings to be the leader in helping people explore and experience the world and craft their own narratives about all the good that exists. As always, I want to thank our customers and partners for their strong support. I also want to thank our Board of Directors for their steadfast leadership and guidance. And, finally, I want to thank our global team of employees who embody our mission every day; it is their work that will drive the future of this company. Sincerely, Glenn D. Fogel President and Chief Executive Officer April 2019 Dear Stockholder: You are cordially invited to attend the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Thursday, June 6, 2019 at Nasdaq, 4 Times Square, 151 West 43rd Street, 10th floor, New York, New York 10036. This booklet includes the Notice of Annual Meeting and proxy statement. The proxy statement provides information about Booking Holdings in addition to describing the business we will conduct at the meeting. We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please mark, sign, date and return your proxy card in the enclosed envelope as soon as possible or vote by calling the toll-free telephone number or by using the internet as described in the instructions included in your proxy card. Your stock will be voted in accordance with the instructions you have given in your proxy card. You may attend the Annual Meeting and vote in person, even if you have previously returned your proxy card or voted by telephone or by internet, by following the instructions included in the proxy statement.