Webjet : Notice of Annual General Meeting & Proxy Form

For personal use only

Notice of

Annual General

Meeting

2022

www.webjetlimited.com

Webjet Limited

ABN 68 002 013 612

onlyuseNotice of Annual General Meeting and Explanatory Statement.

personalNotice is given that the Annual General Meeting of members (Shareholders) of Webjet Limited ACN 002 013 612 (Company or Webjet) will be held on Wednesday, 31 August 2022 at 9:00 am (Melbourne time).

Shareholders may either attend in person at Webjet's corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria,

or virtually via the Computershare online platform by following the in tructions contained in this Notice of Meeting.

For

2 Webjet Limited Notice of Annual General Meeting 2022

Dear Shareholder,

The Board of Directors of Webjet Limited

(Webjet or Company) cordially extends an invitation onlyto you to join Webjet's Annual General Meeting

(AGM) at 9:00am (Melbourne time) on Wednesday, 31 August 2022. Registration will open from 8:30am (Melbourne time).

This year Webjet will hold a hybrid AGM, both in-person at Webjet's corporate office at Level 2, 509 St Kilda Road, Melbourne, Victoria, as

well as virtually through an online platform (https://meetnow.global/MLDDQHV) for those who prefer to attend remotely or are not able to

useattend in-person. The online platform will enable Shareholders to view the meeting, ask questions (in writing and orally) in relation to the business of the meeting and vote in real time.

Webjet continues to monitor the ongoing risks of COVID-19. Should it become necessary to restrict the ability of Shareholders to attend the AGM in person or impose any COVID-19 related precautionary measures on attendance, we will inform you via the ASX platform and our investor

personalwebsite (www.webjetlimited.com). While you will be able to vote online during the AGM, you are encouraged to lodge a vote by proxy ahead of the meeting.

Your Company's Response to the Pandemic

As Shareholders will be aware, the pandemic has wreaked havoc on travel companies around the world. From the onset of the pandemic, Webjet's position has been that this is the time to be brave and focus steadfastly on our strategy to emerge leaner and stronger. We raised capital early to give ourselves the best opportunity to rethink our business coming out the other side - with higher market shares, improved customer value propositions and healthy profit margins. As travel markets start to return, we are starting to see this strategy deliver.

FY22 Financial Performance

After the profound impact of the pandemic in FY21, ForWebjet's financial performance started to turn

around in FY22. As reported in this year's Annual Report, Total Transaction Value for the 12 months to 31 March 2022 was $1,638 million, a 262% increase compared to the 12 months to 31 March 2021, and Revenue was $138 million, an increase of 466%. Underlying operations reported an EBITDA loss of $15.0 million, reflecting a significant improvement from the $118.2 million EBITDA loss for the 12 months to 31 March 2021. The full year FY22 result, a statutory loss of $85.0 million after tax, does not reflect the heavy lifting our team has done in rebuilding Webjet as a more efficient, streamlined business.

During the year our two major businesses, WebBeds and Webjet OTA, returned to profitability, a trend which has accelerated post balance date. Current indications are that the work our team did to drive efficiencies into the business during the pandemic is helping to keep costs significantly below pre-pandemic levels, even as the businesses return to scale. We are starting to see strong cash inflows as major travel markets reopen, and the Company is now cash flow positive, with significant cash reserves.

Risks

Notwithstanding the recent normalisation of activity in the travel sector, risks remain, and we continue to watch cash, cash flow and debtor risk very closely.

AGM Resolutions

This year's resolutions include the adoption of the remuneration report, the re-election of directors, and the replacement of the Company's constitution.

At this year's AGM, Ms Shelley Roberts will seek re-election as Director. Her background is summarised in the Explanatory Statement. The Board unanimously endorses and supports Ms Roberts' re-election.

The current constitution of the Company was adopted by the Company in 2009 and has not been reviewed since its adoption. The Board believes it is appropriate to replace the current constitution to bring it into line with current law and corporate governance practice.

Enclosed with this letter are both the Notice of Meeting and Explanatory Statement, which contain more detailed information in respect of the business of the AGM and voting procedures. Shareholders who do not intend to attend the Meeting can lodge their proxy vote by mail, facsimile or online as explained on page 7 of the Notice of Meeting. Your proxy vote must be received by no later than 9:00am (Melbourne time) on 29 August 2022 to be valid.

We look forward to engaging with Shareholders at the AGM, and I hope you will participate in the meeting in-person, via the online platform, or via the lodgement of your proxy form.

Finally, we thank you for your support during a difficult couple of years. As we have previously said, we remain firmly of the belief that Webjet's best years lie ahead.

Yours sincerely,

Roger Sharp

Chair, Webjet Limited

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Notice of Annual General Meeting

and Explanatory Statement.

onlyuseNotice is given that the Annual General Meeting of the members (Shareholders) of Webjet Limited (Company or Webjet) will be held both in-person for those Shareholders who wish to, and are able to attend physically, and virtually using the Computershare software platform at

personalhttps://meetnow.global/MLDDQHV, for those Shareholders who prefer to attend remotely, on Wednesday, 31 August 2022 at 9:00 am

(Melbourne time). Registration will open from 8:30 am (Melbourne time).

The Explanatory Statement that accompanies and forms part of this

N tice of Meeting describes in more detail the matters to be considered at the Annual General Meeting. Please ensure that you read the Explanatory Statement in full.

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4 Webjet Limited Notice of Annual General Meeting 2022

Ordinary business.

For personal use only

Financial statements and reports

To receive and consider the:

• Financial Report;
• Directors' Report; and
• Auditor's Report,

for the Company for financial year ended 31 March 2022.

2022 Annual Report

A copy of Webjet's 2022 Annual Report (including the financial report, directors' report and auditor's report for the financial year ended 31 March 2022), together with the associated ASX announcement and investor presentation relevant to the financial performance of Webjet for the financial year ended 31 March 2022, is accessible on Webjet's investor website at the following address - www.webjetlimited.com.

As permitted by the Corporations Act, a printed copy of the 2022 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy.

Shareholders may elect to receive, free of charge, a printed copy of the Company's annual report each financial year. To obtain information about making this election, please contact the Share Registry.

Adoption of Remuneration Report (Resolution 1)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Annual Report for the financial year ended 31 March 2022 be adopted.

Note: This resolution is advisory only and does not bind the Directors or the Company.

Re-election of Director (Resolution 2)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Ms Shelley Roberts, being a director of the Company who retires by rotation in accordance with rule 58.1 of the Company's constitution, and being eligible, be re-elected as a director of the Company.

Replacement of Constitution (Resolution 3)

To consider and, if thought fit, pass the following resolution as a special resolution:

That the Company repeal its existing constitution and adopt a new constitution in its place in

the form tabled at the Annual General Meeting and signed by the Chair of the Meeting for identification purposes, with effect from the close of the Annual General Meeting.

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