Webjet : Notice of Annual General Meeting/Proxy Form

Webjet Limited

Notice of Annual General Meeting

and Explanatory Statement

Notice is given that the Annual General Meeting of members (Shareholders) of Webjet Limited

(Company or Webjet ABN 68 002 013 612) will

be held virtually on Thursday, 22 October 2020 at 5pm (Melbourne time).

In response to Government restrictions and the potential health risks associated with the ongoing COVID-19 pandemic, there will not be a physical meeting for the Annual General Meeting where Shareholders can attend. Shareholders can participate in the Annual General Meeting online via the Lumi AGM platform by following the instructions contained in this Notice of Meeting.

Webjet Limited

ABN 68 002 013 612

Dear shareholder,

The Board of Directors of Webjet Limited

(Webjet or Company) cordially extends an invitation to you to join your company's Annual General Meeting (AGM) at 5pm (Melbourne time) on Thursday, 22 October 2020.

Because the COVID-19 pandemic and related Government restrictions make it inadvisable for shareholders to physically attend this year's AGM, we will hold the meeting through an online platform https://web.lumiagm.com. The platform will enable shareholders to view the meeting, ask questions in relation to the business of the meeting and vote in real time. We encourage you to participate. While you will be able to vote online during the AGM, you are encouraged to lodge a proxy ahead of the meeting.

FY20 was an incredibly challenging year for Webjet. After a record first half result, since March 2020 the pandemic has caused significant disruption to the travel industry. Total Transaction Value (TTV) for the full year was down 21% on the prior year at $3.0 billion, revenue was down 27% to $266.1 million and EBITDA for underlying operations was down 80% to $26.4 million. To give a sense of the magnitude of the impact COVID-19 has had on our business, for the 12 months to December 2019, Webjet had reported underlying EBITDA of $155.5 million.

When the scale of the impact of COVID-19 became clear, your board and management team acted quickly to rethink strategy, restructure and recapitalise. Extensive steps have been taken to mitigate the impact of COVID-19 and to prepare for the recovery of global travel. These include: reducing costs by approximately 50%; strengthening the balance sheet by more than $500 million through an equity raising during FY20 and a note offering post balance date; and an extensive strategic and operational reset of the business to maximise performance and market share as markets reopen. We believe there will be considerable opportunity when the pandemic subsides, and Webjet is entering FY21 in a strong capital position.

This year's resolutions include ratification of the shares issued under the April 2020 equity raising, the adoption of proposed long-term equity incentive arrangements for key executives and the re-election of two Non-Executive Directors.

Your Board and executive team have worked hard to recover the Company's position in difficult circumstances. Recapitalising the business and recalibrating its strategy are important steps; equally, it is vital that we keep our leadership team intact so Webjet can maximise its opportunity when the upturn eventuates. While the travel industry is currently in crisis, there

is still a global war for talent, and our talented employees are always sought after. We seek your support for the proposed new long term equity incentive plans as a means of retaining them.

Don Clarke and Brad Holman will seek reelection as Directors at the AGM. Their backgrounds are summarized in the Explanatory Statement. The Board unanimously endorses and supports their re-election, noting the importance of continuity of governance oversight and leadership in turbulent times.

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 4 of the Notice of Meeting. Your proxy vote must be received by no later than 5pm (Melbourne time) on 20 October 2020 to be valid.

If it is necessary for Webjet to give further updates on the arrangements for the AGM, we will inform you through our investor website (www.webjetlimited.com) and the ASX Market Announcements Platform. Please note we will not be sending shareholders a hard copy of the Notice of Meeting by post ahead of the AGM. This approach is consistent with the relief provided by the Government in response to the COVID-19 pandemic.

We look forward to engaging with shareholders at the AGM and I hope you will participate in the meeting via the online platform.

Yours sincerely,

Roger Sharp

Chairman Webjet Limited

2 Webjet Limited Notice of Annual General Meeting 2020

Notice of Annual General Meeting and Explanatory Statement

Notice is given that the Annual General Meeting of the members

(Shareholders) of Webjet Limited (Company or Webjet) will be held virtually using the Lumi software platform at https://web.lumiagm.com on Thursday, 22 October 2020 at 5pm (Melbourne time).

The Explanatory Statement that accompanies and forms part of this Notice 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.

The Board resolved to convene the Annual General Meeting with a starting time of 5pm (Melbourne time) to enable all Directors and Shareholders who are located overseas, and who cannot travel abroad due to COVID-19 restrictions, to attend and participate in the AGM.

Ordinary business

Financial statements and reports

To receive and consider the:

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

for the Company for financial year ended 30 June 2020.

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 30 June 2020 be adopted.

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

Election of Director (Resolution 2)

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

That Mr Don Clarke, 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.

Election of Director (Resolution 3)

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

That Mr Brad Holman, 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.

Approval for the issue of Equity Settled Notes to replace the existing Cash Settled Notes (Resolution 5)

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

That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of Equity Settled Notes having a face value of €100 million and the issue and allotment of Shares on the conversion of those Equity Settled Notes, on the terms set out in the Explanatory Statement.

Approval of Webjet Long Term Incentive Plan (Resolution 6)

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

That, for the purposes of Exception 13 of Listing Rule 7.2 and for all other purposes, Shareholders approve the issue of Equity Securities under the Webjet Limited Long Term Incentive Plan (Plan) in accordance with the rules of the Plan described in the Explanatory Statement.

Approval of Managing Director participation in Long Term Incentive Plan (Resolution 7)

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

That, for the purposes of Listing Rule 10.14 and all other purposes, Shareholders approve the issue of 4,500,000 Options to Mr John Guscic (or his nominee) under the Webjet Limited Long Term Incentive Plan on the terms set out in the Explanatory Statement.

Annual Report 2020

2020 Annual Report

A copy of Webjet's 2020 Annual Report (including the financial report, directors' report and auditor's report for the financial year ended 30 June 2020), together with the associated ASX announcement, media release and investor pack relevant to the financial performance of Webjet for the financial year ended 30 June 2020, 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 2020 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

Ratification of issue of shares under Institutional Placement (Resolution 4)

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

That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve the prior issue of 67,800,505 Shares to sophisticated and professional investors on the terms set out in the Explanatory Statement.

information about making this election, please contact the Share Registry.

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Notes

Participating in the Meeting

The Directors encourage Shareholders to participate in the meeting via the Lumi online meeting platform. By participating in the Meeting online, Shareholders will be able to:

• hear from representatives of the Company and view the Meeting presentations;
• submit questions at the appropriate time whilst the Meeting is in progress - the Chairperson will announce the appropriate time during the Meeting; and
• vote during the Meeting.

Whilst Shareholders will be able to vote on the resolutions online during the Meeting in real time, Shareholders are encouraged to lodge a proxy ahead of the meeting, even if they are participating online. If you are unable to attend, please lodge your vote online at www.investorvote.com.au.

If you choose to participate in the Meeting online, registration will open at 4:30pm (Melbourne time) on Thursday, 22 October 2020.

To participate in the Meeting online, Shareholders will need to use one of the following methods:

• from their computer, by entering the URL in the browser: https://web.lumiagm.com; or
• from their mobile device by entering the URL in their browser: https://web.lumiagm.com.

Once you have selected one of the options above, you will need the following information to participate in the AGM in real-time:

• The meeting ID for the Webjet Limited AGM, which is 393-662-249.
• Your username, which is your SRN/HIN; and
• Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the Virtual Meeting Guide (www.computershare.com. au/virtualmeetingguide) for their password details.

Further information regarding participating in the AGM online, including browser requirements, is detailed in the Virtual Meeting Guide available at www.computershare.com. au/virtualmeetingguide.

The Company's decision to conduct voting at the Annual General Meeting in this way is supported by the Company's constitution which provides that the Chairperson may determine the manner in which a poll at a general meeting of the Company will be taken. This decision is also supported by the permissibility of electronic voting at meetings of shareholders provided under the COVID-19 Response (Requirements for Entities - Modifications and Exemptions) Act 2020.

Technical difficulties

Technical difficulties may arise during the course of the Meeting. The chairperson has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the chairperson will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the chairperson considers it appropriate, the chairperson may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy in accordance with the instructions below even if they plan to attend online.

Proxy forms and voting

• A Shareholder entitled to attend and vote at the Meeting has the right to appoint a proxy.
• A proxy does not need to be a Shareholder of the Company.
• A Shareholder who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise.
• If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes which each proxy may exercise, each proxy may exercise half of the votes.
• Proxies may be appointed using the proxy form (Proxy Form). Detailed instructions for appointing a proxy are provided on the back of the Proxy Form.
• Proxy appointments (and any necessary supporting document) must be received by the Company no later than 48 hours before the commencement of the Meeting. Proxies received after this deadline will not be effective for the scheduled meeting.
• Completed Proxy Forms may be lodged as follows:
• • By mail to:
    Computershare Investor Services Pty Ltd GPO Box 242
    Melbourne VIC 3001
  • By facsimile to:
    Computershare Investor Services Pty Ltd (within Australia) 1800 783 447 (outside Australia) [phone]
  • Online:
    by visiting www.investorvote.com.au and following the instructions and information provided on the enclosed Proxy Form
  • Custodian voting:
    For Intermediary Online subscribers only (custodians), please visit www. intermediaryonline.com to submit your voting intentions

• If a Proxy Form is signed on behalf of a Shareholder under a power of attorney, then either the original power of attorney, or a certified copy of it, must be lodged with the Proxy Form (before the deadline for the lodgement of proxies), unless the power of attorney has already been sighted by the Share Registry.
• A proxy may decide whether to vote on any item of business or other resolution put before the Meeting, except where the proxy is required by law or the Company's constitution to vote or abstain from voting in their capacity as proxy. If the proxy's appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy's appointment does not direct the proxy how to vote on an item of business or any other resolution before the Meeting, the proxy may vote as he or she thinks fit on that item or resolution.
• If a Shareholder appoints two proxies, neither is entitled to vote (as proxy for that Shareholder) on a show of hands at the Meeting. However, each can vote if a poll is taken on an item of business.
• If the same person (such as the chair of the Meeting) is appointed as proxy for two or more Shareholders and those Shareholders have specified different ways for the proxy to vote on an item of business, then the proxy is not entitled to vote (as proxy) on a show of hands on that item.

Appointment of corporate representatives

• A body corporate that is a Shareholder and entitled to attend and vote at the Meeting, or that has been appointed as proxy of a Shareholder entitled to attend and vote at the Meeting, may appoint an individual to act as its representative at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative must provide to the Company adequate evidence of his or her appointment by 5 pm (Melbourne time) on 20 October 2020, including any authority under which the appointment is signed, unless that evidence has previously been provided to the Share Registry.

4 Webjet Limited Notice of Annual General Meeting 2020