Webjet : Notice of Annual General Meeting/Proxy Form

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) will be held on Tuesday, 31 August 2021 at 3:00pm (Melbourne time).

Shareholders may either attend physically at the Webjet Limited Corporate Offices situated at Level 2, 509 St Kilda Road, Melbourne VIC 3004, or virtually via the Lumi AGM platform by following the instructions contained in this Notice of Meeting.

20 21

Notice of

Annual General Meeting

2021

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 3:00pm (Melbourne time) on Tuesday,

31 August 2021. Registration will open from 2:30pm (Melbourne Time).

Due to the ongoing COVID-19 pandemic and the resultant possibility of Government restrictions, this year your Company will hold a hybrid AGM - both in-person at Webjet's Corporate Office, as well as virtually through an online platform (at: https://web.lumiagm.com) for those who prefer to attend remotely, or are not able to attend in-person. The online platform will enable Shareholders to view the meeting, ask questions in relation to the business of the meeting and vote in real time.

Please note that COVID-19 related precautionary measures may be imposed on attendance if necessary, including limiting or refusing entry to the AGM. 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 via the ASX Market Announcements Platform. While you will be able to vote online during the AGM, you are encouraged to lodge a vote by proxy ahead of the meeting.

The carnage wreaked by COVID-19 has been well-documented, and your Company's financial performance during FY21 reflected this state of affairs. As reported in this year's annual report, for the 9 months to the new 31 March year end, the Total Transaction Value was $453 million, Revenue was $38.5 million and underlying operations reported an EBITDA(1) loss of $56.3 million; these are not numbers that we enjoy reporting to our shareholders. Given the new financial year end, it is not useful to provide a comparative discussion between the FY20 and FY21 reporting periods.

Throughout the pandemic, Webjet has continued to operate, looking after our customers and our people as best as we can, sometimes in extremely difficult conditions. We have chosen a path that sees us streamlining and improving operations and targeting improved financial metrics and market share as conditions normalise. We have been pleased with the strong recovery in our Australian and New Zealand B2C businesses driven by domestic borders remaining open, and are seeing recovery signals in some of our WebBeds B2B markets, as vaccinations progress and borders open.

While we wait for global markets to fully reopen, we continue to focus on the matters we can control to ensure we can lead the way when the recovery path becomes clearer. We have embraced the opportunity to reinvent our businesses across the board and since COVID-19 struck, have significantly reduced cash burn, mitigated B2B debtor risk, extended term debt maturity, and strengthened our balance sheet to

be able to capture the significant opportunities we believe will emerge when travel markets recover.

This year's resolutions include the adoption of the remuneration report, the re-election of two Non- Executive Directors, and the ratification of the Company's AUD250 million convertible note issue.

Ms. Denise McComish and I will seek re-election as Directors. Our respective backgrounds are summarised in the Explanatory Statement. The Board unanimously endorses and supports both re-elections, noting the importance of continuity of governance oversight and leadership in turbulent times.

At last years' AGM, shareholders approved an equity incentive plan for senior executives and key personnel of the Company. Our road to recovery depends on retaining our experienced and talented leadership team at a time when the pandemic has not only struck the travel industry, but has also accelerated the demand for experienced technology professionals.

1. EBITDA excludes Share Based Payment Expense.

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The war for tech talent is real and poses a threat to our recovery if we lose our tight-knit and highly effective management team. For that reason, your Board considers the incentive plan as a vital retention tool for the senior executives and key personnel.

While the Managing Director's incentive plan package was approved by shareholders, we recognise that the terms of the issue were not supported by all shareholders. Having reflected carefully, we reaffirm our statement made at the time that these are highly uncertain times and that the relationship between the strike price of a long- dated option and its exercise price, in pandemic conditions, is not necessarily either linear or predictable. We ask that Shareholders consider this when voting on this year's remuneration report.

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 6 of the Notice of Meeting. Your proxy vote must be received by no later than 3:00pm (Melbourne time) on 29 August 2021 to be valid.

Please note we will be sending Shareholders who have opted to receive electronic communications, an electronic copy of this notice of meeting (and accompanying documents). For all other Shareholders, we will send a hard copy of the Notice of Meeting (and accompanying documents) by post ahead of the AGM.

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 lodgment of your proxy form.

Yours sincerely,

Roger Sharp

Chair, Webjet Limited

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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 both in-person for those Shareholders who wish to, and are able to attend physically, and virtually using the Lumi software platform at https://web.lumiagm.com, for those Shareholders who prefer to attend remotely, on Tuesday, 31 August 2021 at 3:00pm (Melbourne time). Registration will open from 2:30pm (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 3:00pm (Melbourne time) to best enable Directors and Shareholders who are located overseas, and who cannot travel abroad due to COVID-19 restrictions, to attend and participate in the AGM.

2021 Annual Report

A copy of Webjet's 2021 Annual Report (including the financial report, directors' report and auditor's report for the financial year ended 31 March 2021), together with the associated ASX announcement, media release and investor pack relevant to the financial performance of Webjet for the financial year ended 31 March 2021, 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 2021 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.

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 31 March 2021.

Farewell and vote of thanks

The Board formally records its thanks and gratitude to Ms Toni Korsanos, who resigned as a Director of the Company on 24 March 2021, for her service to the Company. Ms Korsanos was a valued member of the Audit Committee and the Risk Committee and has served as a member of the Board since June 2018. The Board formally extends to Toni its very best wishes for her future.

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 2021 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 Mr Roger Sharp, 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.

Re-election of Director (Resolution 3)

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

That Ms Denise McComish, a director appointed to fill a casual vacancy during the year and retiring in accordance with clause 57 of the Company's constitution, and being eligible, be re-elected as a director of the Company.

Ratification of prior issue of convertible notes (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 ratify and approve the prior issue of convertible notes having an aggregate face value of AUD250 million on the terms and conditions set out in the Explanatory Statement.

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Notes

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.

Participating in the Meeting - voting in person

To vote in person, attend the Meeting on the date and place as set out above.

Whilst shareholders are entitled to physically attend the Annual General Meeting, in light of the evolving COVID-19 circumstances, we would encourage

all shareholders to consider whether they should attend the meeting in person or instead attend the meeting online as outlined above, or vote by proxy by following the instructions set out in this Notice of Meeting and the enclosed proxy form.

In relation to the physical meeting, the Company may be required to take extraordinary measures, including to limit or prohibit attendance after taking into account government advice and requirements and health concerns. If you do intend to attend the meeting in person can you please contact the Company on [e-mail] as limited seating is available and for the health and safety of all attendees, the Company will be observing social distancing rules and other government requirements that may apply, based on the COVID-19 situation at the time of the meeting.

Participating in the Meeting - voting through the virtual 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 2:30pm (Melbourne time) on Tuesday, 31 August 2021.

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 390-994-661.
• Your username, which is your SRN/HIN as set out in your proxy form; 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, as well as the constitution of the Company which allows for a general meeting to be held in two or more places, using technology to facilitate it.

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.

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