HELLOWORLD TRAVEL LIMITED — Proxy Solicitation & Information Statement 2008

Jul 3, 2008

Jetset Travelworld Limited ABN: 60 091 214 998 Level 28 Australia Square 264 George Street Sydney NSW 2000

Telephone Facsimile 02 8080 3150 02 8080 3199

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ANNOUNCEMENT

4 July 2008

Company Announcements Office Australian Stock Exchange Exchange Centre Level 4 20 Bridge Street Sydney NSW 2000

SUPPLEMENTARY EXPLANATORY MEMORANDUM

Attached is a Supplementary Explanatory Memorandum to be dispatched to Jetset Travelworld Limited Shareholders today.

Yours faithfully

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Stephen F Heesh Company Secretary

Enclosures

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Supplementary Explanatory Memorandum

Jetset Travelworld Limited

4 July 2008

This is a Supplementary Explanatory Memorandum, dated 4 July 2008, which supplements the Explanatory Memorandum of Jetset Travelworld Ltd dated 7 May 2008 (“Original Explanatory Memorandum”). This Supplementary Explanatory Memorandum should be read in conjunction with the Original Explanatory Memorandum.

1. Letter to JTL Shareholders

Dear Shareholder

As previously noted, Flight Centre recently informed Qantas Holidays Limited (“Qantas Holidays”) that it had decided not to renew a contract with Qantas Holidays, which expired on 30 June 2008. This contract relates to the supply of packaged holiday travel content by Qantas Holidays for Flight Centre and its affiliates.

The intention that Flight Centre would develop its own wholesale business has previously been publicly stated by Flight Centre and therefore it was expected by the Directors of QH Tours Ltd and the Directors of Jetset Travelworld Limited (“JTL”) that Qantas Holidays would lose the business of Flight Centre over time. The possibility of losing major customers’ business was specifically referred to in Section 4.5.1 of the Explanatory Memorandum. The Qantas Holidays forecasts examined during the due diligence process reflected the loss of Flight Centre over time, by assuming a continued decline in the sale of packaged content to Flight Centre over the next 5 years.

Qantas Holidays has had sufficient time to make contingency plans to respond to the decision, and has started implementing a range of additional business initiatives. These initiatives include reducing operating costs, reducing brochure and attributable marketing costs and entry into an agreement under which Qantas Airways Limited (“Qantas Airways”) will make marketing payments based on Qantas Holidays collaborating in a program of destination-based marketing activities. As such program is beneficial to the business of Qantas Holidays, Qantas Airways and JTL reasonably expect that Qantas Holidays will receive the marketing payments. These initiatives will counter the earlier than expected loss of Flight Centre's business.

These initiatives and plans mean the Flight Centre decision is not expected to result in a material change to the forecast financial performance of the merged business outlined in the Explanatory Memorandum dated 7 May 2008 which has been sent to shareholders. The Investigating Accountant has confirmed that there is no need for it to modify or amend its report of 7 May 2008 (see Section 2). Accordingly, the Directors of JTL maintain their unanimous recommendation to shareholders to

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approve the proposed merger. Furthermore, the Independent Expert has confirmed that it has not altered its recommendation in respect of the proposed merger (see Section 3).

In light of the postponement of the Extraordinary General Meeting beyond 30 June 2008 and the agreed date for completion of the Merger Proposal of 1 July 2008, JTL and QH Tours Ltd amended the Merger Implementation Agreement. This was done to replicate the economics of the Merger Proposal contemplated by that agreement. Accordingly, but subject to completion occurring, completion will be treated as having occurred on 1 July 2008 notwithstanding that it occurs at a later date. QH Tours Ltd’s obligation to ensure that Qantas Holidays has cash of $190 million on the date of implementation of the Merger Proposal has been amended to require Qantas Holidays to have cash of $190 million as at the close of business on 30 June 2008 (to fund the working capital requirements of the business i.e. the minimum of $190 million in cash should be sufficient to fund the current liabilities of the Qantas Holidays and Qantas Business Travel Pty Limited businesses as at that time), and the Separation Agreements (some of which are summarised in Section 6.5 of the Explanatory Memorandum) will commence from 1 July 2008.

The postponed Extraordinary General Meeting in relation to the merger with Qantas Holidays and Qantas Business Travel Pty Limited will be held at The Westin Melbourne, 205 Collins Street, Melbourne, Victoria on Thursday 17 July 2008, at 11.00am (Sydney/Melbourne time).

If you wish to revoke or replace your proxy form, please follow the instructions provided in the attached notes.

Yours sincerely,

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John M C King

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Entitlement to Vote

As the meeting on Thursday 17 July 2008 at 11.00am (Sydney/Melbourne time) is the postponed Extraordinary General Meeting which was originally convened for 11.00am (Melbourne/Sydney time) on Wednesday, 18 June 2008, the Company has determined that, in accordance with Regulation 7.11.37 of the Corporations Regulations 2001, a person's entitlement to vote at the postponed Extraordinary General Meeting will be the entitlement of that person set out in the register of members as at 7.00pm (Melbourne/Sydney time) on Monday, 16 June 2008.

Proxies

A proxy form was provided to shareholders with the original Notice of Extraordinary General Meeting and Explanatory Memorandum with instructions that to be valid, a duly completed proxy form had to be lodged at the registered office of the Company’s share registry by 11.00am (Melbourne/Sydney time) on Monday, 16 June 2008.

As shareholders will be aware, the Extraordinary General Meeting was postponed after the above deadline for the lodgement of proxies had expired. Accordingly, if you have already lodged a proxy form with the Company for the Extraordinary General Meeting, the appointed proxy and the voting directions detailed in that proxy form will remain valid at the postponed Extraordinary General Meeting unless that proxy is either revoked or replaced by a new proxy form received for the purposes of the Extraordinary General Meeting.

If you wish to change your proxy, you will need to lodge another proxy form at the registered office of the Company’s share registry, Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, 3067, or by fax to (03) 9473 2555 not later than 11.00am (Melbourne/Sydney time) on Tuesday,15 July 2008. If you require a new proxy form, please contact Computershare Investor Services Pty Limited, during business hours on 1300 850 505.

Revised Key Dates

In light of the postponement of the Extraordinary General Meeting, the Company advises that the following are the revised key dates in respect of the implementation of the merger proposal:

Time and date to determine voting entitlements for the postponed 16 June 2008, 7.00pm Extraordinary General Meeting (Melbourne/Sydney time) Deadline for returning proxy forms for the postponed 15 July 2008, 11.00am Extraordinary General Meeting (Melbourne/Sydney time) Holding of the postponed Extraordinary General Meeting 17 July 2008, 11.00am (Melbourne/Sydney time) Record Date for payment of Special Dividend 24 July 2008, 7.00pm (Melbourne/Sydney time) Effective Merger Implementation Date 1 July 2008 Completion 25 July 2008 Payment of Special Dividend 5 August 2008

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Consents

Pitcher Partners Corporate Pty Ltd as Investigating Accountant has given, and not withdrawn, its written consent to the inclusion of its letter to the Directors of JTL dated 4 July 2008 in Section 2 of this Supplementary Explanatory Memorandum and the references to that letter in the form and context in which they are included in this Supplementary Explanatory Memorandum.

Deloitte Corporate Finance Pty Limited, which is named in the Investigating Accountant’s letter to the Directors of JTL dated 4 July 2008 as having undertaken a review of the forecast financial information that has been prepared by Q H Tours Ltd and provided to JTL, has given, and has not withdrawn, its consent to be named in this Supplementary Explanatory Memorandum in the form and context in which it is named.

PricewaterhouseCoopers Securities Ltd has given, and has not withdrawn, its written consent to the inclusion of its letter to the Directors of JTL dated 4 July 2008 in Section 3 of this Supplementary Explanatory Memorandum and the references to that letter in the form and context in which they are included in this Supplementary Explanatory Memorandum.

Qantas Airways Ltd has given, and has not withdrawn, its consent to be named in this Supplementary Explanatory Memorandum in the form and context in which it is named and to the inclusion of the statements attributed to it on page 1 of this Supplementary Explanatory Memorandum in the form and context in which it is included.

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2. Letter from the Investigating Accountant

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TJB:amp

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4 July 2008

The Directors Jetset Travelworld Limited Level 8 - Australia Square 264 George Street SYDNEY NSW 2000

Dear Directors

INVESTIGATING ACCOUNTANTS REPORT (“IAR”) ON FORECAST FINANCIAL INFORMATION

We have been provided with a copy of a letter issued by QH Tours Limited to Jetset Travelworld Limited providing information in relation to two subsequent events.

The subsequent events included in that letter were:

1. Receipt of notification by Flight Centre that it would not be in a position to offer a preferred partnership or enter into a product contract with Qantas Holidays (“QH”) past 30 June 2008, and

2. The implementation by the Directors of QH of additional incentives including Qantas Airways Ltd making marketing payments based upon QH achieving service levels under an agreement.

You have requested that we consider the consequences of this notification on our IAR dated 7 May 2008.

In considering our position, it is relevant to note that in reviewing the forecast financial information as discussed in our IAR, the review of the QH and Qantas Business Travel (“QHBT”) Directors’ forecast financial information was conducted by Deloitte Corporate Finance Pty Ltd. A report was issued by them on 28 March 2008 in which they issued an unqualified report on those forecasts. In issuing our IAR, we disclosed the nature and scope of Deloitte’s engagement and the unqualified report they issued.

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In consideration of this fact, we have discussed with Deloitte their position in relation to the consequences of the subsequent events upon the report that they issued and in a letter from them dated 20 June 2008, the following comment was included:

“Having considered the impact on forecast NPAT (“Net Profit After Tax”) of the subsequent events outlined in this letter, we do not consider it necessary to amend our review report on the financial forecast of Qantas Holidays Limited (“QH”) and Qantas Business Travel Pty Ltd (“QBT”) for the years ending 30 June 2008 and 30 June 2009.”

Based on our review of events subsequent to 7 May 2008 being the date of our IAR, together with the comments contained in the Deloitte letter of 20 June 2008 referred to above, nothing has come to our attention which causes us to believe that the views expressed in our IAR require modification or amendment.

Yours faithfully PITCHER PARTNERS CORPORATE PTY LTD

M W PRINGLE Executive Director

C.704829.1

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3. Supplementary Letter to Independent Expert’s Report

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The Directors Jetset Travelworld Limited Level 7 246 Bourke Street Melbourne VIC 3000

4 July 2008

PricewaterhouseCoopers Securities Ltd ACN 003 311 617 ABN 54 003 311 617 Holder of Australian Financial Services Licence No 244572

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone 61 3 8603 1000 Facsimile 61 3 8603 1999

Dear Directors

Supplementary letter to the Independent Expert’s Report issued in relation to the proposed acquisition of a majority interest in Jetset Travelworld Limited by Qantas Airways Limited (“the Proposed Transaction”)

PricewaterhouseCoopers Securities Ltd (“PwCS”) issued an independent expert’s report concerning the Proposed Transaction dated 7 May 2008 (“the IER”). Recently Qantas Holidays Limited (“QH”) received notification that Flight Centre Ltd would not renew its current contract in relation to the supply of packaged holiday travel content to Flight Centre and its affiliates past 30 June 2008. Subsequently, Qantas Airways Limited (“Qantas”) and QH entered into a Service Level and Incentive Agreement effective 1 July 2008. For the purpose of this letter these matters are referred to as the Subsequent Events.

The Board of Jetset Travelworld Ltd (“Jetset”) has requested that PwCS consider the effect of the Subsequent Events relating to QH and Flight Centre on PwCS’ IER. Accordingly, PwCS has considered whether the Subsequent Events would cause PwCS to alter its “not fair but reasonable” opinion as at the date of this letter.

In addition, given the period of time elapsed since the issuance of the IER and continuing volatility in financial markets, PwCS has also considered the impact of general share market movements in equities, and particularly shares in quoted Australian travel companies, since 7 May 2008. Since that date, there has been a decline in the implied historic and forecast price earnings and other earnings multiples for companies used as comparable companies for the purpose of preparing the IER. PwCS is of the view that this is likely to have had a negative impact on the assessed values for both Jetset and the Combined Entity.

PwCS has considered the short to medium term earnings impact of the loss of Flight Centre, the Service Level and Incentive Agreement and the movements in earnings multiples and the market

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more broadly and has formed the view that the relative values of Jetset (stand alone control basis) and of the Combined Entity (minority basis) have not altered significantly from the relative values established in the IER.

In considering the request of the Directors of Jetset and in forming the opinion included in this supplementary letter, PwCS has had regard to the information included in the Explanatory Memorandum dated 7 May 2008 issued by Jetset and:

• A letter prepared by Deloitte Corporate Finance Pty Limited dated 20 June 2008 to assess the impact of the Subsequent Events on the Forecast Net Profit After Tax for the year ending 30 June 2009;

• A letter prepared by Pitcher Partners Corporate Pty Ltd dated 4 July 2008 considering the consequences of the Subsequent Events on its Investigating Accountants Report dated 7 May 2008;

• The Service Level and Incentive Agreement;

• Financial analysis concerning QH’s forecast earnings prepared by Qantas management;

• Confirmed with the directors of Jetset that there are no other matters which have occurred since 7 May 2008 which would significantly impact the analysis and opinion provided in the IER; and

• General financial and other information on comparable listed companies sourced from Bloomberg and Capital IQ.

Impact on PwCS’ Opinion

PwCS considers that the Subsequent Events and the passage of time described above have not impacted its opinion in the IER. Accordingly, PwCS’ opinion remains that the Proposal is not fair but reasonable to Jetset’s non-associated shareholders.

The supplementary letter does not document all matters considered in the IER that remain unaffected by the changes in circumstances. Accordingly, the supplementary letter should be read in conjunction with the IER.

A copy of the PwCS’ Financial Services Guide is included with the IER.

Yours faithfully

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Nigel Smythe Authorised Representative PricewaterhouseCoopers Securities Ltd

James Garde

Authorised Representative PricewaterhouseCoopers Securities Ltd

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