HELLOWORLD TRAVEL LIMITED — Proxy Solicitation & Information Statement 2010

Jul 28, 2010

POSTAGE PAID AUSTRALIA

IF UNDELIVERABLE PLEASE RETURN TO: GPO Box 2848 Melbourne VIC 3001 Australia

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PRINTED MATTER

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

or The Company Secretary Jetset Travelworld Limited Level 28, Australia Square 264 George Street Sydney NSW 2000

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By Fax:

Computershare Investor Services (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Jetset Travelworld Limited +61 2 8080 3199

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your proxy to be effective, this proxy form and any power of attorney under which it is signed must be received by 10.00am (Sydney time) on Saturday, 4 September 2010

Signing Instructions

How to Vote on Items of Business

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Your proxy may decide whether to vote on a resolution, except where your proxy is required by law or the Company's constitution to vote or abstain from voting, in their capacity as proxy. If your proxy is directed how to vote on an item of business, your proxy may vote on that item only in accordance with that direction.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you intend on having an attorney attend and vote at the meeting on your behalf and you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this form when you return it.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Companies: Where the holding is in the name of a company, this proxy form must be executed in accordance with that company's consititution. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities that each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Proxies should bring this form to assist registration.

If a representative of a corporate securityholder or corporate proxy is to attend the meeting, the appropriate “Certificate of Appointment of Corporate Representative” must be provided to the registry or the Company prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Lodgement of a Proxy

This proxy form and an original or certified copy of any power of attorney or other authority (if any) under which it is signed must be received by the registry or the Company at the addresses provided in the top right corner of this page no later than 10.00am (Sydney time) on Saturday, 4 September 2010, or if the meeting is adjourned, at least 48 hours before the resumption of the meeting in relation to the resumed part of the meeting. Any proxy form (and any power of attorney or other authority under which it is signed) received after that time will not be valid for the purposes of the meeting.

If an attorney is to attend the meeting, the duly executed power of attorney (or a certified copy) appointing that attorney must be provided to the registry or the Company prior to admission.

Comments & Questions: If you have any comments or questions for the Company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

A proxy need not be a securityholder of the Company.

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. Please I 9999999999 note you cannot change ownership of your securities using this form.

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Jetset Travelworld Limited and entitled to attend and vote hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the meeting. Do not insert your own name(s).

or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the General Meeting of Jetset Travelworld Limited to be held at Deutsche Bank Place, Level 16, corner Hunter and Phillip Streets, Sydney NSW 2000 on Monday, 6 September 2010 at 10.00am (Sydney time) and at any adjournment of that meeting.

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. Your proxy may decide how to vote on any motion at the meeting, except where specifically directed below.

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1. Issue of JTG Shares to SGH and related transfers

2. Acquistion of relevant interest in Qantas Escrow Shares

3. Acquisition of relevant interest in Stella Option Holder Escrow Shares

4. Acquisition of relevant interest in Stella Party Escrow Shares

5. Acquisition of relevant interest in Buffer Shares by UBS Entities

6. Election of Andrew Cummins

7. Election of Adrian MacKenzie

8. Election of Michael Riches

9. Implementation of Employee Share Plan

10. Approval of financial assistance

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The Chairman of the meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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