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HELLOWORLD TRAVEL LIMITED — Proxy Solicitation & Information Statement 2025
Sep 23, 2025
65057_rns_2025-09-23_99aba2d8-311e-42f7-b120-d8ab4619ea53.pdf
Proxy Solicitation & Information Statement
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ASX ANNOUNCEMENT
Melbourne, 24 September 2025
Notice of 2025 Annual General Meeting / Proxy Form
Helloworld Travel Limited (ASX:HLO) has today dispatched to shareholders the Notice of its 2025 Annual General Meeting (AGM) which will be held at 10:00am (AEDT) on Thursday, 23 October 2025. The Notice of Annual General Meeting (including the Explanatory Notes) and Proxy Form are attached.
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About Helloworld Travel Limited
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Helloworld Travel Limited (ASX: HLO) is a leading Australian & New Zealand travel distribution company, comprising retail leisure travel and business travel networks, travel broker networks, destination management services (inbound), air ticket consolidation, tourism transport operations, wholesale travel services, including event packaging and online operations, all supported by world class proprietary and non-proprietary distribution systems.
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HLO businesses have over 900 personnel located in Australia, New Zealand, Fiji and Greece, and over 2,600 members of its travel agency and broker networks in Australia and New Zealand.
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Helloworld Travel is a proud sponsor of the School of St Jude in Tanzania, Ollie’s Echo, The Danii Foundation, and My Room Children’s Cancer Charity.
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Helloworld Travel Limited ABN 60 091 214 998 179 Normanby Road, South Melbourne, VIC, 3205 Telephone: 03 9867 9600 Facsimile 03 9867 7244
2025 NOTICE OF ANNUAL GENERAL MEETING Helloworld Travel Limited ABN: 60 091 214 998 Thursday, 23 October 2025 - 10:00am (AEDT)
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HELLOWORLD TRAVEL LIMITED 2025 ANNUAL GENERAL MEETING
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Dear Shareholder,
On behalf of the Board of Helloworld Travel Limited, you are invited to attend the Annual General Meeting (AGM).
FORMAT: Hybrid (in person and online) DATE: Thursday, 23 October 2025 ADDRESS: Helloworld Travel Limited Level 1 179 Normanby Road South Melbourne VIC 3205
START TIME: 10.00am (AEDT)
The meeting will be held in person and online. You may participate online, with details on how to register below. REGISTRATION: https://meetnow.global/MD9H2JF
For shareholders who have elected to receive a printed copy of our 2025 Annual Report, this is included with this letter. The Annual Report is also available online on our website under the Annual Reports tab in the Investor Centre https://www.helloworldlimited.com/annual-reports/.
Our Chief Executive Officer and Managing Director, Andrew Burnes, AO and I will both speak at the AGM and our presentations will be available to view prior to the AGM.
An important purpose of the AGM is to allow you to vote on matters put to the meeting. Voting will be available for you to participate online through our Share Registry’s investor portal https://meetnow.global/MD9H2JF
Those shareholders not able to attend in person or participate online during the AGM, but who wish to vote on matters being put to the meeting, will need to appoint a proxy. A proxy form is also enclosed with this letter.
Further information, including how to register, appointing a proxy and voting online, is detailed in the attached ‘Meeting Registration and Voting’ form from the Company’s registry, Computershare Limited (‘Computershare’).
The AGM is the Board’s opportunity to liaise with you directly, questions may be submitted on matters related to the AGM, these can be submitted directly to us or through our share registry, online, via Investor Vote at www.investorvote.com.au
If you attend online, details on how to appoint a proxy and how to submit a question are included under the Important Information heading following the Notice of Meeting.
The Board and I look forward to your attendance at the AGM and thank you for your continued support.
Yours sincerely
Garry Hounsell
Chairman Helloworld Travel Limited 24 September 2025
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2025 Annual General Meeting (AGM) of Helloworld Travel Limited (ABN 60 091 214 998 (‘HLO’ or the ‘Company’) at 10.00am (AEDT) on Thursday, 23 October 2025. The AGM will be held in a hybrid format, both in person as well as online through an online platform https://meetnow.global/MD9H2JF
The Notice of Meeting should be read in conjunction with the Important Information on pages 4 to 5 and Explanatory Notes on pages 6 to 7 accompanying this Notice of Meeting.
All items of business at the AGM are ordinary resolutions, which require a simple majority of votes cast by shareholders entitled to vote on the resolution.
ITEMS OF BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the financial statements and the reports of the Directors and of the Auditors for the year ended 30 June 2025.
Note: There is no requirement for shareholders to approve the financial statements and reports.
2. ADOPTION OF THE REMUNERATION REPORT
To consider and, if thought fit, approve the Remuneration Report, for the year ended 30 June 2025, set out in the 2025 Annual Report.
Note: This resolution is advisory only and does not bind Helloworld Travel Limited or the Directors.
Voting exclusion statement
Helloworld Travel Limited will disregard any votes cast on Item 2:
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by or on behalf of a member of the key management personnel whose remuneration details are included in the Remuneration Report, or their closely related parties; and
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by a person who is a member of the key management personnel as at the date of the AGM or their closely related parties as a proxy, unless the vote is cast on behalf of a person entitled to vote on this resolution and that vote has been cast as specified on the voting form; or where there is no specified voting direction, the vote is cast by the Chairman of the AGM as proxy and who has been expressly authorised to vote on this resolution, even though it is connected with the remuneration of key management personnel.
3. RE-ELECTION OF DIRECTOR
To consider and, if thought fit, approve the re-election of a Director: Cinzia Burnes, who retires by rotation in accordance with Helloworld Travel Limited’s Constitution and the ASX Listing Rules, and being eligible, stands for re-election.
4. APPOINTMENT OF AUDITOR
To consider and, if thought fit, pass the following resolution.
This resolution is to seek member approval for the ongoing appointment of KPMG as Auditor for the purposes of section 327B(1) of the Corporations Act 2001 (Cth).
It is important that you specify your voting directions on the proxy form.
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By order of the Board
Sylvie Moser
Group Company Secretary 24 September 2025
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IMPORTANT INFORMATION
RIGHT TO ATTEND, SPEAK AND VOTE AT THE ANNUAL GENERAL MEETING
Shareholders have the right to attend, speak and vote at the AGM. The right to vote is subject to the voting exclusions detailed in the Notice of Meeting.
As determined by the Board, for the purposes of the AGM, shareholders will be those persons who are registered as shareholders at 7:00pm (AEDT) on Tuesday, 21 October 2025. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
PARTICIPATING IN THE MEETING – VOTING IN PERSON
To vote in person, attend the meeting on the date and place as set out above.
HOW TO PARTICIPATE IN THE MEETING ONLINE
To participate online in the meeting, you can log in by entering the following https://meetnow.global/MD9H2JF on your computer, tablet or smartphone.
If you are participating online, the online registration will be open one (1) hour before the meeting.
To make the registration process easier, please have your SRN/HIN and registered postcode or country code on hand. Proxy holders will need to contact Computershare prior to the meeting to obtain their login details.
To participate in the meeting online follow the instructions below:
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Login to https://meetnow.global/MD9H2JF
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Click on ‘Join Meeting Now’
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Enter your SRN/HIN. Proxy holders will need to contact Computershare on +61 3 9415 4024 one (1) hour prior to the meeting to obtain their login details.
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Enter your postcode registered to your holding if you are an Australian security holder. If you are an overseas security holder select the country of your registered holding from the drop-down list.
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Accept the Terms and Conditions and click ‘Continue’
You can view the meeting presentations, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress
VOTING ON RESOLUTIONS
As required under to the Corporations Act 2001 (Cth), all voting on the resolutions proposed and stated in the Notice of Meeting will be by way of a poll and not a show of hands.
APPOINTING A PROXY
All shareholders who are entitled to attend and vote at the AGM have the right to appoint up to two proxies to attend the AGM on their behalf, and to vote in accordance with their instruction on the proxy form.
A proxy need not be a shareholder of Helloworld Travel Limited and may be an individual or body corporate.
You can direct your proxy how to vote (i.e. to vote ‘for’ or ‘against’ or to ‘abstain’ from voting on, each resolution) by following the instructions on the voting form. If you appoint a proxy, the Company encourages you to consider directing your proxy how to vote.
Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of shareholder votes. If no number or proportion of votes is specified, each proxy may exercise half of the shareholder’s votes.
If a body corporate is appointed as a proxy, it must appoint a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) to exercise its powers as proxy at the meeting. (see Corporate representatives on page 5).
If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company’s share registry (1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)) or you may copy the enclosed proxy form.
CHAIRMAN AS PROXY
If you appoint the Chairman of the AGM as your proxy (or the Chairman of the AGM becomes your proxy by default) and you do not direct your proxy how to vote on a Resolution, you will be authorising the Chairman to vote as he decides on the relevant Resolution (even though the Resolution may be connected with the remuneration of one or more members of the KMP).
If you do not want the Chairman of the AGM to vote, as your proxy, in favour of any resolution, you need to direct your proxy to vote against, or to abstain from voting on the relevant resolution, by marking the appropriate box on the proxy form.
For instructions refer to the online user guide at www.computershare.com.au/virtualmeetingguide
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OTHER MEMBERS OF THE KMP AS PROXY
If you appoint a Director (other than the Chairman of the AGM) or another member of the KMP (or a closely related party or any member of the KMP) as your proxy, you should direct them how to vote on the relevant resolution by marking the appropriate box on the proxy form. If you do not do so, they will not be able to vote as your proxy on that resolution.
ATTORNEY AS PROXY
A shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of the instrument) must be received by the Company, at its registered office or one of the addresses listed below for the receipt of proxy appointments, at least 48 hours prior to the commencement of the AGM.
CORPORATE REPRESENTATIVE
A body corporate, which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the meeting in accordance with section 250D of the Corporations Act 2001. The appropriate appointment document must be produced prior to admission. A form of appointment may be obtained by telephoning the Company’s share registry (1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)) or downloading the form ‘Appointment of Corporate Representative’ at www.investorcentre.com.au and selecting “Printable Forms.”
TIMING AND COMMUNICATION OF PROXY APPOINTMENT
To be effective for the scheduled meeting, a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number set out below no later than 10.00am (AEDT) on Tuesday, 21 October 2025 (being 48 hours before the commencement of the meeting). Any proxy appointment received after that time will not be valid for the scheduled meeting.
ONLINE www.investorvote.com.au
FOR INTERMEDIARY ONLINE SUBSCRIBERS (CUSTODIANS)
www.intermediaryonline.com
BY MAIL Share Registry – Computershare GPO Box 242 Melbourne VIC 3001 Australia FAX Share Registry - Computershare 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)
Enquiries to Computershare can also be made by:
WEBCHAT www.investorcentre.com/contact PHONE 1300 850 505 (within Australia) +61 3 9473 2555 (outside Australia)
For more information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.
UNDIRECTED PROXIES
On a poll, the Chairman of the AGM intends to vote, as your proxy, in favour of each of the proposed resolutions (where permissible).
QUESTIONS FROM SHAREHOLDERS
The Chairman of the AGM will allow a reasonable opportunity for shareholders to ask questions (online) about, and make comments on, the management of the Company and on the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report (‘Reports’), as well as each of the resolutions to be considered at the meeting.
Mr Chris Sargent (or another representative) of the Company’s Auditor, KPMG, will attend the meeting. During the meeting’s consideration of the Reports, the Chairman of the AGM will allow a reasonable opportunity for shareholders at the meeting to ask the Auditor’s representative questions relevant to the:
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conduct of the audit;
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preparation and content of the Auditor’s Report for the financial year ended 30 June 2025;
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accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Financial Report for that year; and
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independence of the Auditor in relation to the conduct of the audit.
Shareholders may also submit a written question to the Company’s Auditor if the question is relevant to the content of the Auditor’s Report or the conduct of the audit.
If you wish to submit a question in advance of the meeting, you may do so by sending your question to one of the places below by no later than 21 October 2025.
BY MAIL Share Registry - Computershare GPO Box 242 Melbourne VIC 3001 Australia BY E-MAIL [email protected] ONLINE www.investorvote.com.au
The Company and the Auditor will attempt to respond to as many of the more frequently asked questions as possible. Due to the large number of questions that may be received, the Company and the Auditor will not be replying on an individual basis.
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EXPLANATORY NOTES
ITEM 1 – RECEIPT AND CONSIDERATION OF THE FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT (REPORTS)
The Corporations Act 2001 (Cth) requires the Helloworld Travel Limited financial statements and reports for the financial year ended 30 June 2025 to be presented to the 2025 Annual General Meeting.
The 2025 Annual Report of the Company contains the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the year ended 30 June 2025, and may be accessed from the Annual Reports tab in the Company’s Investor Centre https://www.helloworldlimited.com/annual-reports/. A printed copy of the 2025 Annual Report has been sent to those shareholders who have elected to receive one.
At the appropriate time, shareholders will be provided with a reasonable opportunity to ask questions, and to make comments, in relation to these Reports and the management of the Company. No formal resolution to adopt the Reports will be put to shareholders at the meeting (except for Resolution 1 adoption of the Remuneration Report).
Shareholders will be given the opportunity during this item of business to ask a representative of the Company’s Auditor, KPMG, questions relevant to the matters outlined under the heading ‘Questions from Shareholders’ on page 5.
ITEM 2 – ADOPTION OF THE REMUNERATION REPORT
Section 250R(2) of the Corporations Act 2001 (Cth) requires a listed company to put a resolution to its members at its AGM that its remuneration report be adopted, the Corporations Act 2001 (Cth) expressly provides that the vote on any such resolution is advisory only. This means that the vote provides guidance to the Directors, and it does not bind the Directors or the Company.
However, the Directors recognise the vote as an indication of shareholder sentiment and will have regard to the outcome of the vote and any discussion when setting the Company’s remuneration policies.
However, the Corporations Act 2001 (Cth) provides for a ‘two strikes rule’ in relation to voting on the Remuneration Report. This rule would apply if, at two consecutive Annual General Meetings, the resolution for adoption of the Remuneration Report were to receive a ‘no’ vote of 25% or more of the votes cast on the resolution. In that case, a further resolution (a ‘spill resolution’) would be required to be put to shareholders at the second of those Annual General Meetings. If passed, the spill resolution would require an extraordinary general meeting of the Company (a ‘spill meeting’) to be held within 90 days of the second Annual
General Meeting, for the purpose of considering the election of Directors.
At the spill meeting, the Directors (other than the Managing Director) who were in office at the date of approval by the Board of the most recent Directors’ Report would cease to hold office, unless re-elected at the meeting. For any spill resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it.
In addition, if comments are made on the Remuneration Report at the AGM and 25% of more of the votes cast on Resolution 1 are against the adoption of the Remuneration Report, the Company’s Remuneration Report for the current financial year will be required to include an explanation of the Board’s proposed action in response to those comments or, if no action is proposed, the Board’s reasons for this.
Details in relation to the Company’s Key Management Personnel are set out in the Remuneration Report on pages 36 to 42 of the 2025 Annual Report, which may be accessed by visiting the Company’s Investor Centre https://www.helloworldlimited.com.au/annual-reports/
Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company and/or the Group, whether directly or indirectly.
The Corporations Act 2001 (Cth) restricts KMP and their closely related parties from voting in certain circumstances on such resolutions.
A closely related party, in relation to a member of the KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence, or be influenced by, the member in the member’s dealings with the Company and/or the Group, and any company that the member controls.
At the Company’s 2024 Annual General Meeting, 98.76% of the votes cast on the resolution for adoption of the Remuneration Report were in favour of the resolution and no comments were made on the Remuneration Report at that meeting.
During this item, shareholders will be provided with a reasonable opportunity to ask questions about and make comments on the Remuneration Report.
Please read the information under the heading ‘Chairman as Proxy’ on page 4, which deals with the Chairman’s voting of undirected proxies on the resolution for adoption of the Remuneration Report (Resolution 1).
The Remuneration Report forms part of the Directors’ Report which was made in accordance with a unanimous resolution of the Directors. Each of the Directors recommends the Remuneration Report to shareholders for adoption.
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The vote on this resolution is advisory only and does not bind the Directors or the Company.
ITEM 3 – ELECTION OF DIRECTOR BACKGROUND
As required by Helloworld’s Travel Limited’s Constitution and the ASX Listing Rules, the Director who has been longest in office since their last re-election, Cinzia Burnes, retires by rotation and, being eligible, stands for re-election. The Board, with the assistance of the Nominations and Governance Committee, have reviewed the performance of the Director standing for re-election and have endorsed the nomination of the candidate for re-election.
RE-ELECTION OF CINZIA BURNES
TERM: Chief Operating Officer & Executive Director since 1 February 2016.
INDEPENDENT: No
SKILLS AND EXPERIENCE:
Cinzia brings extensive sector and management experience to the Board.
In 1982, Cinzia commenced her career in travel and after working as a travel wholesaler in Italy for 9 years, Cinzia played a pivotal role in growing AOT from a regional safari operator into one of Australasia’s leading travel distribution businesses. The AOT Group was privately owned by Andrew and Cinzia Burnes until its merger with Helloworld Travel Limited in 2016.
Cinzia was a Director of Tourism Victoria from 2013 to 2015. Cinzia has also served as a Board member of Health Services Australia from 2005 to 2007 and the Australian Tourist Commission from 2001 to 2004.
Cinzia was appointed a Director of Australian Travel Industry Association (ATIA) on 14 December 2022 and re-appointed to the ATIA Board in June 2025.
SPECIAL RESPONSIBILITIES
Chief Operating Officer and Executive Director
INTERESTS IN SHARES
A legal and beneficial interest in 10,438,014 fully paid ordinary shares. In conjunction with Andrew Burnes a further beneficial interest in 18,358,287 fully paid shares.
ITEM 4 – APPOINTMENT OF AUDITOR
APPOINTMENT OF AUDITOR
Pursuant to section 328B of the Corporations Act 2001 (Cth), the Company received a valid notice of nomination which nominated KPMG to be appointed as the new Auditor of the Company. A copy of the notice of nomination is set out at Annexure A of this Notice of Meeting. This resolution is to seek member approval for the ongoing appointment of KPMG as Auditor under section 327B(1) of the Corporations Act
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ANNEXURE A – NOMINATION OF AUDITOR
24 September 2025
Dear Directors,
Notice of nomination of KPMG as Auditor of Helloworld Travel Limited
I, Michael Smith, being a Member of Helloworld Travel Limited, give notice pursuant to section 328B of the Corporations Act 2001 (Cth) that I nominate KPMG of Tower Two, Collins Square, 727 Collins Street, Melbourne VIC 3008, as Auditor of Helloworld Travel Limited.
Yours sincerely
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Michael Smith
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HELLOWORLD.COM.AU ABN: 60 091 214 998 ASX CODE: HLO
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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
HLO
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Helloworld Travel Limited Annual General Meeting
The Helloworld Travel Limited Annual General Meeting will be held on Thursday, 23 October 2025 at 10:00am (AEDT). You are encouraged to participate in the meeting using the following options:
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MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:
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Control Number: 999999 SRN/HIN: I 9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 21 October 2025.
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ATTENDING THE MEETING VIRTUALLY
To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MD9H2JF
For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide
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ATTENDING THE MEETING IN PERSON
The meeting will be held at:
Helloworld Travel Limited, Level 1, 179 Normanby Road, South Melbourne, VIC 3205
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000001
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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
HLO
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 21 October 2025.
Proxy Form
How to Vote on Items of Business
Lodge your Proxy Form:
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All your securities will be voted in accordance with your directions.
Online:
APPOINTMENT OF PROXY
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 or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
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 for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
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Control Number: 999999
SRN/HIN: I 9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If 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.
Companies: 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. Delete titles as applicable.
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000002/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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.
I 9999999999
I ND
Proxy Form
Please mark
to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Helloworld Travel Limited hereby appoint the Chairman OR of the Meeting
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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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Helloworld Travel Limited to be held at Helloworld Travel Limited, Level 1, 179 Normanby Road, South Melbourne, VIC 3205 and as a virtual meeting on Thursday, 23 October 2025 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 2 (except where I/we have indicated a different voting intention in step 2) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box in step 2.
Step 2 Items of Business
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.
For Against Abstain
| Resolution | 2 | Adoption of Remuneration Report | |||
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| Resolution | 3 | Re-election of Director Cinzia Burnes | |||
| Resolution | 4 | Appointment of KPMG as Auditor |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
| Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / / |
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