WEB TRAVEL GROUP LIMITED — Capital/Financing Update 2018

Nov 4, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Webjet Limited

ABN

68 002 013 612

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (each, aNew Share).
	Entitlement Offer- Webjet proposes to issue approximately 13,342,342 New Shares pursuant to the terms of the underwritten accelerated non- renounceable pro-rata entitlement offer (Entitlement Offer) announced to ASX on 5 November 2018. The exact number of New Shares to be issued pursuant to the Entitlement Offer, and the split between the institutional component of the Entitlement Offer (Institutional Entitlement Offer) and the retail component of the Entitlement Offer (Retail Entitlement Offer) is not known as at the date of this Appendix 3B as it remains subject to the determination of Webjet and holding reconciliation and rounding. Webjet also proposes to issue 2,173,702 New Shares in aggregate to DOTW Investments Limited as partial consideration of the acquisition of DOTW Holdings Limited

• See chapter 19 for defined terms.

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3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i	(Vendor Placement) announced to ASX on 5 November 2018.
	Same as existing quoted fully paid ordinary shares in Webjet.
	Yes, the New Shares will rank equally with existing ordinary shares from the date of issue of the New Shares. New Shares under the Vendor Placement will not be entitled to participate in the Entitlement Offer.
	Entitlement Offer- $11.50 per New Share. Vendor Placement- equivalent of $12.77 per New Share.
	Entitlement Offer- to partially fund the acquisition of DOTW Holdings Limited announced to ASX on 5 November 2018 and transaction costs. Vendor Placement- as partial consideration for the acquisition of DOTW Holdings Limited announced to ASX on 5 November 2018.
	N/A

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Institutional component of the Entitlement Offer (Institutional Entitlement Offer)- 15 November 2018 Retail component of the Entitlement Offer (Retail Entitlement Offer)- 30 November 2018 Vendor Placement- 22 November 2018
	Number	+Class

• See chapter 19 for defined terms.

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8 Number and[+] class of all[+] securities After completion of Fully paid ordinary quoted on ASX ( including the the Entitlement Offer shares +securities in section 2 if and Vendor applicable) Placement, there will be up to 135,597,119 ordinary shares quoted on ASX. (Based on 120,081,075 ordinary shares on issue as at the date of this Appendix 3B, and the aggregate approximate 15,516,044 New Shares to be issued under the Entitlement Offer and the Vendor Placement)

9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Number +Class
	3,000,000 Managing Directors Unlisted Options
	There has been no change to Webjet's dividend policy.
	No.
	Non-renounceable.
	1 New Share for every 9 ordinary shares held as at therecord datefortheEntitlement Offer.
	Fully paid ordinary shares.
	7.00pm (Melbourne time) 7 November 2018.
	No.
	Fractional entitlement will be rounded up to the next whole number of ordinary shares.
	Institutional Entitlement Offer - all jurisdictions other than Australia, New Zealand, the United States, Hong Kong, Singapore, United Kingdom, Germany, Norway and Switzerland and any other jurisdictions into which it has decided to make offers. Retail Entitlement Offer- all jurisdictions other than Australia and New Zealand.

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	Institutional Entitlement Offer- 6 November 2018. Retail Entitlement Offer- 5:00pm (AEDT) on 22November 2018.
	Credit Suisse (Australia) Limited and UBS AG, Australia Branch
	For the Entitlement Offer - an underwriting fee of 1.3% of the proceeds of the Entitlement Offer and a management and arranging fee equal to 0.65% of the proceeds of the Entitlement Offer. Webjet may pay an incentive fee equal to 0.2% of the proceeds of the Entitlement Offer at its sole discretion.
	N/A
	N/A
	N/A
	N/A
	No disclosure document is being prepared. A Retail Entitlement Offer Booklet and personalised entitlement and acceptance form willbe sent onoraround12November 2018.
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	Institutional Entitlement Offer- 15 November 2018. Retail Entitlement Offer- 30 November 2018.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

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38	Number of+securities for which
	+quotation is sought
39	+Class of +securities for which
	quotation is sought
40	Do the+securities rank equally in all
	respects from the+issue date with an
	existing+class of quoted+securities?
	If the additional+securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participate for the next dividend,
	(in the case of a trust,
	distribution) or interest payment
	 the extent to which they do not
	rank equally, other than in
	relation to the next dividend,
	distribution or interest payment
41	Reason for request for quotation now
	Example: In the case of restricted securities, end of
	restriction period
	(if issued upon conversion of another
	+security, clearly identify that other
	+security)

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Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: Date: 5[th] November 2018 (Company secretary)

Print name: Mr Tony Ristevski

== == == == ==

• See chapter 19 for defined terms.

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