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WEBJET GROUP LIMITED — Board/Management Information 2025
Oct 12, 2025
66065_rns_2025-10-12_d2f9ab03-7805-4f8e-9ab7-8cd8c6af0e9b.pdf
Board/Management Information
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ASX Announcement – 13 October 2025
Notice of Requested General Meeting – Dispatch to Shareholders
Webjet Group Limited (ASX:WJL) ( Webjet or the Company ) refers to its market announcement of 24 September 202 5 relating to a shareholder notice received by Webjet on 22 September 2025 requesting that a general meeting of shareholders be called and held. The request was delivered by Portfolio Services Pty Ltd, a shareholder which held 19,628,311 Webjet shares (approximately 5.0 % of Webjet’s issued capital) as at the date of the request.
The Company gives notice that the Notice of Meeting for the shareholder-requested general meeting ( Meeting ) has today been dispatched to shareholders. A copy of the Notice of Meeting and Proxy Form is attached.
The notice has been sent individually to all Webjet shareholders entitled to vote (and to each Director as well as the auditor of the Company).
The Meeting was validly called by the Board within 21 days of the date the request notice was received and the Meeting is scheduled to be held as a hybrid meeting at 2.30pm (Melbourne time) on Friday 21 November 2025 .
Three resolutions are proposed for the Meeting:
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Appointment of Mr Daniel Asher Weiss as a Director: to elect Mr Weiss as a director of Webjet.
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Appointment of Mr Andrew Taylor as a Director: to elect Mr Taylor as a director of Webjet.
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Removal of any newly-appointed Directors: to remove any person appointed as a Director of Webjet on or after 22 September 2025 and prior to the commencement of the Meeting.
The Notice of Meeting, now dispatched, sets out the full text of each resolution, explanatory notes, and instructions for attendance (in person or online) and voting (including by proxy) in accordance with the Corporations Act and Webjet’s constitution.
The Directors unanimously recommend that all shareholders vote AGAINST the proposed resolutions. The Chair will vote all available and undirected proxies AGAINST the resolutions. Detailed reasons for the Directors' unanimous recommendation are set out in the Notice of Meeting.
-ENDS-
This announcement has been approved for release to ASX by the Board of Directors.
| Investors Please contact |
Media [email protected] Please contact |
[email protected] |
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Webjet Group Limited Notice of General Meeting and Explanatory Statement
Notice is given that a General Meeting of members ( Shareholders ) of Webjet Group Limited ACN 679 116 762 ( Company or Webjet ) will be held on Friday, 21 November 2025 at 2:30pm ( Melbourne time ).
Shareholders may either attend in person at Webjet’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 or virtually via the Automic Investor Portal by following the instructions contained in this Notice of Meeting.
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Webjet Group Limited ABN 85 679 116 762
Letter from the Chair
Dear Fellow Shareholder,
Requested General Meeting
I am writing to you on behalf of the Board of Webjet Group Limited ( Company or Webjet ) regarding the upcoming General Meeting ( Meeting ) called for Friday, 21 November 2025. This meeting has been convened following a request by Portfolio Services Pty Ltd, as bare trustee for Teldar Associates Pty Ltd as trustee for Portfolio Service Unit Trust ( Portfolio Services ) under section 249D of the Corporations Act 2001 (Cth), which was received by the Company on 22 September 2025. As at today's date, Portfolio Services holds 19,628,311 Shares in the Company representing approximately 5% of the total number of Shares currently on issue.
Portfolio Services has proposed resolutions to appoint two individuals, Daniel Asher Weiss and Andrew Taylor, to your Company’s Board and a third resolution to remove each person appointed as a director of the Company on or after 22 September 2025, being the date of receipt of Portfolio Services' request, and prior to the commencement of the Meeting on 21 November 2025. In accordance with ASX Listing Rule 14.3, we have duly accepted these director nominations for consideration.
While we respect the rights of shareholders to nominate and vote on director appointments, your Board has carefully evaluated the proposed resolutions from Portfolio Services and unanimously recommends that you VOTE AGAINST all the resolutions.
Our recommendation to oppose the appointment of the proposed directors is based on thorough analysis and the Board’s fiduciary duty to act in the best interests of all shareholders. We have assessed the nominees against the Company’s strategic needs, governance standards, and the criteria for an effective board, including the Board's requirement for a majority of independent directors on the Board. Both nominees have expressly refused the Board's invitation to engage in our standardised director recruitment process. In the absence of this engagement, the Board has been limited to only the materials provided by Portfolio Services and public information about the nominees in making its assessment about the nominees.
After careful deliberation, we have identified several serious concerns that underpin our unanimous recommendation to VOTE AGAINST all the resolutions:
- (a) Governance and Independence Concerns : Ensuring a balanced, independent board is crucial for protecting all shareholders’ interests. The ASX Corporate Governance Council’s Principles and Recommendations call for a board to have an 'appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively'.
The Board utilises a defined skills matrix that outlines the skills that the Board should collectively hold across its membership. The individuals seeking appointment do not appear to enhance the skills or experience on the Board.
Both Mr Weiss and Mr Taylor have refused the Board's invitation to meet with an executive search firm engaged by the Company to identify, interview and assess all candidates for election to the Board to better understand each of the nominees' qualifications, experience and credentials and the contributions each nominee may be able make to the Board, including in comparison to other candidates. Candidates are independently assessed and then referred to the Board’s Remuneration and Nomination Committee for further meetings.
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These candidates seek appointment under a procedure that bypasses the Board's existing process. As such, we have no visibility on whether the individuals seeking appointment will meet or add to the skills or experience on the Board.
This raises a governance red flag: if these candidates were appointed, a small minority shareholder would gain disproportionate influence over the Company’s governance relative to its ownership stake. Such an outcome would undermine the independent oversight expected of a public company board and conflict with best-practice principles of corporate governance.
(b) Potential Conflicts of Interest and Alignment Issues: The Board also has concerns about possible conflicts of interest involving the nominees. Portfolio Services has, together with its associate BGH Capital, previously submitted a change of control proposal for the Company, which the Board has already rejected including on value grounds. Further, by refusing to participate in the Board's existing nomination process as described above, the Board has not been in a position to gain confidence that the two nominees will be able to adequately manage any conflicts of interest that they might have to deal with through their Board appointment. Mr Weiss has already admitted that, if appointed, he would not be an independent director of Webjet. Any relationships (whether creating a real or perceived conflict of interest or otherwise) have not been disclosed to assist the Board in forming a view as to whether, if appointed, Mr Taylor would qualify as independent. The Board considers however that Mr Taylor would not be an independent director given he will also be a representative for the 5% interests of Portfolio Services.
(c) Risks to Board Stability and Company Performance: The timing and nature of the change to the composition of the Board is problematic. Webjet is at a critical juncture in executing its strategy.
We are concerned that the proposed change to the composition of the Board, if approved, could sow uncertainty among management, employees, and business partners, just as the Company is gaining positive momentum.
Your current Board includes directors with deep experience and knowledge of Webjet’s business and industry. Board stability is essential for us to continue executing our strategy and delivering sustainable long-term value.
Additionally, it is important to note that calling and holding the Meeting for this purpose imposes significant costs and distractions. There is no reason why the appointment of the nominees could not have simply been proposed at the Company's next Annual General Meeting. This Meeting is an unnecessary and expensive exercise that diverts time and resources from the business. The Board has actively attempted to engage with Portfolio Services and its nominees to understand and address their concerns without resorting to a costly meeting, but unfortunately those efforts did not yield a compromise. We remain open to dialogue, but we cannot support changes that are a distraction and we believe would set back the Company.
In light of the above considerations – board independence, conflicts of interest concerns and risk to stability – the Directors strongly believe that the passing of these resolutions is not in the best interests of the shareholders or effective governance of the Company.
After weighing all factors, your Board unanimously recommends that shareholders VOTE AGAINST each of the resolutions. This recommendation is made after careful deliberation and for the reasons explained above.
In line with the Board’s recommendation, please vote AGAINST all the resolutions to appoint directors by submitting your proxy vote or attending the Meeting to vote in person. Every vote is important.
For completeness, we note that information about the proposed director candidates (including their backgrounds and the statements provided by Portfolio Services as nominating shareholder) is included in the Notice of Meeting and Explanatory Statement accompanying this letter. We encourage you to review these materials carefully.
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Thank you for your continued support. The Board will keep shareholders updated on any developments. If you have any questions or require further information on the Meeting or the Board’s recommendation, please contact [email protected] or visit our investor website. We appreciate your attention to this critical matter.
Yours sincerely,
Don Clarke
Chair, Webjet Group Limited
13 October 2025
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Notice of General Meeting
In response to the request of a general meeting by Portfolio Services (as defined in the Explanatory Statement below) and in accordance with section 249D of the Corporations Act, notice is given that a general meeting ( Meeting ) of the members ( Shareholders ) of Webjet Group Limited ACN 679 116 762 ( Company or Webjet ) will be held on Friday, 21 November 2025 at 2:30pm ( Melbourne time ) for the purpose of considering and, if thought fit, passing the resolutions set out below. Registration will open from 2:00pm (Melbourne time) on the day.
The Company will hold the Meeting both in person for those Shareholders who wish to, and are able to attend physically, at Webjet’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 and virtually through Automic Investor Portal via investor.automic.com.au for those Shareholders who prefer to attend remotely.
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the Meeting. Please ensure that you read the Explanatory Statement in full.
Business
Election of Director – Daniel Asher Weiss (Resolution 1)
To consider and, if thought fit, pass the following resolution:
That, pursuant to clause 10.10(c) of the Constitution of Webjet Group Limited, and for all other purposes, Daniel Asher Weiss, having consented to act, be appointed as a director of Webjet Group Limited with effect on and from the end of the general meeting of Webjet Group Limited at which this resolution is passed.
Election of Director – Andrew Taylor (Resolution 2)
To consider and, if thought fit, pass the following resolution:
That, pursuant to clause 10.10(c) of the Constitution of Webjet Group Limited, and for all other purposes, Andrew Taylor, having consented to act, be appointed as a director of Webjet Group Limited with effect on and from the end of the general meeting of Webjet Group Limited at which this resolution is passed.
Removal of Directors Appointed After Section 249D Notice (Resolution 3)
To consider and, if thought fit, pass the following resolution:
That, pursuant to section 203D of the Corporations Act 2001 (Cth), the Constitution of Webjet Group Limited and for all other purposes, each person appointed as a director of Webjet Group Limited on or after 22 September 2025 and prior to the commencement of the Meeting (excluding Mr Daniel Asher Weiss and Andrew Taylor) be and is hereby removed as a director of the Company with effect on and from the end of the general meeting of Webjet Group Limited at which this resolution is passed.
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Notes
If it is necessary for Webjet to give further updates on the arrangements for the Meeting, we will inform you through the ASX Market Announcements Platform and our investor website (Webjet Group Investor Centre).
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 welcome to attend the Meeting in person, we encourage all Shareholders to vote by proxy ahead of the Meeting by following the instructions set out in this Notice of Meeting and the enclosed proxy form.
Participating in the Meeting – voting through the virtual platform
By participating in the Meeting online, Shareholders and proxyholders will be able to:
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hear from representatives of the Company and view the Meeting presentations;
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submit questions at the appropriate time whilst the Meeting is in progress – the Chair will announce the appropriate time during the Meeting; and
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vote during the Meeting.
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the GM can do so by logging into the Automic Investor Portal and following the instructions below.
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Open your internet browser and go to investor.automic.com.au .
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Login using your username and password. If you do not already have an account, click “ Register ” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.
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After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “ Register” . Alternatively, select Meetings from the left-hand menu.
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Click on “ Join Meeting ” and follow the prompts.
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When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the righthand side of your screen.
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Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.
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Follow the prompts to record your voting direction for each resolution and click “ Submit votes ”. For allocated votes, the number of votes submitted must not exceed your remaining available units.
Important : Votes cannot be amended once submitted.
Shareholders who are unable to vote at the Meeting may appoint a proxy to vote on their behalf – see ‘Proxy Forms and Voting’ information below.
Proxyholders:
Please contact Automic Investor Services on 1300 288 664 (Within Australia) and +61 2 9698 5414 (Overseas) prior to the Meeting or email us at [email protected].
Further information regarding participating in the Meeting online, including browser requirements, is detailed in the Virtual Meeting Guide available at: https://www.automicgroup.com.au/virtual-agms.
The Company’s decision to conduct voting at the Meeting in this way is supported by the Company’s constitution which provides that the Chair may determine the manner in which a poll at a general meeting of the Company will be taken. The constitution of the Company also allows for a general meeting to be held in two or more places, using technology to facilitate it.
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Technical difficulties
Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chair 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 Chair considers it appropriate, the Chair 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.
Proxy forms and voting
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A Shareholder entitled to attend and vote at the Meeting has the right to appoint not more than two proxies to attend, speak and vote for that Shareholder.
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A proxy does not need to be a Shareholder of the Company.
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Where a Shareholder appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes the Shareholder is entitled to.
Appointing a proxy and submitting proxy votes prior to the Meeting
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Proxies may be appointed using the proxy form accompanying this Notice of Meeting ( Proxy Form ). Detailed instructions for appointing a proxy are provided on the Proxy Form.
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Proxy appointments and proxy votes (and any necessary supporting document) must be received by the Company no later than 2.30pm on Wednesday, 19 November 2025, which is 48 hours before the commencement of the Meeting . Proxies received after this deadline will not be effective for the scheduled meeting.
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Completed Proxy Forms (including proxy votes) may be lodged as follows:
Automic BY MAIL to: GPO Box 5193 Sydney NSW 2001 Automic IN PERSON Level 5, 126 Phillip Street Sydney NSW 2000 [email protected] BY EMAIL to:
Automic BY FACSIMILE to: (from within Australia) + 61 2 8583 3040 Use your computer or smartphone to appoint a proxy at ONLINE: https://investor.automic.com.au/#/loginsah or scan the QR code and following the instructions and information provided on the enclosed Proxy Form
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If a Proxy Form is signed on behalf of a Shareholder under a power of attorney, then either the original power of attorney, or a certified copy of it, must be lodged with the Proxy Form (before the deadline for the lodgement of proxies), unless the power of attorney has already been sighted by the Share Registry.
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A proxy may decide whether to vote on any item of business or other resolution put before the Meeting, except where the proxy is required by law or the Company's constitution to vote or abstain from voting in their capacity as proxy. If the proxy's appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy's appointment does
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not direct the proxy how to vote on an item of business or any other resolution before the Meeting, the proxy may vote as he or she thinks fit on that item or resolution.
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If a Shareholder appoints two proxies, neither is entitled to vote (as proxy for that Shareholder) on a show of hands at the Meeting if both proxies attend the Meeting. However, each can vote in respect of those voting rights the proxy represents if a poll is taken on an item of business.
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If the same person (such as the Chair of the Meeting) is appointed as proxy for two or more Shareholders and those Shareholders have specified different ways for the proxy to vote on an item of business, then the proxy is not entitled to vote (as proxy) on a show of hands on that item (noting that voting on the Resolutions stated in this Notice of Meeting will be by way of a poll and not a show of hands).
Appointment of corporate representatives and voting
A body corporate that is a Shareholder and entitled to attend and vote at the Meeting, or that has been appointed as proxy of a Shareholder entitled to attend and vote at the Meeting, may appoint an individual to act as its representative at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative must provide to the Company adequate evidence of his or her appointment, including any authority under which the appointment is signed, unless that evidence has previously been provided to the Share Registry.
Appointment of attorney and voting
A shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder’s behalf. An attorney need not be a shareholder of Webjet.
The power of attorney appointing the attorney must be duly executed and specify the name of each of the Shareholder, Webjet and the attorney, the Shareholder's address and also specify the meetings at which the appointment may be used. The appointment may be a standing one.
To be effective, the power of attorney must also be returned in the same manner, and by the same time, as outlined above for Proxy Forms.
Appointing the Chair of the Meeting as your proxy
The Proxy Form contains detailed instructions regarding completion of the Proxy Form in circumstances where a Shareholder wishes to appoint the Chair of the Meeting as its, his or her proxy. You should read those instructions carefully.
The Chair intends to exercise all available proxies by voting AGAINST all Resolutions stated in this Notice of Meeting.
If you do not wish the Chair of the Meeting to exercise the proxy in accordance with the Chair’s stated voting intentions on a Resolution, you should ensure that a box other than the 'Against' box is clearly marked against each of the Resolutions in the Proxy Form.
Voting by proxy holders
Under the Corporations Act:
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if proxy holders vote, they must vote all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair of the Meeting, who must vote the proxies as directed.
Proxy vote if appointment specifies way to vote
Section 250BB of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
- the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;
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if the proxy has two or more appointments that specify different ways to vote on a resolution – the proxy must not vote on a show of hands;
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if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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if the proxy is not the Chair of the meeting – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's shareholders; and
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the appointed proxy is not the Chair of the meeting; and
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at the meeting, a poll is duly demanded, or is otherwise required under section 250JA of the Corporations Act, on the resolution; and
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either of the following applies:
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the proxy is not recorded as attending the meeting; or
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the proxy does not vote on the resolution,
the Chair of the Meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.
All resolutions will be by poll
As required under section 250JA of the Corporations Act, all voting on each of the resolutions set out in this Notice of Meeting will be by a poll.
Attendance determination of voting entitlements
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, only those persons registered as the holders of Shares as at 7:00pm (Melbourne time) on Wednesday, 19 November 2025 will be able to vote at the Meeting and only on their shareholdings at that time.
Explanatory notes
Please read the enclosed Explanatory Statement for an explanation of the business of the Meeting.
No voting exclusions apply
No voting exclusions apply to any of the Resolutions stated in the Notice of Meeting, with all eligible Shareholders entitled to vote.
By order of the Board
Anshu Raghuvanshi Company Secretary Webjet Group Limited
Dated: 13 October 2025
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Explanatory Statement
This Explanatory Statement accompanies and forms part of the Notice of Meeting and has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Meeting. Among other things, this Explanatory Statement provides Shareholders with the information required to be provided to Shareholders by the Corporations Act and the ASX.
The purpose of this Explanatory Statement is to provide Shareholders with an explanation of the business of the Meeting and the resolutions to be considered at the Meeting as well as to assist Shareholders to determine how they wish to vote on each Resolution.
The Meeting will be held both in person for those Shareholders who wish to, and are able to attend physically, at Webjet’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 and virtually through Automic Investor Portal at investor.automic.com.au.
For those Shareholders who prefer to attend remotely, on Friday, 21 November 2025 at 2:30pm (Melbourne time) . Registration will open from 2:00 pm (Melbourne time) on that day.
Resolutions 1 and 2 Appointment of two new Directors and Resolution 3, removal of subsequently appointed Directors
On 22 September 2025, the Company received a notice of intention to put forward resolutions at a requisitioned general meeting of Webjet Group Limited (such notice, Section 249D Notice ) from Portfolio Services Pty Ltd, as bare trustee for Teldar Associates Pty Ltd as trustee for Portfolio Service Unit Trust ( Portfolio Services ). The Section 249D Notice was given under section 249D of the Corporations Act.
At the date the notice was received, Portfolio Services held 19,628,311 Shares representing voting power in the Company of approximately 5%.
The Section 249D Notice requires the Company to call and arrange to hold a general meeting of Shareholders to consider Resolutions 1 to 3 which are, respectively, for the appointment of Daniel Asher Weiss and Andrew Taylor as directors and for the removal of all Directors appointed after 22 December 2025 and prior to the commencement of the Meeting (other than Messrs Weiss and Taylor) appointed after 22 September 2025.
Section 249D of the Corporations Act provides that a company's directors must call and arrange to hold a general meeting of members (Shareholders) on the request of members with at least 5% of the vote that may be cast at the general meeting.
In accordance with the Corporations Act, the Directors have called the Meeting. However, the Board does not support the election of Messrs Weiss and Taylor to the Board as it considers that the Board already has the requisite skills, experience and knowledge and does not consider that they will add to those skills, experience and knowledge, including when compared to alternative candidates being considered by the Board for appointment to the Board . In this context, the Board notes that its previously announced search for additional directors with the specific skills and experience it believes will assist the Company to meet its strategic objectives has been put on hold pending the outcome of the Meeting.
The Board has significant concerns about the validity of Resolution 3, which seeks the removal of all Directors appointed after 22 September 2025 and prior to the Meeting. Despite these reservations, the Board is willing to put Resolution 3 to the Meeting as it does not intend to appoint additional Directors until after the conclusion of the Meeting. Note, none of the Directors currently in office are impacted by this Resolution.
Statement of Portfolio Services under section 249D of the Corporations Act
Section 249P of the Corporations Act permits shareholders who hold at least 5% of the Shares in aggregate or 100 shareholders the right to submit a statement for circulation to all shareholders regarding the proposed Resolutions and any other matter that may be properly considered at the Meeting ( Section 249P Statement ).
Portfolio Services has provided the Company with a Section 249P Statement, which is included in Appendix 1 to the Explanatory Statement. The Company considers that the Section 249P Statement is materially misleading in a number of respects and takes no responsibility whatsoever for its contents. Portfolio Services was invited to correct the misleading nature of the Section 249P Statement but has declined the opportunity to do so denying its misleading
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nature. The Board's response to the Section 249P Statement which includes an explanation of why the Company considers that it is materially misleading is set out in Appendix 2.
Recommendation of Directors
The Directors do not support any of the Resolutions and recommend that you VOTE AGAINST all of them for the reasons noted in the Chair's Letter, being:
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Governance and independence concerns: The Board has a considered matrix of skills as disclosed in Webjet’s 2025 Corporate Governance Statement and is satisfied the identified skills are well represented in the current Board.
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Potential Conflicts of Interest and Alignment Issues : The Board’s lack of confidence that the two nominees will be able to adequately manage any conflicts of interest.
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Risks to Board Stability and Company Performance: The risks to Board stability at this critical time during the Group’s transformation journey.
As noted above, the Chair of the Meeting intends to vote all available undirected proxies AGAINST each Resolution.
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Glossary
In this Notice and Explanatory Statement:
ASX means ASX Limited ACN 008 624 691 or, as the context requires, the Australian Securities Exchange, a financial market operated by it.
Board means the board of directors of the Company.
Chair means the chair of the Meeting.
Company or Webjet means Webjet Group Limited ABN 85 679 116 762.
Corporations Act means Corporations Act 2001 (Cth).
Directors mean the directors of the Company and Director means any one of them.
Explanatory Statement means this explanatory statement that accompanies, and is incorporated as part of, the Notice.
Meeting means the general meeting of the Company to be held as a hybrid meeting both in person for those Shareholders who wish to, and are able to attend physically, at Webjet’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 as well as virtually through the Automic Investor Portal via investor.automic.com.au on Friday, 21 November 2025 at 2:30pm (Melbourne time).
Notice or Notice of Meeting means this Notice of General Meeting and the accompanying Explanatory Statement.
Portfolio Services has the meaning given in the Explanatory Statement.
Resolution means a resolution set out in the Notice of Meeting.
Section 249D Notice has the meaning given in the Explanatory Statement.
Section 249P Statement has the meaning given in the Explanatory Statement and is set out in Appendix 1.
Share means a fully paid ordinary share in the Company.
Shareholder means a holder of at least one Share.
Share Registry means Automic Pty Ltd ABN 27 152 260 814.
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Appendix 1– Section 249P Statement
Note: Portfolio Services has given this Statement to the Company under section 249P of the Corporations Act for circulation to the shareholders. The Company and its Directors take no responsibility for the Statement. The Board considers the Statement is materially misleading in several respects. The Board's response to the Statement is given in Appendix 2.
" To our fellow shareholders of Webjet Group Limited,
Webjet is at a critical juncture.
The recently announced acquisition of the loss-making Locomote business is a clear warning sign that the Company is diverting the Board and management's time and attention away from addressing the very real challenges facing the Company's existing businesses and deploying capital into new ventures instead of returning that capital to shareholders.
The acquisition followed the announcement of the Company's underwhelming strategy on 19 March 2025, which saw the Company's share price drop 20% in the period following the announcement, and the subsequent selldown of shares held by many of the Company's then principal institutional shareholders.
The recent AGM confirmed our worst fears. Despite shareholder concerns, the Board has:
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Committed $17 million upfront (plus $6 million deferred) to acquire Locomote, a business the Company admits will be loss-making.
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Announced a token $25 million buyback calibrated to franking credits, not a genuine capital return.
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Implemented a remuneration framework rewarding 'total transaction value' growth at any cost over profitability, thereby incentivising scale at the expense of shareholder returns.
These decisions reflect a Board unwilling to listen to its shareholders, prepared to spend capital on highlyquestionable acquisitions, and incentivising growth without profitability.
As a result of the Locomote transaction and the potential for the Company to undertake further such acquisitions, we have serious concerns about the Board's ability to deploy and allocate capital responsibly and for the benefit of the shareholders.
At the date of this statement, the members of the Board collectively hold a total of 983,549 shares, representing 0.25% of the Company's issued capital, lacking any real "skin in the game".
We believe that the addition of new members to the Board with a strong proprietorial focus are urgently required to prevent dissipation of our remaining capital on new acquisitions and to protect shareholders' interests.
To this end, propose these key resolutions for your consideration at an upcoming meeting of the shareholders:
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(i) the nomination of highly qualified directors, Daniel Asher Weiss and Andrew Taylor, to the Board; and
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(ii) the removal of each person appointed by the current Board as a director of the Company on or after 22 September 2025 and prior to the general meeting of the Company shareholders at which these resolutions are considered.
Resolution 1: Election of Mr Weiss as a Director
We propose the election of Mr Weiss to the Board.
Mr Weiss is Chief Investment Officer of Ariadne Australia Limited (ASX: ARA), where he has led investment strategy and capital allocation for a portfolio over $200 million in investments and chairs the Investment Committee. Representing a substantial Webjet shareholder, he will bring a proprietorial mindset to the Board. His 20+ years of experience includes:
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Managing diversified portfolios through multiple market cycles with proven value creation.
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Direct ASX board experience.
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Expertise in technology, digital platforms and growth company investments directly relevant to Webjet's strategic challenges.
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A track record in turnaround investments and capital allocation discipline.
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Professional qualifications (BCom, LLB) and MAICD membership demonstrating governance capability.
Resolution 2: Election of Mr Taylor as a Director
We propose the election of Mr Taylor to the Board of the Company.
Mr Taylor has 20+ years leadership in the travel and aviation industries, including senior roles at Qantas Airways Ltd (ASX: QAN) and Myer Holdings (ASX: MYR) where he delivered transformational results:
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Led Qantas' loyalty strategy increasing EBIT from $341m to $511m, representing a 50% increase.
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Grew Qantas' 'Hotels & Holidays' business from $350m to $1.2b in total transaction value, representing 243% in growth.
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Executed over $3bn in capital management initiatives delivering 24% EPS accretion.
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Created Qantas' 'Financial Framework' underpinning Qantas' investment grade credit rating.
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Delivered total shareholder returns of greater than 300% during Mr Taylor's 3-year period at Qantas.
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Served as Chief Transformation Officer at Myer, driving cost savings and operational reform.
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CFA and CA qualifications with proven M&A execution capability.
Resolution 3: Removal of Directors Appointed After Section 249D Noice
We propose that any person appointed to the Board of the Company on or after 22 September 2025, and prior to the commencement of the meeting at which these resolutions are considered by the members of the Company (excluding Mr Weiss and Mr Taylor), be removed as a director of the Company, effective immediately.
Our Vision for a Stronger Webjet
To navigate the evolving global travel market, provide a proprietorial perspective and ensure robust capital discipline, we believe the addition of Daniel Asher Weiss, and Andrew Taylor, both highly credentialed nominees, is essential. Their expertise will be invaluable in guiding Webjet's next phase of growth and in ensuring that the interests of all shareholders are paramount.
By voting in favour of these resolutions, you will send a clear message to the Board that you support:
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Enhanced Board Expertise: Appointing new directors with critical and diverse skill sets.
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Disciplined Capital Management: Ensuring that capital is managed effectively and deployed towards fixing the Company's core business, with surplus funds being returned to shareholders
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Maximising Shareholder Value: A clear focus on delivering tangible returns to investors.
Until this requisitioned meeting has been held and the results known, we consider the current Board as acting in caretaker mode and it should refrain from undertaking any further significant transactions outside of the ordinary course of day-to-day core business operations of the Company.
We are confident that with a refreshed board, Webjet can continue to thrive and deliver superior returns for all shareholders. We urge you to vote FOR these important resolutions."
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Appendix 2– Board's Response to Section 249P Statement
While the Board and the Company do not accept responsibility for the contents of the Section 249P Statement, the Board’s response is set out below.
Dear Fellow Shareholders,
The Board of Webjet Group Limited ( Company ) appreciates the opportunity to respond to the recent statements and proposals made by Portfolio Services. We recognise that the Company is at a pivotal moment and take seriously our responsibility to act in the best interests of all shareholders. While we respect differing views, we firmly disagree with the assertions in the Section 249P Statement. We remain confident that our current strategy, recent acquisition, and capital management decisions position the Company for sustainable long-term growth and value creation.
This response addresses:
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(a) the Company’s long-term strategic plan and rationale;
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(b) the strategic and financial merits of the Locomote acquisition;
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(c) our disciplined approach to capital management, including the share buy-back program; and
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(d) our commitment to profitable growth, strong governance, and shareholder alignment.
We believe the facts demonstrate that the Board is listening to shareholder feedback and acting prudently to enhance value.
In Summary
Strategic Plan on Track
Our five-year plan aims to double Total Transaction Value (TTV) by FY30 through international flights growth, growth of ancillaries including Hotels & Packages, expansion of our total addressable market through a dedicated business travel platform, refreshed brand and marketing together with a loyalty program — all supported by a robust balance sheet. Work is progressing at pace under these clearly defined pillars.
Acquisition Adds Value
The Locomote acquisition accelerates entry into corporate travel by approximately three years and at a lower cost than building internally. It delivers a ready-to-use platform and expert team expected to drive significant growth in bookings and earnings by FY30.
Focused on Shareholder Returns
The Board has announced a $25 million share buy-back, representing ~7% of market capitalization, with the intention to commence following the release of the 1H 2026 results on 19 November 2025. It intends to return additional capital via fully franked special dividends. This balances capital return with flexibility to invest in growth, optimising franking credits and shareholder value.
Clear Strategy Driving Long-Term Shareholder Value
Five-Year Strategic Plan (FY25–FY30)
Earlier this year, management presented a comprehensive five-year roadmap to address challenges and capture growth opportunities. This followed a rigorous review and aims to double TTV to around $3.2 billion by FY30. Four core initiatives underpin the strategy, leveraging our balance sheet and brand position to strengthen and expand our business. These are not diversions from our core operations but rather a framework that strengthens and expands them.
Market Reception and Refinement
The conservative near-term outlook for the business, while disappointing to some, was a deliberate choice by the Board and management to ensure we prioritise sustainable long-term growth over short-term profit spikes.
Progress on Initiatives
Since the strategy update, we have advanced each pillar:
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The Locomote acquisition accelerates our tailored business travel offering.
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Work is underway on the brand refresh and loyalty program, with $6 million earmarked in FY26 for a brand relaunch and marketing investments.
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Expansion of Hotels & Packages inventory and international flight market share is in progress.
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An operational excellence program, including AI-driven technology investments, is driving efficiency.
These efforts are aimed at reinvigorating our core Webjet OTA (Online Travel Agency) consumer business and capturing more of our customers' 'travel wallet' through cross-selling and improved loyalty engagement.
Maintaining Core Business Focus
Crucially, pursuing these growth initiatives has not come at the expense of our existing businesses' health. This balance demonstrates Board and management discipline; we are not sacrificing the present for the future but rather making targeted investments to ensure the Company’s long-term success.
Key Strategic Initiatives and Shareholder Impact
| Initiative | Impact |
|---|---|
| Expand International Flights Market | Broader reach into global travel demand, higher TTV, revenue growth and |
| Share | profitability. |
| Expand Hotels & Packages Offering | Diversified revenue streams, improved margins, and higher customer spend. |
| Launch Tailored Business Travel Offering |
Accelerated growth, earlier market entry, and new revenue streams. |
| Brand Refresh & Loyalty Program | Stronger brand equity, higher retention, and reduced customer acquisition costs. |
| Operational Excellence | Scalable growth and efficiency gains. |
These initiatives form a cohesive plan to expand core offerings while entering high-value adjacent markets. The Board firmly believes this strategy is the right path to maximise shareholder value. We are encouraged by positive feedback from many investors who see the long-term merits of this plan.
Locomote Acquisition: Strategic Rationale and Benefits
The Section 249P Statement criticises the Locomote acquisition as diverting management and capital. We strongly disagree. This acquisition is central to our strategy and is a strategic investment that squarely aligns with our growth plan and was executed with careful due diligence and a disciplined approach to valuation. We are confident it will enhance, not hinder, shareholder value over the medium and long term.
Alignment with Strategy
Locomote aligns with a core pillar of the FY30 plan: a tailored business travel offering. This market is underserviced, particularly for small to mid-sized corporate clients. Locomote directly advances this priority without diverting focus from our core OTA.
Accelerated Time-to-Market
Locomote’s fully developed platform allows entry to the business travel sector approximately three years ahead of an in-house build, reducing risk and cost and at a reduced risk and overall cost. There is also the added benefit of the capital earmarked for organic development being available to be redeployed more efficiently through this acquisition.
Scope and Synergies
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Existing corporate client base with ~$70m TTV in FY25.
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Modern, scalable platform with mid-office systems and AI roadmaps.
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Experienced team, including co-founder and CEO, remaining onboard.
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Dedicated corporate solution, allowing parallel growth of leisure and business travel divisions.
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Financial Discipline
The acquisition involved a $17 million payment upfront and up to $6 million in deferred earn-out, performancebased consideration. The outlay was modest relative to cash reserves and market capitalisation, funded via cash on balance sheet. Near-term EBITDA impact (~$0.6–$0.9 million) is minor and outweighed by longer-term growth potential.
Investor reaction to the acquisition was positive. Independent observers have recognised the strategic benefits, noting enhanced growth prospects and long-term earnings potential.
Management Bandwidth
Locomote operates as a self-contained unit, with dedicated leadership and integration teams. This structure preserves focus on core operations while delivering growth in corporate travel.
Conclusion
The acquisition is a disciplined, strategic investment that accelerates growth, expands capabilities, and aligns with our FY30 vision.
Rather than a misuse of capital, this is the kind of targeted investment that creates long-term value – by tapping into a new profit pool and broadening our service offering. We are confident this will enhance shareholder returns in the coming years.
We have no intention of engaging in growth for growth’s sake; every move is measured against its ability to drive sustainable shareholder returns. Locomote is expected to contribute materially to our TTV and EBITDA growth by FY30, and we will closely track its performance to ensure it meets our return-on-investment thresholds.
Disciplined Capital Management and Shareholder Returns
Another concern raised in the Section 249P Statement is that the Company is 'deploying capital into new ventures instead of returning that capital to shareholders', citing our recent capital return initiatives as insufficient or token. The Board believes in balanced capital allocation: investing for growth while returning surplus capital to shareholders.
$25 million Share Buy-Back
On 22 August 2025, the Board announced its intention to undertake an on-market share buy-back of up to $25 million of our shares, to be executed over 12 months. At the time of announcement, this represented approximately ~7% of the Company’s market capitalisation, a meaningful return of capital. The scale of the buy-back was deliberately calibrated based on careful analysis of our balance sheet and tax considerations, not due to a lack of willingness to return more.
Specifically, the Board took into account:
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Our Franking credit and share capital account balance, which together constrain how much capital can be returned efficiently. As detailed in our announcement, any buy-back amount materially above ~$27 million (the level of our contributed share capital) could have caused a franking account deficit and a resultant tax liability for the Company. In other words, going larger than $25 million would lead to that part of the distribution being debited to an account other than share capital and causing a franking debit for the Company. Upon demerger from Web Travel Group on 30 September 2024, Webjet Group Limited and its Australian subsidiary entities started with a nil franking account balance. The Company modelled out the forecast franking credits likely to be made in the ordinary course up to 31 March 2026, together with a forecasted dividend and/or special dividend above our communicated dividend payout ratio,and considered a capital management strategy materially more than $25m could give rise to a franking deficit tax liability. The Board evaluated all factors and chose $25 million, far from being arbitrary or 'token'.
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By keeping the buy-back within the limit of our existing capital and franking credit capacity, we preserve our ability to pay fully franked dividends going forward. In fact, we explicitly communicated that the Company intends to maximise the distribution of franking credits as they become available, potentially via special dividends above our targeted 40-60% payout ratio. We also affirmed our aim to declare an interim dividend for FY26 (expected in November 2025). This shows a holistic approach to capital return – using a buy-back to retire shares (and boost EPS) and also planning to resume dividends, thereby giving cash back to shareholders in a tax-efficient manner.
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Regulatory and timing considerations: An on-market buy-back was chosen (over, say, a pro-rata capital return or off-market buy-back) because it did not require protracted regulatory approvals (no tax ruling needed) and can be executed flexibly depending on market conditions. We can accelerate or slow the buy-back based on
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share price levels and other investment needs, giving us agility. This method was deemed superior to a one-off dividend from a timing perspective, and to ensure equal treatment of shareholders.
Future Capital Returns
The Board has signaled that any surplus capital beyond our business investment needs will be returned to shareholders. As noted, we are prepared to pay special dividends on top of our normal payout ratio when feasible.
It is important to balance that policy with ensuring we retain sufficient flexibility for growth. Even after the Locomote acquisition and the ongoing buy-back, the Company maintains a healthy net cash position and the capacity to fund internal initiatives (like the brand relaunch and technology investments) from operating cashflows. We have also preserved some capacity for value-accretive opportunities that may arise. However, to directly address a concern – there is no plan for further major acquisitions at this time. We felt Locomote was a unique strategic fit. We are confident that we have struck the right balance: investing sufficient capital to fix and grow the business (addressing 'the Company’s existing challenges' as the Section 249P Statement puts it) while also returning capital that is genuinely surplus to those needs.
Our actions reflect shareholder feedback: we have delivered a meaningful buy-back and signaled further returns, balancing reinvestment with returns.
Commitment to Profitable Growth and Strong Governance
The Section 249P Statement raises broader issues about our approach to growth and governance – implying that the Board is incentivising growth 'at any cost' over profitability, and that the Board lacks sufficient 'skin in the game' or alignment with shareholders
Balanced Growth
It is not accurate to say the Board is rewarding management solely for scale (such as TTV growth) without regard to profits. Growth is measured alongside profitability. Although details of the FY25 executive incentive plan are beyond the scope of this letter, shareholders can be assured that financial metrics such as EBITDA and NPAT, and relative total shareholder return (TSR), are key components of our CEO’s and leadership team's scorecard, alongside strategic metrics (which include TTV growth targets). The rationale for including TTV is that it's a leading indicator of market share and revenue potential in the online travel industry. For example, if TTV was to grow but margins collapsed, the incentive outcomes would not reward that; our plans require underlying profitability to be maintained or improved in tandem. The Board is very mindful of the dangers of 'growth at any cost' and has not set any incentives that would encourage reckless expansion or value-destructive acquisitions just to boost volume. On the contrary, management's mandate is to grow wisely – to scale the business while improving efficiency and maintaining margin discipline.
Board Alignment
Board ownership is modest (~0.25%) – partly a function of the Company's recent demerger and reconstitution, and also reflective of personal circumstances (some directors have only been on the Board for a short time and may have been restricted from buying shares during extended closed periods around the demerger and subsequent strategic announcements). However, directors are committed to building holdings and act with a proprietary mindset. Executive remuneration is heavily equity-based, aligning management with shareholder value creation. Every director and executive is acutely aware that their personal and professional reputation is tied to the Company’s success. They have what could be called 'skin in the game' in the form of their fiduciary duty and accountability to shareholders. We disagree that the Board lacks an owner’s mindset. To underscore our alignment: the Board and management collectively want what shareholders want – a higher share price, growing dividends and a thriving company.
Board Composition
Portfolio Services’ proposed changes would disrupt momentum. Continuity is critical to executing our multi-year strategy. We remain open to Board enhancements through succession planning, but believe current composition is appropriate.
Caretaker Mode
Portfolio Services states the Board should act in 'caretaker mode' and refrain from significant decisions pending the outcome of the Meeting. The proposition is both wrong in principle and inconsistent with settled commentary and caselaw, as well as decisions of the Takeovers Panel. We disagree with any notion that the Board should halt value-creating actions simply because of receipt of Portfolio Services Meeting request and we consider it quite misleading for Portfolio Services to have suggested that we are subject to that obligation. We have legal and moral obligations to continue running the Company in the best interests of shareholders as a whole, every day. Being responsive to shareholder concerns does not mean we abdicate our responsibility to make timely decisions. We
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will of course comply with all governance and disclosure requirements in responding to the requisition and convening any necessary shareholder meeting, but until then, we will not put the business on hold. Our duty is to act daily in all shareholders’ interests while respecting governance and disclosure obligations.
Conclusion and Recommendation
Your Board has navigated through a challenging period and are now firmly focused on rebuilding momentum in the Company. We believe the strategy will build for a stronger, more valuable Webjet Group in the years ahead. Targeted investments like Locomote will accelerate that strategy. Further, a prudent approach to capital returns and dividends will reward shareholders while retaining sufficient funding for growth.
We reject the notion that the Board's decisions reflect an unwillingness to listen or a disregard for shareholder returns. On the contrary, every major decision in recent times – from the five-year plan to the Locomote acquisition, to the buy-back and dividend plans – has been driven by our determination to maximise long-term shareholder value. We firmly believe that Portfolio Services' proposed resolutions are not in the best interests of shareholders. Any distraction mid-course would compromise the execution of our strategy at the exact moment it’s starting to bear fruit.
The current Board possesses the right mix of experience, vision, and shareholder focus to guide the Company through this juncture. We are unified in our proprietary mindset. We are committed to accountability: should the strategy or any investment not deliver as expected, we will adjust and course-correct swiftly. That said, we are encouraged by early indicators (e.g. improving operational metrics, positive customer response to upcoming product enhancements) that we are on the right path.
In closing, the Board urges shareholders to support the current strategy and governance of the Company. We ask that you VOTE AGAINST the proposed resolutions as we do not see them as necessary or beneficial at this time.
Your Board remains fully accountable to you, the shareholders. We are confident that with your support, we can navigate the evolving global travel market, execute on the initiatives we have set forth, and drive a turnaround that benefits all shareholders.
Thank you for your trust and continued investment in Webjet Group Limited. We believe in the future of the Company and are excited to deliver on the vision we have laid out – a vision that will see Webjet grow in new segments, strengthen its core, and deliver value to those who own it.
Yours sincerely,
The Board of Directors Webjet Group Limited
13 October 2025
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Webjet Group Limited | ABN 85 679 116 762
Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.
Your proxy voting instruction must be received by 2:30pm (AEDT) on Wednesday, 19 November 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address : Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
Lodging your Proxy Voting Form:
Online:
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.
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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/
PHONE:
1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Webjet Group Limited, to be held virtually at 2:30pm (AEDT) on Friday, 21 November 2025 and physically at Webjet corporate offices, Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 and virtually via the Automic investor portal hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof..
The Chair intends to vote undirected proxies against all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
VIRTUAL PARTICIPATION AT THE MEETING:
The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.
To access the virtual meeting:
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Open your internet browser and go to investor.automic.com.au
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Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.
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STEP 2 – Your voting direction
Recommendation
The Directors of WJL unanimously recommend
that you vote AGAINST all three resolutions.
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1 Election of Director – Daniel Asher Weiss
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2 Election of Director – Andrew Taylor
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3 Removal of Directors Appointed After Section 249D Notice
| Against | Against | Abstain | For | ||
|---|---|---|---|---|---|
| X | |||||
The Chair of the Meeting intends to vote undirected proxies AGAINST each item of business.
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
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| Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name Email Address Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible). |
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| Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name |
Securityholder 2 | Securityholder 3 Director / Company Secretary |
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| Director | ||||||||||||||||||||||||||||||||
| Email Address | ||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) / / of your communications despatched by the Company electronically (where legally permissible). |
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| By providing your email address, you elect to receive all |
All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: WJL Email: [email protected]
All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: WJL Email: [email protected]
13 October 2025
General Meeting of Shareholders
Dear Shareholder
Webjet Group Limited ACN 679 116 762 (ASX: WJL ) or ( Company or Webjet) advises the General Meeting ( Meeting ) will be held on Friday, 21 November 2025 at 2:30pm (Melbourne time). The Meeting will be held as a hybrid meeting , whereby shareholders can attend in person at Webjet’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, 3004 or virtually via the Automic Investor Portal by following the instructions contained in this Notice of Meeting.
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://www.webjetgroup.com/ or the Company’s ASX market announcements platform at www.asx.com.au (ASX: WJL ).
In accordance with sections 110C -110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021(Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
| Online scan the QR code below using your smartphone |
Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: 1. Login to the Automic website using the holding details as shown on the Proxy Form. 2. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. |
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For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services ( Automic ) at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting by mail addressed to the Company Secretary, Webjet Group Limited, Level 2, 509 St Kilda Road, Melbourne VIC 3004 and telephone on [+61 3 9828 9500].
Copies of all Meeting related material including the Notice are available to download from the Company’s website and the Company’s ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.
Authorised for ASX release by the Company Secretary.