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WEBJET GROUP LIMITED — Major Shareholding Notification 2025
Sep 9, 2025
66065_rns_2025-09-09_544b9357-12ba-4e3a-bcbe-38e0ef8a440d.pdf
Major Shareholding Notification
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Market Announcements Office ASX Limited Level 50 South Tower, Rialto 525 Collins Street Melbourne VIC 3000
10 September 2025 Via ASX Online
Dear Sir/Madam
Notice of change of interests of substantial holder in relation to Webjet Group Limited
On behalf of BGH (as defined in the attached), please find attached a Form 604 (Notice of change of interests of substantial holder) in relation to Webjet Group Limited ACN 679 116 762 (ASX:WJL).
Yours sincerely
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Baden Furphy Partner Herbert Smith Freehills Kramer
+61 3 9288 1399 +61 417 526 585 [email protected]
Herbert Smith Freehills Kramer LLP and its affiliated and subsidiary businesses and firms, Herbert Smith Freehills Kramer (US) LLP and its affiliate, and Herbert Smith Freehills Kramer, an Australian Partnership, are separate member firms of the international legal practice known as Herbert Smith Freehills Kramer. We practise in Australia through Herbert Smith Freehills Kramer, an Australian Partnership (ABN 98 773 882 646).
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80 Collins Street Melbourne Vic 3000 Australia GPO Box 128 Melbourne Vic 3001 Australia
T +61 3 9288 1234 F +61 3 9288 1567 hsfkramer.com
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company/registered scheme/notified foreign passport fund Webjet Group Limited ( Webjet ) name ACN/ARSN/APFRN 679 116 762 NFPFRN (if applicable)
1. Details of substantial holder (1)
Oceania Equity Investments Pty Ltd (ACN 655 692 738) as trustee for Oceania Trust ( Oceania ), BGH Capital IIA Pty Ltd (ACN 653 091 859) in its capacity as trustee for BGH Capital Trust IIA, BGH Capital IIB Pty Ltd (ACN 653 094 181) in its Name capacity as trustee for BGH Capital Trust IIB, BGH Capital Offshore GP II Limited as general partner of BGH Capital Offshore II, LP (together, BGH Capital Fund II ) and BGH Capital Pty Ltd (ACN 617 386 982) in its capacity as manager or adviser to each of Oceania and the constituent entities of BGH Capital Fund II (BGH Capital Fund II and BGH Capital Pty Ltd together, BGH )
ACN/ARSN/APFRN (if applicable) NFPFRN (if applicable)
| There was a change in the interests of the substantial holder on The previous notice was given to the company, or the responsible entity for a registered scheme, or the operator of a notified foreign passport fund on The previous notice was dated |
See Annexure A |
|---|---|
| 26/06/2025 | |
| 26/06/2025 |
2. Previous and present voting power
The total number of votes attached to all the voting shares or interests in the company, scheme or fund that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company, scheme or fund, are as follows:
| Class of securities (4) | Previous notice | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Fully paid ordinary shares in Webjet (Shares) |
58,596,418 | 14.93% (based on 392,530,357 Shares on issue) |
67,126,865 | 17.10% (based on 392,530,357 Shares on issue) |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company, scheme or fund, since the substantial holder was last required to give a substantial holding notice to the company, scheme or fund are as follows:
| Date of Change |
Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| See Annexure A |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| Oceania and BGH |
Oceania (or, in relation to any unsettled purchases, the vendor of the Shares) |
Oceania |
Oceania has a relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth) as amended (Corporations Act) as Oceania is the registered holder of the Shares (or, in relation to any unsettled purchases, Oceania has a relevant interest under section 608(8) of the Corporations Act). BGH has a relevant interest under section 608(3) of the Corporations Act in the Shares in which Oceania has, or is deemed to have, a relevant interest. |
47,498,554 Shares |
47,498,554 |
| Portfolio Services Pty Ltd (ACN 010 565 670) as bare trustee for Teldar Associates Pty Ltd (ACN 678 410 621) as trustee for Portfolio Service Unit Trust (Portfolio Services) |
Portfolio Services | Oceania has a relevant interest under sections 608(1)(b) and (c) of the Corporations Act pursuant to the co-operation agreement with Portfolio Services dated 12 May 2025 attached as Annexure “A” to Oceania and BGH’s Form 603 dated 12 May 2025. BGH has a relevant interest under section 608(3) of the Corporations Act in the Shares in which Oceania has, or is deemed to have, a relevant interest. |
19,628,311 Shares | 19,628,311 |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting securities in the company, scheme or fund are as follows:
| Name and ACN/ARSN/APFRN (if applicable) and NFPFRN (if applicable) |
Nature of association |
|---|---|
| N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Oceania | Level 26, 101 Collins Street, Melbourne, Victoria 3000 |
| BGH | Level 26, 101 Collins Street, Melbourne, Victoria 3000 |
| Portfolio Services | Level 27, 2 ChifleySquare, Sydney, New South Wales 2000 |
Signature
| for and on behalf of | |
|---|---|
| print name HAROULA MORFIS capacity |
substantial holders |
| named in 1 above | |
| sign here date |
10/09/2025 |
| DIRECTIONS | |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, | |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members | |
| paragraph 6 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| of a company constitute one class unless divided into separate classes. | |
| divided by the total votes in the body corporate, scheme or fund multiplied by 100. |
-
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
-
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
-
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
-
(4) The voting shares of a company constitute one class unless divided into separate classes.
-
(5) The person’s votes divided by the total votes in the body corporate, scheme or fund multiplied by 100.
-
(6) Include details of:
-
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
-
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
-
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
-
(7) Details of the consideration must include any and all benefits, money or otherwise, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
-
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.
-
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure "A" to Form 604
This is Annexure "A" of 1 page referred to in the Form 604 signed by me and dated 10 September 2025.
Signature
| print name sign here |
HAROULA MORFIS Capacity for and on behalf of substantial holders named in 1 above |
|---|---|
| Date 10/09/2025 |
|
| Date of change | Person whose relevant interest changed |
Nature of change |
Consideration given in relation to change ($A) |
Class and number of securities affected |
|
|---|---|---|---|---|---|
| Person’s votes affected | |||||
| 29/08/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$64,884.76 | 72,458 Shares | 72,458 |
| 1/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$249,933.66 | 275,436 Shares | 275,436 |
| 2/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$76,492.33 | 84,115 Shares | 84,115 |
| 3/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$303,423.55 | 334,601 Shares | 334,601 |
| 4/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$176,773.66 | 194,869 Shares | 194,869 |
| 5/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$2,002,657.59 | 2,200,875 Shares | 2,200,875 |
| 8/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market purchases on ASX by Oceania |
$53,603.75 | 59,055 Shares | 59,055 |
| 9/09/2025 | Oceania and BGH |
Acquisition of relevant interest in Shares pursuant to on- market and crossing purchases on ASX byOceania |
$4,831,224.58 | 5,309,038 Shares | 5,309,038 |