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Dear Shareholder,

As announced on February 26 2003, Webjet proposes to strengthen its strategic relationship with Galileo Group Inc by entering into a series of arrangements with Galileo and its subsidiaries that will result in Galileo increasing its shareholding in the Company from its current 4% to between 15-20% and also in the two companies working together to develop a new internet booking engine to enhance on-line travel booking.

Webjet also intends to raise further funds by way of placements to institutional and private investors, the directors of the Company in their personal capacity subscribing for additional shares and by way of an offer to subscribe to be made to existing shareholders in the Company pursuant to a share purchase plan. The additional funds will be used by the Company to develop the new internet booking engine and also to accelerate the development of the business.

Certain aspects of the proposed arrangements require shareholder approval and the Board has therefore decided to call a meeting of Webjet's shareholders to be held on 28 April 2003 to approve the proposals detailed in the attached Notice of General Meeting and Explanatory Statement.

Your directors, consider that the proposals are in the best interests of the shareholders for the reasons set out in the attached Explanatory Statement, including:

(1) they will provide the necessary funding for the development of an improved internet booking engine for use by the Company and Galileo;

(2) they will strengthen the existing strategic partnership with Galileo Inc and the Cedant Group who are a major distributor of travel services world-wide;

The proposals that will be put to shareholders at the meeting are set out in the attached Notice of Meeting and Explanatory Memorandum and include the issue of up to $1.8M worth of ordinary shares to Galileo and the raising of an additional $1.8M in capital by way of placements to institutional and private investors, the directors of the Company in their personal capacity subscribing for additional shares and to existing shareholders of the Company pursuant to a share purchase plan.

You are urged to carefully consider all of this material, determine how you wish to vote and cast your vote accordingly

Recommendation

Your directors recommend approval of the proposals and encourage eligible shareholders to vote in favour of the resolutions set out in the accompanying notice of general meeting. If you cannot attend the general meeting, you are strongly urged to complete the proxy form and return it (see proxy form for details) as soon as possible and in any event by 11.00 am on 24 April 2003.

Yours sincerely
WEBJET LIMITED


David Clarke
Managing Director

THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
If you are in doubt about how to deal with it, please consult
your financial or other professional adviser.

WEBJET LIMITED
ACN 002 013 612

EXPLANATORY STATEMENT
and
NOTICE OF GENERAL MEETING

Date: 28 April 2003
Time: 11.00 am
Location: Level 5, 492 St Kilda Road Melbourne 3004

EXPLANATORY STATEMENT

1. INTRODUCTION

The general meeting referred to in the accompanying notice of meeting is being held so Webjet's shareholders may consider the resolutions set out in the notice of meeting in accordance with listing rule 7.1 of the Australian Stock Exchange Limited (ASX). If the resolutions are approved Webjet can proceed with the proposals contemplated in this explanatory statement without contravening the ASX Listing Rules.

2. THE PROPOSALS

2.1 Issue of shares to Galileo

Pursuant to a Subscription Agreement between the Company and GIW Holdings CV, the Company be authorised to issue the following to GIW Holdings CV:

(a) 16,000,000 ordinary shares at a price of $0.05 per share, representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003;

(b) 200,000 debentures at a price per debenture of $1.00 AUD such debentures to be convertible into ordinary shares at a price per share equal to the prevailing share price as at the date of conversion which is the earlier of the election of GIW Holdings CV or five years from the date of issue; and

(c) $800,000 AUD worth of ordinary shares to be issued in three separate tranches on dates to be determined by reference to the completion of certain milestones set out in an Internet Booking Engine Development Agreement between the Company and Galileo International Technology L.L.C. The shares will be issued at a price per share to be between 10-20% below the volume weighted average share price at which shares in the Company have traded during the preceding 20 days prior to the date of issue.

2.2 The Placement

The Company be authorised to issue up to 36,000,000 ordinary shares at a price per share of $0.05 representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003 to institutional and professional investors pursuant to section 708 of the Corporations Act

2.3 Issue to Directors

The Company be authorised to issue up to 2,000,000 ordinary shares at a price per share of $0.05 representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003 to the directors of the Company in their personal capacity.

3. BACKGROUND AND REASONS FOR THE PROPOSALS

In an announcement to Australian Stock Exchange Limited ("ASX") on 26 February 2003 Webjet advised that it had entered into a series of agreements with the Galileo Group Inc. The principal agreements were:

(a) Subscription Agreement with GIW Holdings CV (the "Subscription Agreement");

(b) Internet Booking Engine Development Agreement with Galileo International Technology L.L.C (the "Development Agreement"); and

(c) Software Licence Agreement with Galileo International Technology L.L.C (the "Software Licence")

The three agreements facilitate the development of a new internet booking engine (the "Software") for use by Galileo and Webjet. The new Software is designed to:

(a) Enhance Webjet's ability to strategically market its products.

(b) Offer travellers a significantly improved booking interface with increased reservation capacity and multiple functionality.

(c) Allow Webjet access to certain Galileo related companies including Avis, Budget, Best Western Hotels and RCI time share.

(d) Establish Webjet as the launch partner in Australia for the Galileo Global Trip.com business offering cross referral of business and products.

The Software to be developed by Webjet (with assistance from Microsoft) is expected will be markedly better than existing industry standard software and, upon completion, will represent a significant development in the on-line travel booking industry.

Under the Development Agreement Webjet, will be responsible for developing the Software for Galileo in accordance with specifications agreed between Webjet and Galileo. The Software will be delivered to Galileo in certain stages that are linked in with the further subscriptions to be made by GIW Holdings CV under the Subscription Agreement. The precise dates of the stages have not yet been set but it is expected that the Software will be completed within 12 months after the date of the General Meeting.

Galileo will own the intellectual property rights in the Software. However, under the proposed arrangements Galileo will licence the Software to Webjet under the Software Licence. The Software Licence is perpetual, royalty free and on terms allowing Webjet the freedom to utilise the Software throughout its operations, subject to certain very limited restrictions including that Webjet not make the Software available to any competitor of the Galileo Inc.

The Agreements have been structured so that the funding for the development of the Software by Webjet under the Development Agreement will be provided by way of the subscription by GIW Holdings CV (an entity controlled by Galileo Inc Group) under the Subscription Agreement.

Under the Subscription Agreement, GIW Holdings has agreed to subscribe up to $1.8m for ordinary shares in the Company. The subscription is conditional on Webjet's shareholders approving the issue of the ordinary shares to GIW Holdings CV and on Webjet securing subscriptions for a further $1.8m from institutional investors and clients of Intersuisse Limited and under the Company's share purchase plan.

The first tranche of $1m (comprising $0.8m in ordinary shares and $0.2m in convertible debentures) must be subscribed for by Galileo immediately following approval of the issue by Webjet's shareholders and in any event must be issued no later than three months after the date of the meeting. There are three subsequent tranches of $0.1m, $0.1m and $0.6m respectively, that are subject to completion of certain milestones by Webjet under the Development Agreement. The agreed milestones will be defined in detail in the specifications being prepared for the development of the Software but it has been agreed they will be as follows:

• Second Tranche - upon completion of a detailed project development plan and approval thereof by Galileo
• Third Tranche - the beginning of the testing phase of the software
• Fourth Tranche - deployment of the software in a production environment

The relevant dates of issue for the three subsequent tranches of shares have not yet been set because they are dependant on the achievement of the above milestones, but it is envisaged that the issues will all have occurred within 12 months after the date of the General Meeting.

The subscription by GIW Holdings CV is conditional upon Webjet securing a further $1.8m in funding to assist with the development of the Software. Webjet is required to secure the funding on a dollar for dollar basis in line with the Galileo subscriptions. This means that it must raise $1m in time for the first tranche and then $0.1m, $0.1m and $0.6M respectively in time for the subsequent tranches. The Company intends to do this by way of placements to institutional and private investors pursuant to section 708 of the Corporations Act (the "Placement").

Webjet intends to supplement the Placement by offering existing shareholders the opportunity to subscribe for shares of the Company under a Share Purchase Plan (the "Share Purchase Plan") that it is establishing in accordance with ASIC Class Order 02/831. Your directors will be personally participating in the Share Purchase Plan.

The Placement and the Share Purchase Plan will be managed by Intersuisse Corporate Pty Ltd. The SPP will also be underwritten by Intersuisse. Pursuant to the terms of the underwriting agreement, Intersuisse will be entitled to receive a fee of 6% of the total funds raised.

Depending on the take up by shareholders under the Share Purchase Plan, the directors of the Company - being David Clarke, John Lemish, Steven Scheuer, Alan Nahum, Dr Ben Lochtenberg and their related companies - may supplement the Placement by subscribing for up to $100,000 worth of ordinary shares (the "Issue to Directors") at the same issue price as will be payable under the Placement and the Share Purchase Plan. The funds raised will also be used to assist with the development of the Software and the general capital requirements of the Company.

The issue of shares pursuant to both the Placement and the Share Purchase Plan will take place within three months after the date of the General Meeting. The Issue to Directors (if any) will take place within one month of the date of the meeting

The issue of ordinary shares in the Company pursuant to the Subscription Agreement with GIW Holdings CV, the Placement and the Issue to Directors require the approval of the shareholders of the Company because it is likely that they will result in the Company exceeding the threshold in ASX listing rule 7.1. Under that rule a listed company must get the approval of its shareholders before it can issue securities, if the number of those securities plus the number of any securities issued in the previous 12 months is more than 15% of the number of issued securities at the start of that 12 month period, except where a specified exception in ASX Listing Rule 7.2 applies.

4. VOTING

Some shareholders may not be allowed to vote on the resolution. Please refer to the voting exclusion statement in the notice of meeting.

5. RECOMMENDATION

5.1 Your directors, recommend the Issue of ordinary shares to Galileo be approved and recommend that eligible shareholders vote in favour of resolution 1 set out in the accompanying notice of meeting.

5.2 Your directors recommend the Placement be approved and recommend that eligible shareholders vote in favour of resolution 2 set out in the accompanying notice of meeting.

5.3 Your directors have decided to refrain from a recommendation in relation to resolution 3 set out in the accompanying notice of meeting because they may be perceived as benefiting from the successful passing of the resolution and therefore potentially have a conflict of interest. .

5.4 If shareholders cannot attend the meeting they are urged to complete the proxy form and return it (see proxy form for details) as soon as possible and, in any event by 11.00am on 24 April 2003.

DATED 25 March 2003

WEBJET LIMITED
ACN 002 013 612

NOTICE OF GENERAL MEETING

A general meeting of the members of Webjet Limited (Webjet) will be held:

• on 28 April
• at 11.00 am at Level 5, 492 St Kilda Road Melbourne 3004.

BUSINESS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. Issue of shares to Galileo

Pursuant to a Subscription Agreement between the Company and GIW Holdings CV, the Company be authorised to issue the following to GIW Holdings CV:

(a) 16,000,000 ordinary shares at a price of $0.05 per share, representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003;

(b) 200,000 debentures at a price per debenture of $1.00 AUD such debentures to be convertible into ordinary shares at a price per share equal to the prevailing share price as at the date of conversion which is the earlier of the election of GIW Holdings CV or five years from the date of issue; and

(c) $800,000 AUD worth of ordinary shares to be issued in three separate tranches on dates to be determined by reference to the completion of certain milestones set out in an Internet Booking Engine Development Agreement between the Company and Galileo International Technology L.L.C. The shares will be issued at a price per share to be between 10-20% below the volume weighted average share price at which shares in the Company have traded during the preceding 20 days prior to the date of issue.

2. The Placement

The Company be authorised to issue up to 36,000,000 ordinary shares at a price per share of $0.05 representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003.to institutional and professional investors pursuant to section 708 of the Corporations Act.

3. Issue to Directors

The Company be authorised to issue up to 2,000,000 ordinary shares at a price per share of $0.05 representing an approximate 16% discount to the volume weighted average share price at which shares in the Company have traded during the 20 days prior to February 26, 2003 to the directors of the Company in their personal capacity.

VOTING:

In relation to the proposed resolutions , Webjet will disregard any votes cast by the following entities or persons and their associates:

Resolution 1 - Issue of Shares to Galileo

1) Southern Cross Distribution Systems Limited which is a subsidiary of Galileo that currently holds shares in Webjet. It is related to GIW Holdings CV by virtue of the fact that they are both controlled by Galileo Group Inc.; and

2) GIW Holdings CV

Resolution 2 - The Placement

1) Southern Cross Distribution Systems Limited which is a subsidiary of Galileo that currently holds shares in Webjet. It is related to GIW Holdings CV by virtue of the fact that they are both controlled by Galileo Group Inc.; and

2) GIW Holdings CV

3) Any person who is both a shareholder in Webjet and an institutional or sophisticated investor within the meaning of section 708 of the Corporations Act and who intends to subscribe for any shares by way of the Placement.

Resolution 3 - Issue to Directors

1) Southern Cross Distribution Systems Limited which is a subsidiary of Galileo that currently holds shares in Webjet. It is related to GIW Holdings CV by virtue of the fact that they are both controlled by Galileo Group Inc.; and

2) GIW Holdings CV

3) The directors of the Company

However, Webjet need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Webjet has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Webjet's shares quoted on Australian Stock Exchange Limited at 10.00 pm on 24 April 2003 will be taken, for the purposes of the general meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

DATED 25 March 2003

BY ORDER OF THE BOARD

Allan Nahum
Chairman