This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Accordingly, except to the extent permitted by the Underwriting Agreement, the securities offered hereby may not be offered or sold within the United States of America and this short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States of America. See "Plan of Distribution". Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Senior Vice-President, Finance and Chief Financial Officer of WestJet Airlines Ltd., 5055 - 11th Street N.E., Calgary, Alberta, T2E 8N4, phone (403) 444-2600 or by accessing the disclosure documents available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) web site at www.sedar.com. For the purpose of the Province of Québec, this simplified prospectus contains information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the Senior Vice-President, Finance and Chief Financial Officer of WestJet Airlines Ltd. at the above-mentioned address and telephone number. New Issue October 7, 2003 SHORT FORM PROSPECTUS

WESTJET AIRLINES LTD.

$125,008,750 5,155,000 Common Shares ______

PRICE: $24.25 PER COMMON SHARE ______

The outstanding common shares (the "Common Shares") of WestJet Airlines Ltd. ("WestJet" or the "Corporation") are listed for trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "WJA". On September 22, 2003, the last trading day before the announcement of this Offering (as defined herein), the closing price of the Common Shares on the TSX was $25.05. On October 6, 2003, the closing price of the Common Shares was $24.85. The TSX has conditionally approved the listing of the Common Shares offered hereunder. Listing is subject to WestJet fulfilling all of the listing requirements of the TSX on or before December 23, 2003. The offering price of the Common Shares was determined by negotiation between WestJet and CIBC World Markets Inc., RBC Dominion Securities Inc., Raymond James Ltd., Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., Canaccord Capital Corporation, Desjardins Securities Inc., Dlouhy Merchant Group Inc. and Octagon Capital Corporation (the "Underwriters"). Net Proceeds to Price Underwriters' Fee WestJet(1)

Per Common Share $ 24.25 $ 0.97 $ 23.28 Total $ 125,008,750 $ 5,000,350 $ 120,008,400 Notes: (1) Before deducting expenses of the issue estimated to be $300,000, which will be paid from the general funds of WestJet. (2) WestJet has granted to the Underwriters an option (the "Underwriters' Option") to purchase an additional 1,031,000 Common Shares on the same terms as set forth above exercisable prior to the date of closing, which additional Common Shares are qualified for distribution under this prospectus. If the Underwriters' Option is exercised in full, the total offering, the Underwriters' fee and the net proceeds to WestJet (before deducting expenses of the Offering) will be $150,010,500, $6,000,420 and $144,010,080, respectively. See "Plan of Distribution". The Underwriters, as principals, conditionally offer 5,155,000 Common Shares (the "Offering") for sale subject to prior sale if, as and when issued, sold and delivered by WestJet and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters on behalf of WestJet by Burnet, Duckworth & Palmer LLP, Calgary, Alberta, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP, Calgary, Alberta. The Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Subscriptions for Common Shares will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that definitive share certificates will be available for delivery at the closing of this Offering (the "Closing"), which is expected to occur on or about October 15, 2003, or such later date as WestJet and the Underwriters may agree, but in any event not later than November 19, 2003. TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE...... 2 WESTJET AIRLINES LTD...... 3 RECENT DEVELOPMENTS...... 3 CAPITALIZATION OF WESTJET ...... 6 USE OF PROCEEDS...... 6 PLAN OF DISTRIBUTION ...... 6 DETAILS OF THE OFFERING...... 7 ELIGIBILITY FOR INVESTMENT ...... 7 LEGAL MATTERS...... 8 AUDITORS, TRANSFER AGENT AND REGISTRAR ...... 8 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...... 8 CERTIFICATE OF WESTJET AIRLINES LTD...... 9 CERTIFICATE OF THE UNDERWRITERS ...... 10

All dollar amounts in this short form prospectus are Canadian dollars unless otherwise stated. 2

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of WestJet, filed with the various securities commissions or similar authorities in the provinces of Canada, are specifically incorporated by reference into and form an integral part of this short form prospectus:

1. The Renewal Annual Information Form of WestJet dated May 20, 2003;

2. The Information Circular - Proxy Statement of WestJet dated March 20, 2003 relating to the annual and special meeting of shareholders held on April 30, 2003, except the sections entitled "Executive Compensation – Report from the Compensation Committee of the Board", "Executive Compensation - Performance Graph" and "Corporate Governance";

3. The audited comparative consolidated financial statements and notes thereto of WestJet for the year ended December 31, 2002, together with the report of the auditors thereon;

4. Management's discussion and analysis of financial results for the year ended December 31, 2002;

5. The unaudited comparative consolidated financial statements of WestJet as at and for the three and six month periods ended June 30, 2003;

6. Management discussion and analysis of financial results for the three and six month periods ended June 30, 2003;

7. The material change report of WestJet dated July 2, 2003; and

8. The material change report of WestJet dated September 9, 2003.

Any document of the type referred to in the preceding paragraph (other than news releases) and any material change reports (excluding confidential reports) filed by WestJet with the securities commissions or similar authorities in the provinces of Canada subsequent to the date of this short form prospectus and prior to the termination of this distribution shall be deemed to be incorporated by reference in this short form prospectus.

Any statement contained in this short form prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it is made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus. 3

WESTJET AIRLINES LTD.

WestJet is a low cost, low fare airline based in Calgary, Alberta which provides scheduled passenger jet airline service and limited cargo services in Canada, as well as ad hoc and regular charter services on a contract basis with third parties. WestJet's route and flight scheduling is aimed at capturing both leisure and business travellers. WestJet currently operates 19 Boeing 737-200 series aircraft and 23 Boeing 737-700 series aircraft and offers approximately 1,500 scheduled flights per week serving 24 destinations in Canada. WestJet carried approximately 3.1 million guests during the six months ended June 30, 2003.

WestJet has three wholly-owned subsidiaries, WestJet Investment Corp., WestJet Operations Corp. and WestJet Aircraft Acquisition Corp. ("WAAC"), all of which are incorporated under the laws of the Province of Alberta, and an indirect wholly-owned Alberta partnership called WestJet (the "Partnership"). References to WestJet or the Corporation refer to WestJet Airlines Ltd. and its subsidiaries, including the Partnership, as a combined entity except where the context requires otherwise.

RECENT DEVELOPMENTS

Business of WestJet

Current Fleet

WestJet currently has a fleet of 19 Boeing 737-200 series aircraft with an average age of 25.4 years and 23 Boeing 737-700 series aircraft with an average age of 1.0 year, resulting in an average age of 12.0 years for the entire fleet. WestJet intends to retire its 737-200 fleet over the next five years and renew its fleet with Boeing 737-700 series aircraft, as discussed below.

Additional Aircraft

WestJet has a fleet renewal and fleet growth plan with commitments to purchase 19 additional Boeing 737-700 series aircraft (two of which are subject to financing approval as described below) in the years 2003 to 2006. WestJet also has purchase rights and lease options to acquire as many as 52 additional Boeing 737-700 series aircraft prior to the end of 2008.

WestJet will take delivery of two additional 737-700's during 2003. In 2004, WestJet will take delivery of eleven Boeing 737-700 series aircraft; nine of which were previously committed to on firm purchase arrangements and two of which are being acquired pursuant to the exercise of purchase rights.

In connection with the two remaining 737-700's to be delivered during 2003, WestJet has financing arrangements in place which are supported by loan guarantees from the Export Import Bank of the United States ("Ex-Im"). WestJet has also made application to Ex-Im to convert nine of fifteen outstanding Ex-Im preliminary commitments to final commitments, which WestJet anticipates will be approved prior to this fiscal year end.

The exercise of the purchase rights by WestJet for the two additional aircraft to be delivered in 2004 is subject to obtaining a Boeing Capital Corporation ("Boeing Capital") financing commitment on terms acceptable to WestJet. WestJet has submitted an amended application to Ex-Im for final commitments proposing inclusion of these additional two aircraft under loan guarantees in support of future financing arrangements, which would replace any Boeing Capital commitment.

Blended Winglet Technology

On May 30, 2003 WestJet signed an agreement (the "Winglet Agreement") with APB Winglets Company, LLC to purchase or cause to be purchased Blended Winglet Technology ("Winglets") for installation on its fleet of Boeing 737-700 series aircraft. Subject to the satisfaction of certain conditions, the Winglet Agreement provides for Winglets to be installed on 40 of WestJet's 737-700 series aircraft and includes a further obligation of WestJet to use reasonable best efforts to purchase or cause to be purchased Winglets for installation on future aircraft deliveries, up to an aggregate of 94 Winglet systems. Winglets are designed and intended to improve the aerodynamic performance and handling characteristics of the aircraft while boosting range and reducing fuel burn. Additional intended benefits of Winglets include reduced engine maintenance requirements, reduced emissions and quieter landings and take-offs. 4

Ontario Teachers Financing Agreement

On June 26, 2003 WestJet entered into an agreement with Ontario Teachers' Pension Plan Board ("Teachers") for the right to require Teachers to purchase up to $100,000,000 of Common Shares. Formal documentation with Teachers (the "Financing Agreement") was executed effective August 29, 2003. The Financing Agreement is effective for a period of one year from August 29, 2003 and gives WestJet the one-time right to require Teachers to purchase Common Shares at 94% of the weighted average trading price for Common Shares for the ten trading days prior to WestJet's notice of exercise to Teachers. The Financing Agreement is subject to several conditions, including that Teachers is not required to purchase Common Shares under the Financing Agreement which would cause their ownership to exceed 29.99% of the then outstanding Common Shares and a requirement that WestJet obtain all necessary regulatory approvals. WestJet has agreed to pay Teachers a standby fee of 1% per annum, payable quarterly, in advance, so long as WestJet has not exercised or cancelled its rights under the Financing Agreement.

Live Seatback Satellite Television

On July 8, 2003 WestJet, Live TV LLC ("Live TV") (which is a wholly-owned subsidiary of JetBlue Airways Corporation) and Bell ExpressVu Limited Partnership ("Bell ExpressVu") announced that WestJet guests will, in the future, be able to enjoy 24 channels of live Bell ExpressVu satellite programming in every seatback of WestJet's Boeing 737-700 series aircraft. The lease and service portions of the agreements with Live TV ("Live TV Agreements") will run until April 30, 2016, terminable thereafter on six months notice by either party. The Live TV Agreements provide for the purchase, installation and service by Live TV of the system on 94 aircraft with WestJet having the option to cancel the system on up to 54 aircraft (being the aircraft that are subject to WestJet's purchase rights and lease options). WestJet will have exclusive use on aircraft seatbacks of the Live TV system in Canada until July 2008. The Live TV Agreements provide that WestJet will purchase the in-seat entertainment equipment and monitors and lease from Live TV the satellite reception equipment. WestJet has also signed a letter of intent with Bell ExpressVu to provide satellite programming for the new service for which WestJet will pay a service fee. WestJet anticipates that the installation of this equipment will commence in the fourth quarter of 2003 and will be completed in the first half of 2004. WestJet and Bell ExpressVu will also jointly market and promote the service. The obligations of the parties under all of the above agreements are subject to regulatory approval and, in certain cases, the negotiation and execution of definitive documents among each of WestJet and Live TV with Bell ExpressVu.

Extension of Seat Pitch

On October 7, 2003, WestJet announced that it would be increasing the seat pitch, or distance between the rows of seats, on its Boeing 737-700 series aircraft from 31 inches to 32 inches. To accomplish this objective, WestJet will, commencing in the fourth quarter of 2003, remove four seats from each of its 737-700's.

Transat AT Charter Partnership

On August 20, 2003 WestJet and Transat Tours Canada Inc. ("Transat") executed an agreement (the "Transat Agreement") which allows Transat A.T. Inc. and its two main tour operators, World of Vacations and Air Transat Holidays, to charter a number of WestJet's Boeing 737-700 series aircraft and crews for charter travel to specific southern destinations from several Canadian cities. The Transat Agreement is for a period of two years, with Transat having the option to extend it by one year. The schedule for charter service for winter 2003 has been set by WestJet and Transat.

AIRMILES® Reward Miles

On June 25, 2003 WestJet and the Airmiles® Reward Program announced that effective June 26, 2003 WestJet guests can earn Airmiles Reward Miles when booking flights on the WestJet website. WestJet guests can earn one Reward Mile for every $20.00 spent making an online booking (excluding taxes and airport improvement fees).

Change in Board of Directors Composition

Prior to the April 30, 2003 annual and special shareholders meeting (the "Meeting"), Karen Daley, a nominee of PACT (WestJet's Pro-Active Communications Team) withdrew her name as a proposed member of the board of directors (the "Board") of WestJet. James Homeniuk was elected to the Board at the Meeting as a representative of PACT. On July 30, 2003, Allan Jackson an independent businessman resident in Calgary, Alberta, was appointed to the Board. On September 16, 2003, Brian 5

Gibson, Senior Vice-President Active Equities, Ontario Teachers' Pension Plan and a member of the Board since 1997, stepped down as a member of the Board. Mr. Gibson's departure from the Board is in compliance with Teachers limit on the length of time an employee may serve on a public company's board of directors.

People

As at August 31, 2003, WestJet employed a total of 3,684 people, which amounted to 3,258 full time equivalent employees.

Fuel

All of WestJet's fuel requirements are currently being purchased at spot prices. WestJet continually monitors its fuel hedging opportunities and will enter into hedging transactions when it is deemed appropriate.

Distribution Channels

Effective September 2003, WestJet completed an arrangement whereby its seat inventory would be displayed through Worldspan, a global distribution system for airline tickets.

The Commissioner of Competition v. Air Canada

On July 22, 2003, the Competition Tribunal (the "Tribunal") released its final reasons and findings for Phase 1 (the "Phase 1 Order") of The Commissioner of Competition v. Air Canada (the "Application"), concluding that from April 1, 2000 to March 5, 2001 (the date of the Application), Air Canada operated or increased capacity at fares that did not cover the avoidable costs of providing the service on the Toronto-Moncton/Moncton-Toronto route. The Tribunal's decision is subject to appeal to the Federal Court of Appeal. The Tribunal determined to act in "aid and recognition" of the terms of the stay order issued by Justice Farley under Air Canada's Companies Creditors Arrangement Act (Canada) ("CCAA") filings and the Tribunal stayed the Phase 1 Order (and the corresponding appeal period) until the CCAA stay ordered on April 1, 2003 by Justice Farley is lifted. If, after the appeal period or any appeal is completed, the Commissioner of Competition is successful in Phase 1 of the Application, the case will move to Phase 2 of the Application where the Tribunal will determine whether Air Canada's conduct resulted in a substantial lessening of competition on the Toronto-Moncton/Moncton-Toronto route.

Risk Factors

In addition to the risk factors stated in WestJet's annual information form dated May 20, 2003, investors in Common Shares should consider the following risk factors relating to WestJet.

Foreign Ownership

The Canada Transportation Act (the "Act") is the legislation pursuant to which the Canada Transportation Agency (the "CTA") regulates transportation industries in Canada, including the air transport industry. The Act requires that holders of licenses be "Canadian", meaning they must be controlled in fact by Canadians, and that at least 75% of their voting interests be owned and controlled by "Canadians" (as defined in the Act). The constraints on ownership rights contained in WestJet's Articles of Incorporation require WestJet to refuse to recognize all ownership rights which would otherwise be attached to any voting shares held contrary to such constrained share provisions, by deeming all such shares to be struck from its register of securities. WestJet has established a declaration system and a reservation system for control of transfers of Common Shares to non-Canadians. As at August 31, 2003, the system indicated that approximately 17% of outstanding Common Shares were held by non-Canadians.

Government Regulation and Taxation

New or different regulatory schemes or rulings or changes in tax policy could have an adverse impact on the airline industry in general and could have a material adverse effect on WestJet. 6

CAPITALIZATION OF WESTJET

The following table and notes (presented in thousands other than share amounts) sets forth the capitalization of WestJet as at December 31, 2002 and as at June 30, 2003, both before and after giving effect to this Offering:

Outstanding at June 30, 2003 after the Offering Outstanding at and including Outstanding at Outstanding at June 30, 2003 after Underwriters' Authorized December 31, 2002 June 30, 2003 the Offering Option (audited) (unaudited) (unaudited) (unaudited) Long-Term Debt and Capital Lease Obligations Long-term Debt (1) $ 695,939 $ 231,670 $ 475,256 $ 475,256 $ 475,256 Capital Leases (2) $ 23,642 $ 17,193 $ 17,193 $ 17,193 Total $ 255,312 $ 492,449 $ 492,449 $ 492,449

Shareholders' Equity Share Capital $ 211,564 $ 218,800 (5) $ 338,508 (5) (6) $ 362,510 (6) Retained Earnings $ 144,192 $ 159,712 $ 159,712 $ 159,712 Total $ 355,756 $ 378,512 $ 498,220 $ 522,222

Common Shares Outstanding (3) (4) Unlimited 74,899,609 75,577,578 80,732,578 81,763,578 Notes: (1) As at June 30, 2003, WestJet's long-term debt was $475,256 including a current portion of $46,858. WestJet also had available secured credit facilities at a Canadian chartered bank of $6,000 for letters of guarantee ($5,535 issued at June 30, 2003). For details as at June 30, 2003, see Note 2 to the unaudited interim financial statements of WestJet for the three and six months ended June 30, 2003. Long-term debt increased from December 31, 2002 to June 30, 2003 due to debt financing associated with the purchase of new aircraft, a new flight simulator and expenses incurred in expanding the Calgary hangar. Authorized long-term debt has been converted into Canadian funds based on the June 30, 2003 exchange rate of US $1.00 = Cdn $1.3564. (2) WestJet has entered into operating leases for aircraft, buildings, computer hardware and software licences and capital leases related to aircraft. For details as at June 30, 2003, see Note 5 to the unaudited interim financial statements of WestJet for the three and six months ended June 30, 2003. (3) As at June 30, 2003 WestJet had outstanding to officers and employees options to purchase an aggregate of 7,365,466 Common Shares. (4) As at the date hereof, no Non-Voting Shares, First Preferred Shares, Second Preferred Shares or Third Preferred Shares are issued. (5) Does not include the Underwriters' Option. If the Underwriters' Option is exercised in full, the total Offering, the Underwriters' fee and the net proceeds to WestJet, before expenses of the Offering estimated to be $300 will be $150,010, $6,000 and $144,010, respectively. (6) After deducting expenses of the Offering estimated at $300.

USE OF PROCEEDS

The net proceeds to WestJet from the sale of the Common Shares, after deducting the fees payable to the Underwriters, but before expenses of the Offering estimated to be $300,000, will be approximately $120,008,400 ($144,010,080 if the Underwriters' Option is exercised in full). The net proceeds of this issue will be used to fund the acquisition of additional aircraft, spare parts, Winglets, the installation of in-flight television services, pre-delivery payments on new aircraft, and for general working capital purposes.

PLAN OF DISTRIBUTION

Pursuant to an agreement dated September 24, 2003 between WestJet and the Underwriters (the "Underwriting Agreement"), WestJet has agreed to sell and the Underwriters have agreed to purchase on or about October 15, 2003, but in any event not later than November 19, 2003, the 5,155,000 Common Shares offered hereby at a price of $24.25 per share for a total consideration of $125,008,750 payable against delivery of share certificates. The Underwriting Agreement provides for WestJet to pay the Underwriters a fee of $0.97 per share for a total of $5,000,350. 7

WestJet has granted to the Underwriters an option (the "Underwriters' Option") to purchase an additional 1,031,000 Common Shares on the same terms as set forth above exercisable prior to the date of Closing, which additional Common Shares are qualified for distribution under this prospectus. If the Underwriters' Option is exercised in full, the total offering, the Underwriters' fee and the net proceeds to WestJet, before expenses of the Offering, will be $150,010,500, $6,000,420 and $144,010,080, respectively.

The obligations of the Underwriters under the Underwriting Agreement are several and may be terminated upon the occurrence of certain stated events. If one or more of the Underwriters fails to purchase their allotment of Common Shares, the remaining Underwriter or Underwriters may terminate their obligation to purchase their allotment of Common Shares, or may, but are not obligated to, purchase the Common Shares not purchased by the Underwriter or Underwriters which fail to purchase. The Underwriters are, however, obligated to take up and pay for all of the securities if any of the securities are purchased under the Underwriting Agreement.

WestJet has agreed, for a period of 90 days from the Closing of this Offering, not to sell or issue any Common Shares or securities convertible into or exchangeable for Common Shares, other than under WestJet's stock option plan or employee stock purchase plan, without the prior written consent of CIBC World Markets Inc. on its own behalf and on behalf of the other Underwriters.

Pursuant to policy statements of the Ontario Securities Commission and the Commission des valeurs mobilières du Québec the Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (i) a bid or purchase permitted under the by-laws and rules of the TSX relating to market stabilization and passive market making activities; and (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of the Common Shares. In connection with this Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

The TSX has conditionally approved the listing of the Common Shares offered hereunder. Listing is subject to WestJet fulfilling all the listing requirements of the TSX on or before December 23, 2003.

The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Accordingly, subject to certain exceptions, the Common Shares may not be offered or sold within the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act. Each Underwriter has agreed that, except in accordance with Rule 144A under the U.S. Securities Act, it will not offer, sell or deliver Common Shares within the United States.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the U.S. Securities Act.

DETAILS OF THE OFFERING

The total issue consists of 5,155,000 Common Shares and up to an additional 1,031,000 Common Shares if the Underwriters' Option is exercised in full. The Common Shares are offered hereunder at a price of $24.25 per share. The offering price for the Common Shares offered under this Short Form Prospectus was determined by negotiation between WestJet and the Underwriters. Each Common Share entitles the holder to dividends if, as and when declared by the directors, to one vote at all meetings of holders of Common Shares and to participate rateably in any distribution of the assets of WestJet upon liquidation, dissolution or winding-up, subject to the prior rights of holders of shares ranking in priority to the Common Shares.

ELIGIBILITY FOR INVESTMENT

In the opinion of Burnet, Duckworth & Palmer LLP and Blake, Cassels & Graydon LLP, and subject to the provisions of any particular plan, the Common Shares, if, as and when listed on a prescribed stock exchange in Canada, will be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans under the Income Tax Act (Canada) as in effect of the date hereof and will not constitute foreign property for such plans. 8

LEGAL MATTERS

Legal matters in connection with the issuance of the Common Shares will be passed upon on behalf of WestJet by Burnet, Duckworth & Palmer LLP, Calgary, Alberta, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP, Calgary, Alberta. The partners and associates of each of Burnet, Duckworth & Palmer LLP and Blake, Cassels & Graydon LLP, as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of WestJet are KPMG LLP, Suite 1200, 205 - 5th Avenue S.W., Calgary, Alberta, T2P 4B9. CIBC Mellon Trust Company, at its principal offices in Calgary, Alberta and Toronto, Ontario, is transfer agent and registrar for the Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in several of the provinces provides purchasers with the right to withdraw from an agreement to purchase securities within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages where the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor. 9

CERTIFICATE OF WESTJET AIRLINES LTD.

Dated: October 7, 2003

The foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered hereby as required by the securities laws of all provinces of Canada. For the purposes of the Province of Quebec, this simplified prospectus, as supplemented by the permanent information record, contains no misrepresentation likely to affect the value or the market price of the securities to be distributed.

(signed) Clive J. Beddoe (signed) Alexander (Sandy) J. Campbell President and Chief Executive Officer Senior Vice-President, Finance and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) Murph Hannon (signed) Thomas (Tim) W. Morgan Director Director 10

CERTIFICATE OF THE UNDERWRITERS

Dated: October 7, 2003

To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered hereby as required by the securities laws of all provinces of Canada. For the purposes of the Province of Quebec, to our knowledge, this simplified prospectus, as supplemented by the permanent information record, contains no misrepresentation likely to affect the value or the market price of the securities to be distributed.

CIBC WORLD MARKETS INC.

By: (signed) Brenda A. Mason

RBC DOMINION SECURITIES INC.

By: (signed) Timothy W. Watson

RAYMOND JAMES LTD.

By: (signed) James R.E. Coulter

MERRILL LYNCH CANADA INC.

By: (signed) Khaled M. Fathallah

BMO NESBITT BURNS INC.

By: (signed) Aaron M. Engen

SCOTIA CAPITAL INC.

By: (signed) Philip I. Lieberman

CANACCORD CAPITAL CORPORATION DESJARDINS SECURITIES INC. DLOUHY MERCHANT GROUP INC. OCTAGON CAPITAL CORPORATION

By: (signed) Mike Greenwood By: (signed) Jean-Philippe Morin By: (signed) William Murray By: (signed) Wade R. Felesky