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For Personal Use Only Use Personal For 604 GUI Form 604 Corporations Act 2001 Section 671 B Notice of change of interests of substantial holder þ Company Name/Scheme Jetset TÍavelworld Limited (JTG) ACN/ARSN 091 214 998 1. Details ol substantial holder (1) Q H Tours Limited ACN 001 262 433 (O H Tours) and ¡ts associates listed in Annexure A. These associates comprise Name Qantas Airways Limited ACN 009 661 901 (Qantas) (the controller of Q H Tours) and oth_er bodies corporate that are controlled by Qantas but do not control O H Tours (Q H Tou¡s Non-Controlling Entities'). ACN/ARSN (if applicable) Specified above and in Annexure A There was a change in the interests of the substantial holder on 31t1212011 The previous notice was given to the company on 1t10t2010 The previous notice was dated 1t10t2010 2, Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme thal 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 or scheme, are as follows: Previous notice Present notice Class of Substantial Holder securities (4) Voting Vot¡ng Person's voles Person's votes power (5) power (5) Ordinary JTG Q H Tours and Oantas 251,829,751 57.35% 127,340,726 29% shares Q H Tours Non-Controll¡ng Ordinary JTG 127,340,726 29y. 127,340,726 290/" Entitiesl shares For personal use only 1 Note: there has been no change in the voting power of the QH Tours Non-Controlling Entities from that disclosed in the notice of change of interests of substantial holder given to JTG respect of those entities on 1 October 2010, as none of the circumstances giving rise to changes in the relevant interests of Q H Tours or Qantas give rise to a change in the relevant interests of lhe Q H Tours Non-Controlling Entities. As such, this information is provided by way of completeness only, l\48_958471 02 1 (W2003x) 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 or scheme, since the substant¡al holder was last required to give a substantial holding notice to the company or scheme are as follows: Person Consideratio Class and whose n grven rn Person's Date of Nature of number of relevant relation votes change change (6) secur¡ties interest to change affecled aflected chanoed (7\ Ceases to hold a relevant interest in 22,671,824 ordinary JTG shares (being shares issued to certain employees of Global Voyager Group Holdings Pty Ltd, formerly known as Stella Group Holdings Pty Ltd (SGH) and Stella Travel Services Holdings Pty Limited (Stella) and its subsidiaries and companies or trustees of a trust aff¡liated wilh such employees (Management Option Holders) in connection with the merger belween JTG and SGH on 30 September 20 1 0) as a result of JTG ceasing to control the disposal of those shares under the terms of voluntary escrow deeds entered into between JTG and each Management Option Holder dated 30 September 2010, copies of which were attached to the previous notice given to JTG on 1 Oclober 2010 (Management Escrow Deeds). Q H Tours previously had a relevant interest ¡n the JTG shares subject to those escrow restr¡ctions due 1o JTG controlling the disposal of those JTG shares under the terms of the Management Escrow Deeds and the extension of JTG's relevant interesl through Q H Tours having 124,489,025 30/12/2011 Q H Tours greater than 20% voting power in JTG (sections 608(1 ) and n/a ordinary JTG 124,489,025 (sXa)). shares Ceases to hold a relevant interest in 101,817 ,201 ordinary JTG shares (of which 61,059,128 shares are held by Europe Voyager NV (EV) and 40,758,073 shares are held by UBS Australia Holdings Limited (UBS), having been transferred to them by Global Voyager Holdings Pty Ltd in December 2010) as a result of JTG ceasing to control the disposal of those shares under the terms of voluntary escrow deeds entered into with each of EV and UBS dated 30 September 2010, copies of which were attached to the previous notice given to JTG on 1 October 2010 (Stella Party Escrow Deeds). Q H Tours previously had a relevant interest in the JTG shares subject to those escrow restrictions due to JTG controlling the disposal of those JTG shares under the terms of the Stella Party Escrow Deeds and the extension of JTG's relevant interest through Q H Tours having greater than 20% voting power in JTG (sections 608(1 ) and (3Xa)). Ceases to hold a relevant interest in 22,671 ,824 ordinary JTG shares as a result of JTG ceasing to control the disposal of those shares under the terms of the Management Escrow Deeds. Qantas previously had a relevant interest in the JTG shares subject to those escrow restrictions due to JTG controlling the disposition of those JTG shares under the terms of the Management Escrow Deeds and the extension of JTG's relevant interest through Qantas controlling Q H Tours which has greater than2O/" voting power in JTG (sections 608(1)and (S)(a) a (b)). 124,489,025 Ceases to hold a relev ant interest in 101 ord inary JTG 30t12t2011 0antas ,817 ,201 nla ordinary JTG 124,489,025 shares (of which 6 l 28 shares are held by EV and ,059,1 shares 40,758,073 shares are held by UBS, having been transferred to them by Global Voyager Holdings Pty Ltd in December2010) as a result of JTG ceas¡ng to control the disposal of those shares under the terms of the Stella Party Escrow Deeds. Qantas previously had a relevant interest in the JTG shares subject to those escrow restrictions due to JTG controlling the disposition of those JTG shares under the terms of the Stella Party Escrow Deeds and the extension of JTG's relevant interest through Qantas controlling Q H Tours which has greater than 20% vot¡ng power in JTG (sections 608(1 ) and (3)(a) & (b)). 4, Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows For personal use only Holder of Registered Person entitled Nature of Class and relevant holder of to be registered relevant number of Person's votes interest securities as holder (8) interest (6) secu rilies ìegistered holder of JTG shares (section 127,340,726 Q H Tours I H Tours Q H Tours r08( 1 )). ordinary JTG 127,340,726 shares IVE 958471 02_1 (W2003x) Extension of Q H Tours' relevant interest in 127,340,726 :he JTG shares through control of Q H Tours, Oantas Q H Tours I H Tours ordinary JTG 127,340,726 rvhich is the registered holder of the JTG shares shares (sections 608(1 ) and (3)(b)). 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 ¡nterests ¡n the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of essociation nla nla 6. Addresses The addresses of persons named in this form are as follows Name Address Jetset Travelworld Limited Level 3, 77 Berry Street, North Sydney, NSW 2060 C H Tours Limited Level 9, Qantas Centre, Building A, 203 Coward Street, Mascot, NSW 2020 Qantas Airways Limited Level 9, Qantas Centre, Building A, 203 Coward Street, Mascot, NSW 2020 Slobal Voyager Group Holdings Pty Lim¡ted Level 1, 50 Cavill Avenue, Surfers Paradise, QLD 4217 Stella Travel Services Holdings Pty Limited Level 3, 77 Berry Street, North Sydney, NSW 2060 Global Voyager Holdings Pty Lim¡ted Level 3, 77 Berry Streel, North Sydney, NSW 2060 Europe Voyager NV De Lignestraat'13, B-1000 Brussels, Belgium UBS Australia Holdings Limited Level 16, Chifley Tower, 2 Chifley Square Sydney, NSW 2000 Signature print name Taryn Morton capacity CompanySecretary sign here dale ]/t le-otL DIFECTIONS (1) lf there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and lrustee of an equity trust), the names could be included in an annexure to the lorm. lf the relevant interesls of a group of persons are essentially similar, they may be referred to throughout the form as a specif ically named group if the membership of each group, with lhe names and addresses of members is clearly set out in paragraph 6 of the form. (2) See the definition of "associate" in section I of the Corporations Act 2001. (3) See the definilion of "relevant interest" in sections 608 and 671 8(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 or scheme muhiplied by 100. (6) lnclude details of: (a) anyrelevantagreementorothercircumstancesbecauseof whichthechangeinrelevanlinterestoccurred. lf subsection6TlB(4) applies,acopy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details ol 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 cleafy the particular securilies to which the qualification applies) See the def inition of "relevant agreement" in section I of the Corporations Act 2001.
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