ASX  ANNOUNCEMENT

Wotif.com Holdings Limited ABN 41 093 000 456

Wednesday 26 August 2009

Financial Results and ASIC Audited Accounts

Please find attached (in accordance with Listing Rules 3.17, 4.3A and 4.7) for release
to the market, copies of Wotif.com Holdings Limited's:

(a) Appendix 4E - Preliminary Final Report for the year ending 30 June 2009; and

(b) 2009 Annual Report (including the directors' report, the financial report, the
directors' declaration and the audit report).

In accordance with Australian Securities and Investments Commission (ASIC)

Practice Note 61, the documents required to be lodged by Section 319 of the
Corporations Act, will not be lodged separately with ASIC.

_________________________________________________________________________

For further information or to arrange an interview with Robbie Cooke (Group CEO/
Managing Director) or Craig Dawson (Chief Financial Officer):

Media enquiries please contact: Analysts and institutions please contact:

Kate Fisher Cath McMurchy
Public Relations Manager, Executive Assistant
Australia & New Zealand Ph: (+61) 7 3512 9965
Ph: (+61) 7 3512 9920 Email: [email protected]
Mob: (+61) 0410 085 103
Email: [email protected]

WOTIF.COM HOLDINGS LIMITED ABN 41 093 000 456 | 13 Railway Terrace Milton QLD 4064 Australia | Phone: +61 7 3512 9965 Fax: +61 7 3512 9914 Email: [email protected]

ASX147
Wotif.com Holdings Limited
and controlled entities

Appendix 4E

Preliminary final report

For the year ending 30 June 2009

Wotif.com Holdings Limited Preliminary final report

Appendix 4E
Preliminary Final Report

Wotif.com Holdings Limited ABN 41 093 000 456

Year ended 30 June 2009

Details of the reporting period and the previous corresponding period

Current period: 1 July 2008 to 30 June 2009

Prior corresponding period: 1 July 2007 to 30 June 2008

Results for announcement to the market

Key information Year ended Year ended Change

30 June 2009 30 June 2008 %
$'000 $'000

Revenue from ordinary activities 121,306 93,996 Up 29.1%

Profit from ordinary activities after tax attributable to members 43,527 34,452 Up 26.3%

Net profit for the period 43,527 34,452 Up 26.3%

Dividends Amount per Franked amount

security per security

Final dividend (208,390,044 shares on issue) 11 cents 100%

Interim dividend paid 28 March 2009 (208,245,044) shares on 6.5 cents 100%
issue)

Record date for determining entitlements to the dividends

Record date for the final dividend is 18 September 2009

Commentary

Commentary on the Company's trading results is included on pages 4 to 18 (inclusive) of the 2009 Annual Report attached

Income statement
Please refer to the Audited Financial Statements for the year ended 30 June 2009.

Balance sheet
Please refer to the Audited Financial Statements for the year ended 30 June 2009.

Cash flow statement

Please refer to the Audited Financial Statements for the year ended 30 June 2009.

Statement of changes in equity

Please refer to the Audited Financial Statements for the year ended 30 June 2009.

Additional dividend information

Details of dividends declared or paid during or subsequent to the year ended 30 June 2009 are as follows:

Record date Payment date Type Amount per Total dividend Franked amount
security per security
10 September 2008 13 October 2008 Final 9 cents $18,729,490 9 cents
6 March 2009 28 March 2009 Interim 6.5 cents $13,535,928 6.5 cents
18 September 2009 13 October 2009 Final 11 cents $22,922,905 11 cents
Wotif.com Holdings Limited Preliminary final report

Dividend reinvestment plans

The dividend plans shown below are in operation.

NIL

Net tangible assets per security

Current period Previous corresponding

period

Net tangible asset backing per ordinary security (7.99 cents) (13.50 cents)

Control gained over entities having material effect

Name of entity (or group of entities) Refer note 20 of the 2009 Annual Report attached

Loss of control of entities having material effect

Name of entity (or group of entities) N/A

Details of aggregate share of profits (losses) of associates and joint venture entities

Group’s share of associates’ and joint venture entities’: Current period $A'000 Previous corresponding period -
$A'000
Profit (loss) from ordinary activities before tax N/A N/A

Income tax on ordinary activities N/A N/A

Profit (loss) from ordinary activities after tax N/A N/A

Extraordinary items net of tax N/A N/A

Net profit (loss) N/A N/A

Adjustments N/A N/A

Share of net profit (loss) of associates and joint venture N/A N/A
entities

Compliance statement

This report should be read in conjunction with the attached 2008 Annual Report.

Sign here: Date: 26 August 2009

(Group Chief Executive Officer and Managing Director)

Print name: Robert Michael Sean COOKE

WOTIF.COM HOLDINGS LIMITED
ANNUAL REPORT 2009
Wotif.com Holdings Limited and our group companies (Wotif Group or Group) operate leading online travel brands around the
world, with emphasis on the Asia Pacific region.
We provide both business and leisure customers alike with a highly convenient booking service for all their travel needs. Our
services are simple to use, value-driven, and provide a wide range of choice whether for accommodation, flights, car rental,
cruises, insurance, travel packages or tours.
Our family of brands includes Wotif.com, lastminute.com.au, AsiaWebDirect.com, travel.com.au, Arnold Travel Technology, and
LateStays.com, as well as approximately 100 other travel-related websites.
We strive to be the first choice for business and leisure consumers with a particular focus on those travelling to, from and
within the Asia Pacific region. We work as partners with our travel suppliers, providing a cost-effective distribution platform for
their products and process more than 3.3 million accommodation bookings per year on their behalf. With each site offering
unique advantages and access to different target markets, our travel and accommodation supply partners can tailor their online
marketing and distribution strategies to suit their needs.
Since launching in 2000, we have grown to be a truly international company, employing staff in 16 countries on five continents.
Our head office is in Australia, and we have additional offices in New Zealand, Thailand, Singapore, Malaysia, the United
Kingdom and Canada. We listed on the Australian Securities Exchange in June 2006, trading under the ASX code “WTF”.
In 2008 the Company’s operations expanded with the takeover of travel.com.au Limited and the purchase of the businesses
conducted by Asia Web Direct (HK) Limited. Wotif Group’s operations today include the following businesses:

As Australasia’s leading accommodation website, With last-minute deals on accommodation bookings into the
Wotif.com has been at the forefront of the online next 28 days, LateStays.com offers a way to compare and
accommodation revolution since 2000 (see page 10 for access accommodation content in English, Japanese and
more) Chinese (see page 8 for more)

This fun lifestyle brand sells accommodation, flights, insurance, A full service travel agency, travel.com.au also operates
car hire, experiences and gifts to a young-at-heart audience in the niche markets of ski, cruise, corporate, family and
(see page 12 for more) adventure travel (see page 14 for more)

This brand focuses on delivering travel-related web content Either direct or through a corporate travel agency, ARNOLD
and booking services for the Asian market, and is establishing provides the Australasian market with an online booking
itself as an authoritative Asian travel booking platform (see platform that enables Corporates and SMEs alike to self-
page 8 for more) manage their travel needs (see page 14 for more)

Wotif.com Holdings Limited (ACN: 093 000 456)

Operational
and Financial Highlights
WOTIF GROUP GLOBAL ROOM NIGHT SALES2

180,000

6.33 million
160,000

Global room nights per week

140,000

120,000

room nights sold

100,000

80,000

(FY2008: 4.91 million ) 1 60,000

40,000

20,000

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Calendar year

TOTAL REVENUE AND NPAT

NPAT
FY2009

FY2008

FY2007

up 26% to $43.5 million FY2006

(FY2008: $34.5 million) FY2005

FY2004

0 10 20 30 40 50 60 70 80 90 100 110 120 130

Million (AUD)
Revenue NPAT

Successful integration of acquired businesses Significant increase in the number of

(travel.com.au Limited and Asia Web Direct properties on offer on lastminute.com.au
(HK) Limited) and travel.com.au

Launch of extended booking window (from Wotif.com brand awareness in Australia

28 days to 3 months) on Wotif.com remained above 50% and New Zealand
awareness jumped to 30% (up from 25% in
Development continued on the planned July 2008)3
enhancements to the flight booking engine for
lastminute.com.au and travel.com.au Wotif.com ranked number 1 in Australia
by Hitwise in the “Travel – Destinations
More than 14,500 properties directly offering & Accommodation” category for the fifth
deals on the Wotif.com site from 49 countries consecutive year

Key Investor Figures Key Results

FY2009 FY2009 FY2008
Earnings per share 20.91 cents Total revenue $121.3 m $94.0 m
Dividend per share (interim and final 17.5 cents Net profit before depreciation $68.6 m $53.8 m
– fully franked) amortisation and taxation
Return on shareholders’ equity 61% Net profit before tax $62.2 m $49.0 m
Number of shareholders 5,567 Net profit after tax $43.5 m $34.5 m
(as at 30 June 2009)

1. Figure includes room night sales by all Wotif Group brands from the approximate date of acquisition.
2. Chart includes room night sales from acquired businesses from date of acquisition as shown.
3. Surveys conducted by Newspoll.

Wotif.com Holdings Limited 2009 Annual Report 1

 Contents
Chairman’s Letter 3
Managing Director’s Report 4
The Year in Review 4
Our Results 5
Our Businesses 7
Our Operations 16
Looking Forward 17
Board of Directors 19
Corporate Governance 22
Directors’ Report 28
Dividends 28
Remuneration Report 32
Auditor’s Independence Declaration 41
Financial Report to Shareholders 42
Directors’ Declaration 91
Independent Audit Report 92
Shareholder Information 94
Corporate Directory 98

2 Wotif.com Holdings Limited 2009 Annual Report

 Office of the Chairman

To: Shareholders,
Wotif.com Holdings Limited

26 August 2009

The Wotif Group is certainly proving to be a business for the times. Good growth from Wotif.com and
the additional reach and product breadth delivered by its successful integration of travel.com.au Limited
(TVL) and Asia Web Direct (HK) Limited (AWD) are proving to be a powerful combination.

Profit growth of 26% to $43.5 million in FY2009, the delivery of a range of new services, the benefits
emerging from the successful integration of TVL and the expanded presence in Asia are the hallmarks
of a year of significant achievement by the team at Wotif Group.

The Wotif.com business benefited from last year’s economic challenges, which suited the business
model established in 2000. Economic uncertainty, a weaker dollar and lower petrol prices saw travel
patterns shift back to last minute domestic bookings, with consumers taking advantage of the great
value on offer. The perceived reliance of the Group on this business became its strength yet again,
and it has demonstrated that it has been able to navigate its way through the first shift in the broader
economy since the business was established.

The strategy to move beyond the original business continues to be an important part of the Group’s
future. The acquisition of TVL is providing the platform for this journey. It provides a full online travel
agency capability and a corporate travel management solution. Investing in the development required to
take greater advantage of these capabilities is a primary focus of the Group. A similar approach is being
taken to the accommodation inventory and destinational content offered by AWD.

The gradual emergence of the Group into a portfolio of travel-related businesses offers the opportunity
for more than the organic growth produced by the continual shift toward booking accommodation
through the internet. This will inevitably mean that the new businesses will not produce the same profit
margins as the original Wotif.com business. Few businesses do! However, the two acquisitions so far
have added to earnings per share.

Nothing can be taken for granted. The strength of our businesses relies on relationships with suppliers,
the continual investment in reliable and consumer-friendly applications, and a creative and results-
oriented workforce. Shareholders continue to benefit from the combination of a disciplined business
model and a team of employees who channel their enthusiasm for the business into producing
innovative solutions. This simultaneously attracts users and delivers the profits required to support the
business and an increased dividend.

The Board has declared a final dividend of 11 cents. The full year dividend of 17.5 cents represents an
increase of 16.7% on last year’s dividend payment (FY2008: 15 cents). The record date for the final
dividend will be 18 September 2009 and it will be paid on 13 October 2009. There is no intention to alter
the current dividend policy.

Dick McIlwain,
Chairman

13 Railway Terrace, Milton Qld 4064, Australia

P: +61 7 3512 9965 | F: +61 7 3512 9914 | E: [email protected]

Wotif.com Holdings Limited 2009 Annual Report 3

 Managing
Director’s
Report
THE YEAR IN REVIEW ●● the value of transactions processed by the
Group reaching a record $992 million, up
On entering the year we faced some significant 33%;
headwinds. Headlines from the press in July ●● revenues reaching a record $121 million, up
2008 are stark reminders of the then-prevailing 29%;
climate, with prophesies such as “Australia faces
●● profit after tax up 26%, reaching a record
worse crisis than America”4, “Downturn may $43.5 million.
be ‘the big one’”5 and “Property nearing once-
in-100-year slump”6. Consumer sentiment was To have achieved these results in a “normal year”
deteriorating daily and, as a community, we were would have been a real achievement but, in view
being conditioned for an economic meltdown. of the economic backdrop, the performance of
the business is especially satisfying.
The challenges posed by this economic backdrop
were new for Wotif.com and our business The results achieved would not have been
model had not been tested by a down cycle. possible without the stellar efforts of the
We believed that our model would continue entire team at the Wotif Group. We have an
to resonate with consumers in a recessionary energetic, highly engaged and driven team
environment. Our expectation was that that is passionate about our businesses. This
consumers would be focused, more than ever, year saw considerable effort invested by all
on value and, as a result, would be drawn to the at the Wotif Group in integrating our newly-
compelling value available online. Our hypothesis acquired businesses, travel.com.au Limited
presupposed that consumers would quickly (TVL) and Asia Web Direct (HK) Limited and,
adapt to the “new world” and would take shorter notwithstanding the distraction that inevitably
breaks, travel more domestically, would transact surrounds integrations, we continued to keep
in the last minute space, and would move to the focus on the key drivers of our core business.
online environment to secure best value for their
accommodation and other travel needs. The year saw the team:

While our theories seemed sound, we were ●● deliver our extended booking window on
definitely in unchartered waters. Wotif.com (from 28 days to 3 months of
deals);
What we did not factor into our thinking was
●● complete the development of a mobile version
the level of discounting that was to occur in
of the Wotif.com website for iPhones, which
the flights arena, particularly by international has now had a beta release;
carriers, and the stimulus this would provide to
accommodation bookings. We were not able ●● undertake the first stage of the planned series
to predict the effect of events such as Swine of enhancements to our flights booking engine
Flu and the instability in some of our key Asian which is currently powering domestic flights
on lastminute.com.au;
markets.
●● embark upon new marketing initiatives for
Twelve months on, I can report that our business Wotif.com which included the successful
model has come through with flying colours. The undertaking of a radio marketing campaign,
year has been a very successful one for your the use of social media with the launch of
Company. As you will see as you read through Wotif.com on Twitter, and the successful
our report, the team has delivered a number of “Wotif Wednesday” offering a 3 hour buying
record outcomes this year with: frenzy for weekend deals;

4. Daily Telegraph, 29 July 2008.

5. The Sydney Morning Herald, 29 July 2008.
6. news.com.au, 13 July 2008.

4 Wotif.com Holdings Limited 2009 Annual Report

 the year in review

Figure 1. Year-on-year (calendar) comparison global room nights sold7

160,000
2009
140,000
Global room nights per week

120,000

100,000

80,000

60,000

40,000

20,000

Calendar week

●● complete the integration of the newly-acquired Accommodation

businesses;
6.33 million room nights were sold from all of
●● undertake the development work necessary the Group’s sites during the year (FY2008:
to enable the sale of all our supplier product 4.91 million) representing a 29% increase over
across the Group, providing enhanced FY2008 via 3.28 million booking transactions
customer offerings and greater reach for our
(FY2008: 2.62 million8). As shown in Figure 1,
supplier partners;
this performance continues the consistent year-
●● beat our internal cost savings target for on-year growth we have delivered since 2001.
TVL with more than $2 million of ongoing
annualised savings achieved.
Flights
Our online brands all operate with business Since the acquisition of travel.com.au Limited in
models from which we obtain a margin on the January 2008, the Group has had the ability to
value of products sold. In addition, we obtain sell flights. These sales are currently conducted
income from booking fees, administration via the lastminute.com.au and travel.com.au
charges for changed or cancelled bookings, websites, and by our offline sales team. The year
credit card surcharges on specific credit cards saw a total of 98,608 flights (both international
and advertising on some of our websites. Our and domestic) sold via these channels (up from
low margins are some of the most competitive 49,472 in FY20089) with a total transaction value
in the industry, and we continue to provide our of $78.9 million (FY2008: $44.5 million9).
suppliers with the most cost-effective way to
distribute their products to our significant and Revenue
expanding customer base.
The Group’s operating revenue for the 12 months
to 30 June 2009 was up 29% to $121,306,000
(FY2008: $93,996,000). This result was driven
OUR RESULTS by:
Despite the economic turmoil that dominated ●● a 29% growth in the number of room
world economies throughout the 2009 financial nights sold throughout the Group
year, the Wotif Group produced another year of (FY2009: 6.33 million room nights sold;
very strong growth delivering record room night FY2008: 4.91 million room nights sold);
volumes, transaction values and profits. The
●● a 1% increase in the average value of
Company’s profit after tax reached $43.5 million
rooms sold across the Group’s suite of sites
(up 26% on the FY2008 result of $34.5 million). (FY2009: $142.74; FY2008: $141.6810).

7. Chart displays room nights sold with a check-in date in the relevant week and includes room night sales by all Wotif Group
brands.
8. FY2008 figures represent only those sales for Asia Web Direct (HK) Limited and travel.com.au Limited made following
acquisition.
9. Contribution from 1 January 2008 only, being the date of acquisition of travel.com.au Limited.
10. The average value of rooms sold is calculated by dividing TTV for the relevant year (which includes booking and administration
fees) by the number of room nights sold with a check-in date in the relevant year.

Wotif.com Holdings Limited 2009 Annual Report 5

 the year in review

Average room rates achieved on Wotif.com in ●● increased credit card commission costs
the year were in line with FY2008 (FY2009: associated with the increase in customer
$144.72; FY2008: $144.14); and transactions in the reporting period (FY2009:
$12,450,000; FY2008: $10,313,000);
●● a full year contribution from both the
travel.com.au Limited and Asia Web Direct ●● option expenses of $982,000 (FY2008:
(HK) Limited businesses. $946,000);
●● a full year of operating costs from the
Net profit travel.com.au Limited and Asia Web Direct
The Group’s consolidated net profit after tax for (HK) Limited businesses; and
the reporting period was $43,527,000 (FY2008: ●● undertaking increased marketing activities
$34,452,000). This represents an increase of (both online and offline).
26% compared with the previous year.
IT Development Costs increased to $4,214,000
Operating expenses (excluding amortisation of (FY2008: $3,905,000), reflecting the additional
IT Development Costs and depreciation) were development resources associated with the
$52,668,000 (FY2008: $40,254,000), up 31%, acquired businesses for a full year.
reflecting:
Dividend
●● increased employee costs11 (FY2009:
$19,673,000; FY2008: $12,506,000) reflecting A final fully franked dividend of 11 cents per
the full-year effect of additional personnel share has been declared.
added to the Group from the two acquired
businesses and increased salary costs in the The following tables contrast the results from
Group’s existing operations; the 2009 financial year with those from previous
years:

Year ended 30 June ($ million) FY2009 FY2008 FY2007 FY2006

Total Transaction Value (TTV)12
- Accommodation TTV 904.2 695.2 529.2 362.9
- Flights and other TTV 88.3 48.5 - -
Total TTV 992.5 743.7 529.2 362.9
Accommodation revenue 109.3 83.5 62.3 42.9
Flights and other revenue 9.5 5.5 - -
Interest revenue 2.5 5.0 5.0 2.6
Total revenue 121.3 94.0 67.3 45.5
Total operating expenses (52.7) (40.2) (25.8) (19.5)
Net profit before depreciation, amortisation and taxation 68.6 53.8 41.5 26.0
Depreciation (2.0) (0.9) (0.2) (0.4)
Amortisation of IT Development Costs13 (4.2) (3.9) (3.4) (2.4)
Other amortisation (0.2) - - -
Profit before income tax 62.2 49.0 37.9 23.2
Income tax (18.7) (14.5) (11.5) (6.7)
Net profit 43.5 34.5 26.4 16.5

Key operating data FY2009 FY2008 FY2007 FY2006

Accommodation TTV growth 30% 31% 46% 44%
Flights and other TTV growth 82% - - -
Total revenue growth 29% 40% 48% 42%
Operating expenses growth 31% 56% 33% 47%
Profit before income tax growth 27% 29% 64% 36%
Net profit growth 26% 31% 60% 37%
Accommodation revenue % of accommodation TTV 12% 12% 12% 12%
Total revenue % of TTV 12% 13% 13% 13%
Profit before income tax % of total revenue 51% 52% 56% 51%
Profit before income tax % of total revenue (excluding option expenses) 52% 53% 58% 51%
Net profit % of total revenue 36% 37% 39% 36%
Capex14 ($ million) 7.8 6.1 6.8 3.1

11. This excludes employee costs that were capitalised as IT Development Costs, which were amortised in the reporting period.
12. Total Transaction Value (TTV) represents the price at which accommodation and flights have been sold across the Group’s
operations. TTV is stated net of any GST/VAT payable. TTV does not represent revenue in accordance with Australian
Accounting Standards. For FY2008 this includes TTV from acquired businesses, namely travel.com.au Limited contributions
from 1 January 2008 and Asia Web Direct (HK) Limited from 1 March 2008.
13. IT development costs that relate to the acquisition of an asset are capitalised to the extent that they represent probable future
economic benefits, are controlled by the Group and can be reliably measured (referred to as IT Development Costs). The
capitalised cost is amortised over the period of expected benefit, usually up to 3 years. In the reporting period and in prior years
IT Development Costs have been capitalised and amortised within the year. IT costs incurred in the management, maintenance
and day-to-day enhancements of all IT applications are charged as an expense in the period in which they are incurred.
14. Capex is comprised of property, plant and equipment, and IT Development Costs. In FY2007, this included the purchase of the
Group’s head office ($2.4 million).

6 Wotif.com Holdings Limited 2009 Annual Report

Our
Businesses

Wotif.com Holdings Limited 2009 Annual Report 7

 the year in review

Asia Web Direct (acquired by the Group in March sophisticated reservation systems and exciting
2008) has been at the forefront of online travel extras such as tour products. LateStays.com
distribution since 1993. It provides web-based is targeted at consumers seeking last-minute
hotel reservations, travel information and related accommodation deals, and offers a way to
services to travellers worldwide. Its popular access accommodation content in English,
destination portals, the AsiaWebDirect.com Japanese and Chinese.
and LateStays.com sites allow consumers
to book their accommodation with instant In turn, our business partners receive broad
confirmation, either at the last minute or all year exposure across multiple sites and world-class
round. support. Asia Web Direct’s core websites15 attract
approximately 1.9 million visits per month16.
Hotel room night sales achieved by Asia Web
Direct increased 23% within the year (prior year’s
In FY2009, Asia Web Direct's
comparison includes room night sales while not
core websites attracted around
under Group ownership). As at 30 June 2009,

1.9 MILLION
more than 4,500 Asian hotels were offering deals
on the Asia Web Direct websites.

visits per month

Travel guides
Asia Web Direct’s destination portals offer Photo galleries
our customers travel guides, photos, maps,
Interactive maps
hotel reviews and user forums. These portals
Hotel reviews
aim to be the first port of call for travellers by
providing them with a valuable link to reliable
User forums
local knowledge about Asian destinations, a Reliable local knowledge
comprehensive accommodation database with

15. Asia Web Direct's core websites consist of AsiaWebDirect.com, LateStays.com, Phuket.com and Bangkok.com.
16. Based on visit traffic from 1 April 2009 to 30 June 2009.

Wotif.com Holdings Limited 2009 Annual Report 9

Bo o k a r oo m
f as te r t h a n
yo u ca n nic k
the t in y
s ha m p o o s.
 the year in review

As the leading accommodation booking service The most compelling measure of Wotif.com’s
across Australasia, Wotif.com saw its brand success in the financial year was the record
awareness remain above 50%17 in Australia, 5.11 million room nights booked on the site
while in New Zealand it achieved a significant by our leisure and business customers — this
uplift, with brand awareness reaching 30%18 represents a 13% uplift on FY2008 (FY2008:
(FY2008: 25%). 4.53 million). Booking levels were also up
significantly, with an average of 230,000
Our leading position in Australia resulted bookings sold each month, lifting from
in Hitwise awarding Wotif.com the number 205,000 bookings per month in FY2008. This
1 ranking in the “Travel – Destinations & performance was achieved against an average
Accommodation” category for the fifth room rate outcome of $144.72 per room night
consecutive year. This award is based on (FY2008: $144.14).
website traffic levels and unequivocally
demonstrates the popularity of Wotif.com. This standout performance was assisted by
the extension of Wotif.com’s booking window
from 28 days to 3 months. We launched this
During FY2009, Wotif.com major initiative at the end of January 2009, and
attracted more than it clearly has met the pent-up demand from
customers wanting to secure accommodation

40.7 MILLION further in advance.

The introduction of our booking service

visits to the site outside the 28-day period has also given our
accommodation supply partners access to the
same world-leading, low-cost (10% margin)
Our own data confirm Wotif.com’s strong distribution model that Wotif.com is renowned
position, as site visits across the year grew to for in the 28-day space. It has also provided
more than 40.7 million visits (FY2008: them with the opportunity to plan inventory
36.4 million visits19) driven by our focus on: levels by securing bookings further in advance.
The attractiveness of this initiative to our supply
●● providing our customers with a convenient, partners is demonstrated by the fact that more
simple to use and value-driven than 85% now have offerings beyond the initial
accommodation offering; and 28-day period of our booking window.
●● providing our accommodation supply partners
with access to one of the lowest cost online
distribution channels in the world.

The site now sells rooms for more than 14,500

properties in 49 countries (FY2008: 11,900
Wotif.com launched into
properties in 45 countries) and we are continuing
the social media world in
to expand the depth of our accommodation
offering. More than 758,000 of our customers
FY2009 with accounts on
have opted in to receive our newsletter, which is Twitter and Facebook
a 44% increase on last year.

17. Survey conducted by Newspoll commencing on 12 June 2009.

18. Survey conducted by Newspoll commencing on 9 June 2009.
19. Revised historic number reflects the adoption of a new website tracking system utilised by the Group. Previously, the Group
predominantly used a log-based tracking system; however, due to Group requirements, a new cookie-based system was
adopted, giving rise to historic revisions.

Wotif.com Holdings Limited 2009 Annual Report 11

 the year in review

This brand is all about living every last minute to As a result, room nights sold on lastminute.com.au
the fullest. have increased 87% in the reporting period (prior
period includes room nights sold while not under
lastminute.com.au offers a range of products Group ownership), which is a truly remarkable
and services including hotels, international and performance given the economic backdrop
domestic flights, holidays, gifts and experiences. during the year. Site visits have increased to
It focuses on short- to mid-term holiday breaks, approximately 948,000 visits per month (FY2008:
promoting spontaneity and a sense of adventure. approximately 780,000 visits per month), and
This is best demonstrated by Secret Hotels®. the site maintained its position 3 ranking in the
lastminute.com.au pioneered the Secret Hotels® “Travel - Agencies” category by Hitwise (FY2008:
concept in Australia, where luxury hotels offer ranked 3).
rates so low that they don’t reveal the hotel name
until after the customer has booked. lastminute.com.au achieved a 170% increase
in the total transaction value for flights and
accommodation sold within the year21.
room nights sold on We progressed with our planned major upgrade
lastminute.com.au to lastminute.com.au’s flights booking engine.
This project will, when finalised, see major

increased 87% improvements to the site’s speed, performance

and customer interface for flights.
in FY2009 The first major component of this project
was completed in the year and released to
our customers in July 2009. This component
This was the first full year contribution from delivered significant improvements to our
lastminute.com.au following its acquisition in domestic flights booking engine, which, on
January 2008. The integration of release, immediately resulted in an uplift of the
lastminute.com.au into the Wotif Group was “look to book”20 ratio for sales of domestic flights.
successfully completed in the year, including This customer response is extremely pleasing
performance enhancements to the site’s and positions the site well for FY2010.
accommodation booking engine and an increase
in the accommodation offering available on
the site. lastminute.com.au’s customers have
responded positively to these changes, with the
site’s accommodation “look to book” ratio lifting
from 2.5% at time of acquisition (January 2008)
to 4.1%20 in June 2009.

20. “Look to book” ratio is the percentage of the number of bookings made compared to unique visitors to the website during the
month.
21. FY2008 contribution from 1 January 2008 only, being the date of acquisition of travel.com.au Limited.

Wotif.com Holdings Limited 2009 Annual Report 13

 the year in review

travel.com.au, established in September 1997

and acquired by the Group in January 2008, is
a full-service travel company offering holidays,
hotels, flights, travel insurance and car hire.
It also operates in the niche markets of ski,
cruise, corporate, family and adventure travel.

It connects with customers both as an online

service to research, book and manage their
own itinerary, and offline through our team of
Travel Experts, who can provide access to
products not available elsewhere online and
assist in more complicated bookings such as
multi-stop and around-the-world air travel. This
personal touch is valued by people who want
to tailor their travel itinerary with the guidance
of a seasoned travel professional.

travel.com.au has achieved 81% growth in the

total transaction value for hotels and flights
sold within the year22.

travel.com.au works with a variety of travel-

related suppliers and business partners in
order to provide both variety and value to the
consumers who make more than 5.2 million
visits to the site each year.

22. FY2008 contribution from 1 January 2008 only, being

the date of acquisition of travel.com.au Limited.

Arnold Travel Technology was acquired in

January 2008, and has developed an intelligent
online booking platform, designed in Australia
specifically to meet the needs of the Australasian
corporate travel market.

The platform is used by travel agencies,

travel management companies, corporates,
small-to-medium enterprises and government
departments to fulfil their travel needs. The
technology provides clients with the ability to
reduce travel costs by giving employees access
to the best possible pricing (regardless of
source), while ensuring their compliance with
internal travel policies and procedures.

In March 2009, Arnold Travel Technology

released a new user-interface for the Arnold™
online booking tool, being the first major
component of a planned platform upgrade.

Wotif.com Holdings Limited 2009 Annual Report 15

 the year in review

OUR OPERATIONS ●● the significantly improved inventory offering

on lastminute.com.au and travel.com.au;
Overall, the Wotif Group’s performance in the ●● the continued support of our low-cost
reporting period was driven by: distribution channel by our supply partners.
●● a 29% increase in room nights sold across all In addition, our online and offline marketing
sites within the Group; activities, in combination with promotional
●● a 1% increase in room night yield on the Wotif features such as “Flaming Deals™”, “Wot
Group sites (FY2009 average rate $142.74 Hotel?®”, “Wotif Wednesdays” and “Secret
(net of GST/VAT) per room night versus Hotels®”, have contributed strongly in
$141.68 (net of GST/VAT) in FY2008). underwriting this growth.
Our strong operating performance was reflected The total number of bookings in FY2009 for
in each of the Group’s key operating units in the Australian and New Zealand properties23 was
financial year, as discussed below. 2.89 million (FY2008: 2.38 million). These
bookings were spread across:
Accommodation – Australia and
New Zealand ●● 6,080 properties from Australia, Fiji, Vanuatu
and Papua New Guinea (FY2008: 5,282), up
AUSTRALIA & NEW ZEALAND
15%;
●● 1,554 properties from New Zealand and the
Room 2009 5.2 million
Cook Islands, up 33% on last financial year
nights 2008 4.28 million (FY2008: 1,171).
sold
22%
The average room rate realised for rooms
Average 2009 $144.62 booked in Australia and New Zealand in the
room 2008 $144.67 financial year held at $144.62 (net of GST)
rate
held (FY2008: $144.67)24.

2009 7,634
Properties 2008 6,453
Accommodation – Asia
18%
ASIA

Room nights sold in Australia and New Zealand Room 2009 995,658
reached 5.2 million for the year, up 22% on the nights 2008 499,022
previous year (FY2008: room nights sold sold
100%
4.28 million). This record reflects the consistent
trend we have seen since 2001 in the Australian Average 2009 $128.22
and New Zealand markets, and was driven by a room 2008 $107.07
combination of factors including: rate
20%
●● our leading brand position in the Australian 2009 4,519
and New Zealand markets;
Properties 2008 25
2,096
●● the extension of our booking window to 116%
3 months in January 2009;
●● the migration of more consumers from
traditional sales channels to the online The contribution from our Asian Business Unit
environment as they discover the was impressive in the year with total transaction
convenience, value and range available value for accommodation reaching
online; $127.7 million net of GST/VAT (FY2008:
$53.4 million), driven in part by the full year
●● our ability to continue to capture additional contribution from the acquired Asia Web Direct
market share in a growing market; businesses and the availability of low-cost
●● the current economic environment motivating flights into the region stimulating demand for
customers (both corporate and leisure) to accommodation.
seek value and awakening them to the online
channel;

23. The Australian and New Zealand geographic region includes accommodation booked at properties located within Australia,
New Zealand, Cook Islands, Fiji, Vanuatu and Papua New Guinea.
24. The average value of rooms sold is calculated by dividing TTV for the relevant year (which includes booking and administration
fees) by the number of room nights sold with a check-in date in the relevant year.
25. Based on properties represented only on the Wotif.com site in FY2008.

16 Wotif.com Holdings Limited 2009 Annual Report

 the year in review

We achieved a record level of room night sales Flights – domestic and international
across our Asian markets, which continue
to form a key element in our international With a full year contribution from our flights
growth strategy. Room nights sold in Asia in business, we achieved total transaction value of
the reporting period reached 995,658, growing $78.9 million from the sale of flights (FY2008:
by 100% since FY2008 (FY2008: room nights $44.5 million27).
sold: 499,022). This performance is impressive,
particularly given the challenges posed during This performance was achieved against a
the year by political instability in Thailand (one backdrop of significantly lower ticket values
of our key destination markets) and the rise of as airlines, particularly international carriers,
Swine Flu across the region. embarked on the most aggressive and sustained
price discounting seen in recent years.
The total number of bookings for Asia in the
year was up 89%, reaching 328,760 (FY2008: Corporate bookings
174,022). The average room rate realised for
rooms booked in the financial year was $128.22 During the reporting period, the ARNOLD
(FY2008: $107.07)26. We now have in excess of platform processed a total of 433,000 corporate
4,500 properties providing inventory to the Group transactions (FY2008: 202,00027), a very
in our Asian markets. creditable performance given the challenging
environment in the current corporate travel
Accommodation – Rest of world market.

REST OF WORLD
LOOKING FORWARD
Room 2009 140,998
As highlighted in previous years, the growing
nights 2008 130,070
shift from offline to online sales is expected to
sold
8% be a significant driver of future growth for the
business over the next 5 plus years. The Group’s
Average 2009 $175.91
focus is to ensure that it continues to be a major
room 2008 $176.23
beneficiary of this continuing transformation,
rate
held particularly in the Australian, New Zealand and
Asian markets.
2009 3,892
Properties 2008 3,359 Euromonitor International estimates released this
16% year indicate that total online accommodation
sales in Australia during calendar year 2008 were
$1,330 million (2007: $953 million) from a total
At the end of the reporting period, we had 3,892
accommodation market valued at $10,579 million
properties in the United Kingdom, Europe, and
(2007: $10,210 million) (see Figure 2 on the
North and South America directly displaying
inventory on the Group websites (this excludes following page).
more than 1,300 properties sourced from Tourico This indicates that online accommodation sales
Holidays Inc) (FY2008: 3,359).
continue to grow at a greater rate than overall
Room nights sold in these markets increased accommodation sales, with Euromonitor’s latest
by 8% on FY2008, reaching 140,998 (FY2008 report indicating that online sales represented
room nights sold: 130,070). The average room 13% of total accommodation sales in 2008
rate realised for rooms booked in the financial (2007: 9%). These industry estimates support
year was $175.91 (net of GST/VAT) (FY2008: our belief that over the next 5 years the online
$176.23)26 with total transaction values in the accommodation sector will continue to attract
year reaching $24.8 million (net of GST/VAT) customers away from traditional sales channels.
(FY2008: 22.9 million).
Euromonitor International forecasts online sales
The room night growth reflects the increase in to reach approximately 29% in Australia by 2013,
available properties in destinations popular with as shown in Figure 3.
customers from countries such as Australia and
New Zealand. Additionally, the availability (since Our strategy continues to be to harvest the
January 2009) of the 3 month booking window significant organic growth opportunity that exists
on Wotif.com has proven to be popular with in our core Australian accommodation market
customers from our key Oceania source markets and in New Zealand where similar market
booking properties in Europe, and North and dynamics exist. We are also carrying out our
South America.

26. The average value of rooms sold is calculated by dividing TTV for the relevant year (which includes booking and administration
fees) by the number of room nights sold with a check-in date in the relevant year.
27. FY2008 figure includes those transactions from the date of acquisition only, being 1 January 2008.

Wotif.com Holdings Limited 2009 Annual Report 17

 the year in review

strategy to establish a significant business in We also expect our flights business to make a
those Asian markets targeted by the Group. We larger contribution to the Group in the coming
will continue to seek opportunities to grow our years, with planned enhancements to our
share of these and other international markets flights booking engine. The first stage of these
through online marketing, partnerships and enhancements was released in July 2009, and
acquisition opportunities where they arise. further initiatives will be released in the course of
FY2010.

Figure 2. Online sales of accommodation in Australia

12,000

10,579
10,210
10,000 9,778
9,258

8,697
8,251
Million (AUD)

8,000 7,705 7,794

7,632
6,986

6,000

4,000

2,000
1,330
953
516 684
232 305 391
57 111 152
0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Calendar year
Value of accommodation booked online Total value of all accommodation booked

Source: 1999-2008 Euromonitor International from official sources

Figure 3. Online sales as % of total accommodation sales in Australia

35
4,500

4,000 30

3,500
25
Million (AUD)

3,000
Percent

20
2,500

2,000 15

1,500
10

1,000
5
500

0
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009(F) 2010(F) 2011(F) 2012(F) 2013(F)

Calendar year

Value of accommodation booked online Online as a percentage of total accommodation spend

Sources: 2000-2008 Euromonitor International from official sources;

2009-2013 Euromonitor International estimates

18 Wotif.com Holdings Limited 2009 Annual Report

Board of

Directors
 Board of directors

Dick McIlwain Graeme Wood

(age 62) (age 62)
Chairman Executive Director

Dick joined the Board as Non-executive Graeme created the concept of Wotif.com in
Chairman on 3 April 2006. He is Chairman of 2000. He has been a Director since its inception
the Company’s Nomination and Remuneration (24 May 2000), and was Managing Director until
Committee. October 2007.

Dick has been Managing Director and Chief Graeme’s background is in information
Executive of Tatts Group Limited since the technology with more than 30 years’ experience
Tattersall’s/UNiTAB merger in October 2006. He in the field of information systems and software
had been the Chief Executive of UNiTAB Limited development, beginning with NCR and later with
since 1989 and Managing Director since 1999. IBM. His career as an entrepreneur began in the
early 1980s with the first of several technology
Prior to joining UNiTAB, he held senior company start-ups. Graeme is also founder and
operational roles at Australian Airlines (now the Executive Director of Wild Mob, and is on the
domestic arm of Qantas). Boards of Plugger.com.au Pty Ltd (the operator
of news aggregator Wotnews) and the University
Dick is the Non-executive Chairman of Super of Queensland Endowment Fund. In his role as
Cheap Auto Group Limited (since 19 May 2004) an Executive Director of the Company, Graeme
and is a Fellow of the Australian Institute of is focused on developing new business concepts
Company Directors. He holds a Bachelor of Arts and promoting the business.
from the University of Queensland.
Graeme holds a Bachelor of Economics and
The Board has determined that Dick is an Masters of Information Systems from the
Independent Director. University of Queensland.

Robbie Cooke Andrew Brice

(age 43) (age 66)

Group Chief Executive Officer Non-executive Director
and Managing Director

Robbie joined the Company in January 2006, Andrew was appointed to the Board on 24
initially as the Chief Operating Officer, before May 2000 as a Non-executive Director. He is
taking the reins as Group Chief Executive Officer a member of the Company’s Audit and Risk
and Managing Director in October 2007. Committee.

Prior to joining the Company, Robbie was the Andrew has had a successful career as a
Strategist and General Counsel at UNiTAB chartered accountant. During this time he
Limited, a position he held for 6 years. Prior to worked as an auditor at the accounting firm
UNiTAB, he held commercial, corporate finance Arthur Andersen and went on to build his own
and legal roles at Santos, HSBC James Capel accounting practice, AH Jackson & Co, from a
and MIM Holdings Limited. sole trader to an established four-partner firm.

He has a Bachelor of Commerce and a Bachelor He graduated from the University of Queensland
of Laws (Hons), both from the University of with a Bachelor of Commerce, and is a fellow of
Queensland, and is a member of Chartered the Institute of Chartered Accountants.
Secretaries Australia, of the Institute of Chartered
Secretaries and Administrators, and of the
Australian Institute of Company Directors.

20 Wotif.com Holdings Limited 2009 Annual Report

 Board of directors

Neil Cumming
Ben Smith (age 65)
Executive Director to
25 June 2009,
(age 44) Non-executive Director from
Non-executive Director 25 June 2009

Ben heads the corporate advisory department Neil was appointed to the Board on 26 March
of Investec Bank (Australia) Limited, and was 2008 following the Company’s acquisition of Asia
appointed to the Wotif Group Board as a Non- Web Direct (HK) Limited. Neil founded the Asia
executive Director on 3 April 2006. He is the Web Direct business in 1993.
Chairman of the Company’s Audit and Risk
Committee and a member of the Nomination Neil brings a wealth of experience to the
and Remuneration Committee. Company, having lived in Asia for over 20 years,
including 16 years successfully operating the
Ben has 20 years’ experience in corporate Asia Web Direct online accommodation booking
finance and corporate advisory across the service. Neil has an IT systems background
gaming, media, telecommunications, technology, and was the co-founder and Managing Director
property and hospitality sectors, advising of Enterprise Airtime Systems Limited in the
companies in relation to mergers, acquisitions, UK, which operated an online computerised
equity capital markets and private raisings, and reservation system for television commercials.
corporate strategy. He has worked as a director In his more than 40 years of computer
in the corporate advisory group of Macquarie industry experience, Neil has been involved in
Bank and, prior to that, in London with Hill programming, system design, management and
Samuel Bank’s corporate finance and mergers strategic planning.
and acquisitions groups.
Ben has a Bachelor of Science in Economics
(Hons) majoring in Accounting and Finance
from the London School of Economics and has
various industry qualifications, including the
Securities Institute Diploma.
The Board has determined that Ben is an
Independent Director.

Dave Warneke
(age 51)
Non-executive Director

Dave joined the Board on 27 November 2006

as a Non-executive Director. He is a member of
the Company’s Nomination and Remuneration
Committee and its Audit and Risk Committee.

Dave was Managing Partner of Ernst & Young

Consulting in Australia and CEO of Cap Gemini
in Australia and New Zealand. He was also a
member of Cap Gemini’s Asia Pacific management
team responsible for the strategic direction and
operational execution of Cap Gemini’s business
across the region. Dave has over 27 years’
experience across a variety of industries including
IT, financial services, professional services, and
construction and mining.

Dave is a fellow of the Australian Institute of

Company Directors.

The Board has determined that Dave is an

Independent Director.

Wotif.com Holdings Limited 2009 Annual Report 21

 Corporate
Governance
The Wotif.com Holdings Limited Board responsibility for the management of the Group’s
recognises the importance of good corporate business and affairs.
governance and establishing the accountability
of the Board and management. The Wotif The Board is responsible for:
Group is committed to best practice in the area ●● overseeing the Group including:
of corporate governance and considers its
governance framework to be consistent with the –– overseeing the Group’s systems of internal
ASX Corporate Governance Council’s Corporate control and accountability and the systems
Governance Principles and Recommendations for monitoring compliance; and
(second edition)28. Our corporate governance
–– overseeing identification and management
statements relate to those principles and any of significant business risks;
exceptions to those principles are identified
below. ●● monitoring the Group’s financial performance,
including adopting annual budgets and
The corporate governance principles and approving the Group’s financial statements;
practices adopted by the Group are summarised
below and are centred on the Board, Board ●● approving and monitoring the progress
committees and the principles that govern their of major capital expenditure, capital
management, and acquisitions and
interaction with, and overseeing of, management.
divestments;
Additional information with respect to the Group’s
corporate governance approach can be found ●● input into and approving the Group’s goals
in the following documents available in the and strategic direction;
Corporate Governance section on the Group’s
website (www.wotifgroup.com): ●● reviewing and ratifying the Group’s risk
management system, internal compliance and
●● Wotif Group Board Charter; control systems, codes of conduct and legal
compliance;
●● Wotif Group Audit and Risk Committee
Charter; ●● selecting and (where appropriate) removing
the Managing Director and reviewing the
●● Wotif Group Nomination and Remuneration performance of senior management; and
Committee Charter;
●● ratifying the appointment and (where
●● Wotif Group Communication and Disclosure appropriate) removal of the Chief Financial
Policy; Officer and the Company Secretary.
●● Wotif Group Share Dealing Policy; The Board has adopted a written charter that
identifies the functions reserved to the Board.
●● Wotif Group Code of Conduct; and
Day-to-day management of the operations of
●● Wotif Group Risk Management Policy. the Group vests in the Managing Director, who,
together with the executive team, is accountable
to the Board.
BOARD OF DIRECTORS –
ROLE OF THE BOARD COMPOSITION AND REVIEW
The Board is responsible for the overall corporate OF THE BOARD
governance of the Wotif Group. The Board
recognises the need for the highest standards of The Board is currently comprised of seven
behaviour and accountability. The Board has final Directors, of whom:

28. Subject to the Board’s composition not being comprised of a majority of Independent Directors – see explanation in section
titled Independence on page 23.

22 Wotif.com Holdings Limited 2009 Annual Report

 CORPORATE GOVERNANCE

●● three (Dick McIlwain (Chairman), Ben Smith opportunity to participate in Board and
and Dave Warneke) are Non-executive, Committee meetings. The Committee was
Independent Directors (see Independence satisfied in relation to each of these matters;
section);
●● considered the independence (or non-
●● two (Andrew Brice and Neil Cumming29) are independence) of all Directors.
Non-executive Directors, however are not
considered to be independent as a result of The Committee and the Board qualitatively
their shareholding levels in the Company; and reviewed the contribution that the Chairman
(who will resign and offer himself for re-election
●● two (Robbie Cooke and Graeme Wood) at the 2009 Annual General Meeting) had made
hold their position in an Executive capacity to the Board during his tenure. The Committee
and consequently are not considered to be
and the Board considered that the Chairman’s
independent.
skills, experience, expertise, and strategic and
The term of office held by each Director is set out independent decision-making continued to meet
in the section titled Board of Directors on pages the requirements of the Group. The Committee
19 to 21 together with their applicable skills, and the Board determined that, in light of such
experience and expertise. review, it would support the renomination of
the Chairman. The Chairman did not attend or
The Board’s composition is subject to review in participate in either of these reviews.
the following ways:
●● The Company’s Constitution provides that INDEPENDENCE
each Director must retire from office no later
than the longer of the third Annual General The Board has adopted the independence
Meeting or 3 years following the Director’s definition suggested by the ASX Corporate
last election or reappointment. Each retiring Governance Council in its publication, Corporate
Director under the Constitution is eligible for Governance Principles and Recommendations
re-election. (2nd edition). Under the terms of that definition,
●● Each retiring Director’s performance three of the Directors (namely Dick McIlwain, Ben
is reviewed by the Nomination and Smith and Dave Warneke) are considered by the
Remuneration Committee and, following Board to be independent. Directors are required
this review, that Committee makes a to provide all relevant information to enable a
recommendation to the Board as to whether regular assessment of the independence of
the Board should support the renomination of each Director to be made. If a Director ceases
that Director. to qualify as an Independent Director, this will be
disclosed immediately to the market.
●● The composition of the Board is
reviewed annually by the Nomination and The Board recognises that it is not currently
Remuneration Committee or the full Board
comprised of a majority of Independent Directors.
to ensure that it has available an appropriate
mix of skills and experience to ensure the The Group’s expansion into Asia and the
interests of shareholders are served. acquisition of Asia Web Direct (HK) Limited
resulted in the appointment of Neil Cumming
In the reporting period, the Nomination and to the Board. Neil Cumming is considered to
Remuneration Committee undertook a review bring a wealth of experience to the Board not
of the Board’s performance (including its only from his 16 years of successfully operating
committees and individual Directors). This a South East Asian online accommodation
review process was facilitated by the Chairman booking service, but also from his IT systems
of the Committee and was contributed to by all background. The Board considers that its present
Committee members. In undertaking this review, composition still allows for critical, quality,
the Committee: expedient and independent decision-making in
the best interests of the Group on all relevant
●● examined the mix of skills, qualifications issues.
and experience and expertise held by the
Board collectively and its committees and The Board (and each individual Director) is
considered that mix was appropriate for the entitled to seek independent professional advice
Board and its committees to discharge their at the Company’s expense (subject to the
duties;
reasonableness of the costs and Board consent)
●● considered each Board member’s access in the conduct of their duties for the Wotif.com
to Group information, access to the CEO, Holdings Limited Board.
access to management team and the

29. Neil Cumming is the founder of Asia Web Direct (HK) Limited. He retired from his executive management role within the Group
in June 2009.

Wotif.com Holdings Limited 2009 Annual Report 23

 CORPORATE GOVERNANCE

MEETINGS OF THE BOARD ●● to assist in ensuring that appropriate

remuneration policies are in place which are
The Board met on 11 occasions in the reporting designed to meet the needs of the Group
period. Details of individual attendance at Board and to enhance corporate and individual
meetings, and of Board Committees, can be performance.
found on page 29 of this report.
This Committee is charged with undertaking an
annual assessment of the effectiveness of the
NON-EXECUTIVE Board as a whole, and of individual Directors
retiring and re-nominating for appointment to
DIRECTORS’ the Board. This review was undertaken in the
REMUNERATION reporting period (see Composition and Review of
the Board at pages 22 and 23).
Non-executive Directors are remunerated by
way of fees (which may be in the form of cash,
non-cash benefits, superannuation contributions Audit and Risk Committee
or equity). They do not: This Committee met five times during the
●● participate in schemes designed for the reporting period. Each Committee member’s
remuneration of executives; or attendance at meetings is set out on page 29.
Under its Charter, this Committee must have
●● receive options or bonus payments. Non- at least three members, a majority of whom
executive Directors of the Company are not must be Independent Directors and all of whom
provided with retirement benefits other than must be Non-executive Directors. Currently
statutory superannuation. the members of this Committee are Ben Smith
(Committee Chairman), Andrew Brice and Dave
BOARD COMMITTEES Warneke. The qualifications and experience of
the members of this Committee are set out in the
The Board has established two Committees (both section titled Board of Directors on pages 19 to
of which operate pursuant to written charters 21. The main functions of the Committee are to
available at www.wotifgroup.com), namely: provide ongoing assurance in the areas of:
●● the Nomination and Remuneration ●● financial administration and reporting;
Committee; and
●● audit control and independence; and
●● the Audit and Risk Committee.
●● risk overseeing and management, and
These Board Committees support the full Board internal controls.
and essentially act in a review and advisory
capacity in matters that require a more intensive The primary role of this Committee is to assist
review. This section gives an overview of the the Board in the review and overseeing of:
Company’s Committees.
●● the integrity of the Company’s financial
reporting;
Nomination and Remuneration
Committee ●● the Group’s risk management and internal
controls; and
This Committee met twice during the reporting
period. Each Committee member’s attendance ●● the Group’s system of compliance with
at meetings is set out on page 29. Under its laws and regulations, internal compliance
Charter, this Committee must have at least guidelines, policies, procedures and control
three members, a majority of whom must be systems, and prescribed internal standards of
behaviour.
Independent Directors. Currently the members
of this Committee are Dick McIlwain (Committee This Committee is charged with making
Chairman), Ben Smith and Dave Warneke. The recommendations on the appointment of the
main functions of the Committee are: Company’s external auditors and for reviewing
●● to establish procedures for the selection and their effectiveness. In carrying out this activity the
recommendation of candidates suitable for Committee is guided by the following principles:
appointment to the Board;
●● the audit partner must be a registered
●● to assist in ensuring that an appropriate mix company auditor and be a member of an
of skills, experience and expertise is held by accredited professional body;
Board members;
●● the audit partner and any audit team member
●● to assist in ensuring that the Board is must not be a Director or officer charged with
comprised of individuals who are best able to the governance of the Company, or have a
discharge the responsibilities of a Director; business relationship with the Company or
and any officer of the Company;

24 Wotif.com Holdings Limited 2009 Annual Report

 CORPORATE GOVERNANCE

●● the audit team shall not include a person who business, and that an appetite for risk should,
has been a former officer of the Company in appropriate cases, be encouraged. Our
during that year; overriding risk management approach is to seek
to maintain an acceptable balance between risk
●● the external auditor must have actual and
perceived independence from the Company and return to maximise long-term shareholder
and shall confirm their independence to the value.
Board;
The Board has delegated the direct review of risk
●● the work is to be undertaken by people with management to the Audit and Risk Committee,
an appropriate level of seniority, skill and which comprises two Independent Directors.
knowledge; and As part of its role, that Committee reviews the
effectiveness of the Group’s risk management
●● the external auditor is not to provide non-audit system annually. The Group’s risk management
services under which they assume the role
system includes maintaining a documented
of management, become an advocate for the
Company or audit their own work. business continuity and risk management
framework that the Group uses to identify, rate,
The Board requires that the audit partner and the monitor and report on material business risks.
independent review partner rotate at least every
5 years with a minimum 3 year period before Material business risk categories that are
being reappointed to the Company’s audit team. addressed by the Group’s risk management
system include operations, human resources,
information technology and intellectual property,
RISK MANAGEMENT product management and growth, marketing and
brand, finance, strategic, reputational, legal, and
The Board is responsible for overseeing the market-related risks.
Group’s systems of internal control and risk
management. The Board has established a The Risk Management Policy and the Wotif
Risk Management Policy (available at Group’s risk management framework will be
www.wotifgroup.com) which addresses the reviewed at least annually by the Executive
overseeing by the Board and management of Management Team, the Audit and Risk
material business risks relevant to the Wotif Committee and the Board to review their
Group. As stated in the Policy, the Company’s effectiveness and to ensure their continued
philosophy is to manage risks in a balanced way, application and relevance.
recognising that an element of risk is inevitable
when operating a diverse and innovative The Executive Management Team has
responsibility for implementing the risk
management systems and internal controls
within the Group. The Management Team is also
integral to identifying the risks in the Group’s
operations and activities. Monitoring of risks, risk
management and compliance is undertaken by
management and overseen by the Audit and Risk
Committee.

In addition, the Wotif Group has in place a

control environment to manage material risks to
its operations, comprising the following elements:
●● defined management responsibilities and
organisational structure;
●● written delegations of authority with respect to
authority limits for approvals for expenditure;
●● the Group operates within an annual budget
approved by the Board and provides the
Board with monthly reporting of performance
against budget;
●● internal management questionnaire system
for legal and regulatory compliance;
●● the Group’s various production systems being
hosted in specialised third party facilities that
provide leading-edge security services to
minimise the risk of intrusion; and

Wotif.com Holdings Limited 2009 Annual Report 25

 CORPORATE GOVERNANCE

●● the Wotif.com site’s operations being In making this statement, the Managing Director
supported by an offsite disaster recovery and Chief Financial Officer indicated to the Board
site (that has been tested under simulated that:
load, but has not been placed into a live
environment). ●● in their opinion, the Company’s risk
management and internal compliance and
Management has reported to the Board that the control systems are operating efficiently and
Group’s management of its material business effectively in all material respects in relation
risks was effective during the reporting period. to financial reporting risks based on the risk
management framework adopted by the
Company;
FINANCIAL REPORTING ●● in their opinion, the statement is founded
on a sound system of risk management and
The Group’s financial report preparation and internal compliance and control systems
approval process for the 2009 financial year which implement the policies adopted by the
involved the Managing Director and Chief Board; and
Financial Officer providing a declaration to the
Board on 26 August 2009 that, in their opinion: ●● nothing has come to their attention since the
end of the reporting period that would indicate
●● the financial records of the Company have any material change to the statements above.
been properly maintained in accordance with
the Corporations Act 2001;
ETHICAL STANDARDS –
●● the financial statements and notes thereto for CODE OF CONDUCT
the financial year comply with the accounting
standards are in accordance with the The Board recognises the need to observe the
Corporations Act 2001 and provide a true highest standards of corporate practice and
and fair view in all material respects of the business conduct. Accordingly, the Board has
Company’s financial condition and operational adopted a formal Code of Conduct to be followed
results; and by all Group employees and officers. The key
●● there are reasonable grounds to believe that aspects of this Code are:
the Company will be able to pay its debts as
●● to provide the best experience for our
and when they become due and payable.
customers;
●● to act with honesty, integrity and fairness;
●● to act in accordance with the law; and
●● to use the Group’s resources and property
appropriately.

26 Wotif.com Holdings Limited 2009 Annual Report

 CORPORATE GOVERNANCE

REMUNERATION POLICIES ●● 1 January up to and including the day on

which the half year results are released; and
AND PRACTICES
●● 1 July up to and including the day on which
As stated above, the Nomination and the full year results are released.
Remuneration Committee is charged with
ensuring that the Group has appropriate In addition, a Director or employee of the Group:
remuneration policies designed to meet the ●● must not enter into transactions in products
needs of the Group and to enhance corporate associated with shares or options in
and individual performance. The broad Wotif.com Holdings Limited that operate
remuneration policy is to ensure remuneration to limit the economic risk to such security
packages properly reflect the person’s duties, holdings; and
responsibilities and performance, and are
●● must not trade in shares, options or
competitive in attracting, retaining and motivating
derivatives of Wotif.com Holdings Limited for
people of the highest quality. short-term gain and, accordingly, trading in
these same shares, options or derivatives
Employees, including the Managing Director
within a 12-month period is prohibited.
and specified executives, may receive bonuses
based on the achievement of specific goals. In all instances, a Director or employee of the
Such bonuses may include options over ordinary Group must not deal (or procure another to deal)
shares. More detail on the Group’s remuneration in shares, options or derivatives of Wotif.com
practices can be found on pages 30 to 39. Holdings Limited at any time that he or she has
non-public, price-sensitive information.
The Company has established in accordance
with shareholder approval the Executive Share
Option Plan and the Employee Share Plan to INFORMATION
assist in the attraction, retention and motivation
of employees and senior management within the
DISCLOSURE AND
Group. More detail is provided on pages 35 to 37. SHAREHOLDER
Non-executive Directors do not receive any COMMUNICATION
performance-related remuneration and are not
The Group has in place a written policy with
provided with retirement benefits other than
respect to its continuous disclosure
statutory superannuation.
obligations and procedures, and its
The Group has adopted a formalised process communication with shareholders (available
for reviewing the performance of the Managing at www.wotifgroup.com). The Board seeks to
Director and each member of the Executive ensure that the Company’s shareholders are
Management Team. During the reporting period provided with sufficient information to assess
the Managing Director’s performance was the performance of the Group. In addition to the
reviewed by the Nomination and Remuneration Annual Report, the Group uses its website to
Committee against performance measures communicate with its shareholders. The Group’s
relating to the prior reporting period. During website provides electronic access to the latest
the reporting period the performance of each and past annual reports, all ASX releases, share
executive manager was individually reviewed price information, presentation material and
by the Managing Director against defined notification of upcoming events.
performance measures relating to the prior
Shareholders may direct questions to the Board
reporting period.
and its external auditors at the Annual General
Meeting. The Company requires its external
DEALING IN SHARES auditors to attend its Annual General Meeting.

The Group has adopted a written policy with

respect to the dealing in shares by Directors and
employees of the Group.

The policy reinforces the Corporations Act 2001

prohibitions on insider trading and use of non-
public, price-sensitive information. Under this
Policy, Directors and employees must not buy or
sell shares, options or derivatives in Wotif.com
Holdings Limited during the following “black-out”
periods:

Wotif.com Holdings Limited 2009 Annual Report 27

 Directors’ Report
Your Directors present their report on the
Company consisting of Wotif.com Holdings
REVIEW OF OPERATIONS
Limited (the Company) and the entities it AND RESULTS
controlled at the end of, or during, the year
The Company’s net profit after tax for the year
ended 30 June 2009 (collectively the Group).
ended 30 June 2009 was $43.5 million (FY2008:
$34.5 million).
DIRECTORS
A review of the operations of the Company and
The Directors of the Company at any time during its business during the financial year and the
the financial year and up to the date of this report results of those operations are set out on pages
are: 4 to 18 inclusive.
Richard Douglas McIlwain Director since 3 April 2006 Except as disclosed above, information as to
(Chairman)
the business strategies and prospects for future
Robert Michael Sean Cooke Director since 23 October 2007
(Managing Director) financial years has not been included in this
Graeme Thomas Wood Director since 24 May 2000 report, because the Directors believe it would be
Robert Andrew Creeth Brice Director since 24 May 2000 likely to result in unreasonable prejudice to the
Anthony Benjamin Reynolds Smith Director since 3 April 2006 Company.
David Ernest Warneke Director since 27 November 2006
Neil Anderson Cumming Director since 26 March 2008
ENVIRONMENTAL
The continuing Directors’ qualifications and DISCLOSURE
experience are detailed on pages 19 to 21 under
the heading Board of Directors and those pages The operations of the Company and its
are incorporated in and form part of this report. controlled entities (see Note 19 on page 74) (the
Consolidated Entity) are not subject to any
particular or significant environmental regulation
COMPANY SECRETARY under any law of the Commonwealth of Australia
or any of its States or Territories.
Sean Phillip Simmons is the Company Secretary
of Wotif.com Holdings Limited and has been The Consolidated Entity has not incurred any
since 22 September 2008. Sean has previously liability (including any liability for rectification
held positions with Amazon.com (senior costs) under any environmental legislation.
corporate counsel) and Clayton Utz (senior
associate). Sean is admitted as a solicitor of
the Supreme Court of Queensland. He holds DIVIDENDS
a Bachelor of Commerce, a Bachelor of Law
(Hons) and a Masters of Law (Technology & The Company declared a final dividend in
Intellectual Property) from the University of respect of the 2009 financial year of 11 cents per
Queensland. He is an affiliate of Chartered share. The dividend will be paid on 13 October
Secretaries Australia, and is currently completing 2009 (total final dividend amount fully franked
a Graduate Diploma in Company Secretarial $22,922,905).
Practice. The table below shows the fully franked
dividends of the Company that have been paid,
PRINCIPAL ACTIVITIES declared or recommended since the end of the
preceding financial year.
The Group’s principal activity during the course
of the financial year was the provision of online
travel booking services.

Dividend Record date Payment date Amount per Total dividend Franked
security amount per
security
2008 final dividend 10 September 2008 13 October 2008 9 cents $18,729,490 9 cents
2009 interim dividend 6 March 2009 27 March 2009 6.5 cents $13,535,928 6.5 cents
2009 final dividend 18 September 2009 13 October 2009 11 cents $22,922,905 11 cents

28 Wotif.com Holdings Limited 2009 Annual Report

 directors’ report

SIGNIFICANT CHANGES IN INSURANCE OF DIRECTORS

THE STATE OF AFFAIRS AND OFFICERS
In the opinion of the Directors, there were no During the financial year, the Company paid
significant changes in the state of affairs of the premiums for directors’ and officers’ liability
Consolidated Entity during the financial year insurance in respect of Directors and officers,
under review not otherwise disclosed in this including executive officers of the Company and
report or the Consolidated Financial Statements. Directors, executive officers and secretaries
of its controlled entities as permitted by the
Corporations Act 2001. This insurance cover
MATTERS SUBSEQUENT extends to costs and liabilities arising from claims
TO THE END OF THE against the Company regarding the Prospectus
document dated 24 April 2006 and the Bidders’
FINANCIAL YEAR Statement relating to the takeover of travel.com.au
The Directors are not aware of any matters Limited dated 7 November 2007. The terms of
or circumstances not otherwise dealt with the policy prohibit disclosure of details of the
in this report or the Consolidated Financial insurance cover and premiums.
Statements that have arisen since the end of
the financial year that have significantly affected DIRECTORS’ INTERESTS
or may significantly affect the operations
of the Consolidated Entity, the results of The relevant interest of each Director in the
those operations or the state of affairs of the share capital of the Company and its controlled
Consolidated Entity in future financial years. entities at the date of this report is as follows:
Name Fully paid Options over
LIKELY DEVELOPMENTS R D McIlwain*
ordinary shares
500,000
ordinary shares
Nil
AND EXPECTED RESULTS R M S Cooke 71,500 2,300,000

OF OPERATIONS G T Wood
A B R Smith*
49,161,000
150,000
Nil
Nil
Information as to the likely developments in R A C Brice* 35,500,000 Nil
the operations of the Consolidated Entity is D E Warneke* 135,000 Nil
N A Cumming* 2,881,763 Nil
set out under the heading Managing Director’s
Report (see pages 4 to 18). Except as so * These relevant interests include superannuation fund,
disclosed, information on likely developments trust, joint and other ownership structures, as appropriate.
in the Consolidated Entity’s operations in future
financial years and the expected results of
those operations have not been included in this Directors’ meetings
report because the Directors believe it would be
likely to result in unreasonable prejudice to the The number of Directors’ meetings (and meetings
Consolidated Entity. of Committees of Directors) and number of
meetings attended by each of the Directors of the
Company during the financial year were:
INDEMNIFICATION Name Board of Audit Nomination and
Directors and Risk Remuneration
Pursuant to the Constitution of the Company, Committee Committee
all Directors and Company Secretaries (past A B A B A B
and present) have been indemnified against all R D McIlwain 11 11 1 1 2 2
liabilities allowed under the law. The Company R M S Cooke 11 11 - - - -
has entered into agreements with each of its G T Wood 11 10 - - - -
Directors, the Managing Director, the Chief A B R Smith 11 11 5 5 2 2
Financial Officer, the Chief Information Officer R A C Brice 11 11 5 5 - -
and the Company Secretary to indemnify those D E Warneke 11 11 4 4 2 2
parties against all liabilities to another person N A Cumming 11 10 - - - -
that may arise from their position as Directors
or other officer of the Company or its controlled Column A indicates the number of meetings held
entities to the extent permitted by law. The during the financial year while the Director was a
member of the Board or Committee and which the
agreement stipulates that the Company will meet
Director was entitled to attend.
the full amount of any such liabilities, including
reasonable legal costs and expenses. Column B indicates the number of meetings
attended by the Director during the financial year
while the Director was a member of the Board or
Committee.

Wotif.com Holdings Limited 2009 Annual Report 29

 Directors’ report

REMUNERATION REPORT 2. Variable (at risk) remuneration: Comprised

of potential participation in a bonus pool, an
(audited) option scheme and a bonus share scheme.
The Remuneration Report of the Company is set
out in the sections below: Bonus pool
The bonus pool is comprised of two
Section A - Principles used to determine components:
the nature and amount of remuneration;
(a) The first component of the pool is
Section B - Details of remuneration;
created when revenue in a financial
Section C - Contractual arrangements; year exceeds the annual budget set
prior to the commencement of the
Section D - Share-based compensation; relevant financial year. An additional
and amount will be added to or subtracted
from the bonus pool where the related
Section E - Additional information. operational expenses vary from the
The information provided in this remuneration expense budget. This component of the
report has been audited as required by section bonus pool focuses senior executives
308(3C) of the Corporations Act 2001. on outperforming revenue budgets and
controlling costs in areas over which they
exercise control.
Section A – Principles
used to determine the (b) A second component of the bonus pool
is established with reference to the
nature and amount of movement in the Group’s earnings per
remuneration share. This component of the bonus pool
is designed to align senior executives’
Remuneration policy remuneration with improvements to, or
declines in, the earnings that establish
The approach by the Group to remuneration is to the capacity of the Company to pay
ensure that remuneration packages: dividends to shareholders.
●● properly reflect each individual’s duties and
The Nomination and Remuneration
responsibilities;
Committee determines the allocation of
●● are competitive in attracting, retaining and the bonus pool between senior executives
motivating staff of the highest quality; and and other employees who have made
●● are appropriate for the results delivered so as a significant contribution to the Group’s
to uphold the interests of shareholders. performance during the year. It is considered
that the “at risk” bonus pool aligns executive
The Board has established a Nomination and performance with shareholder returns.
Remuneration Committee which is charged with The bonus pool provides a short-term
establishing and reviewing the remuneration incentive in relation to years where the
policies of the Group. An overview of the Group outperforms, however provides no,
functions of the Committee is set out on page 24. or low, participation in periods where the
A copy of the Charter of the Committee can be performance is less satisfactory.
found at www.wotifgroup.com.

Option scheme
Remuneration structure – senior
executives The Board uses equity as part of its
remuneration approach and this has taken
Remuneration of senior executives of the Group the form of the issue of options to executives
is comprised of two elements: under the Executive Share Option Plan.
Participation in the plan is at the Board’s
1. Fixed remuneration: Senior executives
discretion and no individual has a contractual
are offered a competitive base pay that
right to participate in the plan or receive any
comprises the fixed component of pay and
guaranteed benefits.
rewards. External market data obtained from
national remuneration surveys is used to The Board reviews the use of options from
ensure base pay is set to reflect the market time to time. It is considered that options are
for a comparable role. Base pay for senior an effective long-term incentive that (due
executives is reviewed annually to ensure to the performance hurdles) strongly aligns
that it is competitive with the market. executives with shareholder interests.

30 Wotif.com Holdings Limited 2009 Annual Report

 directors’ report

Any future grant of options will be determined The Board’s policy is to remunerate Non-
by the Board having regard to the limits on executive Directors at market rates for
the number of options that may be issued comparable companies having regard to the time
under the Executive Share Option Plan and commitments and responsibilities assumed.
the Company’s overall remuneration policies.
Any allocation of options to individual
executives will be determined by the
Section B – Details of
Nomination and Remuneration Committee remuneration
having regard to the individual’s performance
and position. The following persons, along with the Non-
executive Directors, were the key management
personnel having authority and responsibility for
Bonus share scheme planning, directing and controlling the activities
The Company has in place the Employee of the Company, directly or indirectly, during the
Share Plan under which shares to a value of financial year:
$1,000 may be granted to employees for no
cash consideration. This plan was approved ●● R M S Cooke – Group Chief Executive Officer
at a General Meeting of Shareholders on & Managing Director;
10 April 2006. ●● G T Wood – Executive Director;
Employees who have been continuously ●● N A Cumming – Executive Director (from
employed by the Group for a period of at 27 March 2008 to 25 June 2009);
least 12 months are eligible to participate in
the plan. Shares issued under the plan may ●● C A Dawson – Chief Financial Officer;
not be sold until the earlier of 3 years after
●● A M Ross – Chief Information Officer.
issue or cessation of employment.

The maximum number of shares each In addition:

participant may receive is $1,000 divided by ●● J Eawsakul;
the weighted average closing price of
Wotif.com Holdings Limited’s shares on the ●● S W Moorhead; and
ASX on the 5 trading days prior to the date
●● H Demetriou,
of offer to eligible employees. The Board,
having regard to the performance of the are executives whose remuneration must be
Group, the cost to the Company in making a disclosed under the Corporations Act 2001 as
grant and the Group’s overall remuneration being included within the five highest Group and/
policies, will determine any future grant or Company remunerated executives.
under the Employee Share Plan.
Details of the remuneration of the Directors, the
Remuneration approach – key management personnel and the five most
Non-executive Directors highly remunerated executives of the Group
and/or Company are set out in the tables on the
The Company’s Non-executive Directors are following pages.
remunerated from a maximum aggregate amount
as determined by shareholders (currently
$600,000 in total—fixed at the General Meeting
of Shareholders on 10 April 2006). This amount
excludes payments for extra services such as
membership of Board Committees and is divided
amongst all Non-executive Directors. Members
of Board Committees have elected to receive
no additional payments for these extra services.
Current rates paid to Non-executive Directors
(inclusive of superannuation) are:

Chairman – $163,500 p.a.

Non-executive Director – $87,200 p.a.

R A C Brice has elected to receive no Board fees.

There are no termination payments to Non-

executive Directors on retirement from office
other than payments relating to their accrued
superannuation entitlements.

Wotif.com Holdings Limited 2009 Annual Report 31

32
Short-term benefits Post-employment Long-term Equity Total30 Percentage of remuneration that consists of:
benefits benefits

Base cash Performance Non-monetary Super- Termination Long service Options32 Employee Fixed Bonus (short Options (long
salary & fees31 related benefits annuation benefits leave bonus remuneration term incentive) term incentive)
remuneration - shares33
cash bonus $
$ $ $ $ $ % % %
FY2009 Directors’ Remuneration
Non-executive Directors
R D McIlwain 150,000 - - 13,500 - - - - 163,500 100% 0% 0%
A B R Smith 80,000 - - 7,200 - - - - 87,200 100% 0% 0%
R A C Brice - - - - - - - - - - - -
D E Warneke 80,000 - - 7,200 - - - - 87,200 100% 0% 0%
Sub-total Non-executive
Directors 310,000 - - 27,900 - - - - 337,900
Executive Directors
R M S Cooke 635,317 500,000 - 14,369 - 7,637 545,866 - 1,703,189 39% 29% 32%

Wotif.com Holdings Limited 2009 Annual Report

G T Wood 90,000 - - 8,100 - - - - 98,100 100% 0% 0%
N A Cumming 206,250 - 334 5,284 - - - - 211,868 100% 0% 0%
Sub-total Executive 931,567 500,000 334 27,753 - 7,637 545,866 - 2,013,157
Directors
Total 1,241,567 500,000 334 55,653 - 7,637 545,866 - 2,351,057
FY2008 Directors’ Remuneration
Non-executive Directors
R D McIlwain 156,249 - - 14,062 - - - - 170,311 100% 0% 0%
Directors’ report

A B R Smith 82,500 - - 7,424 - - - - 89,924 100% 0% 0%

R A C Brice - - - - - - - - - - - -
D E Warneke 82,500 - - 7,424 - - - - 89,924 100% 0% 0%
Sub-total
Non-executive Directors 321,249 - - 28,910 - - - - 350,159
Executive Directors
R M S Cooke 574,843 200,000 - 13,239 - 2,368 500,172 - 1,290,622 45% 16% 39%
G T Wood 120,812 - - 10,873 - - - - 131,685 100% 0% 0%
N A Cumming 57,935 5,514 322 356 - - - 64,127 93% 7% 0%
Sub-total 753,590 205,514 322 24,468 - 2,368 500,172 - 1,486,434
Executive Directors
Total 1,074,839 205,514 322 53,378 - 2,368 500,172 - 1,836,593
30. Decrease in Directors' remuneration (other than the Managing Director) is due to change in pay cycle composition (i.e. change from 4 weeks in arrears to 2 weeks in advance and 2 weeks in arrears). Fees
have remained unchanged from FY2008 to FY2009.
31. Non-executive Directors’ remuneration represents fees in connection with attending Board meetings and Board Committee meetings.
32. No options were granted to Directors in the financial year. No options were outstanding to Directors other than the Managing Director during the financial year.
33. Refers to shares issued pursuant to the Employee Share Plan.
 Short-term benefits Post-employment Long-term Equity Total Percentage of remuneration
benefits benefits that consists of:
Base cash Performance Non-monetary Super- Termination Long service Options35 Employee Fixed Bonus Options
salary & fees related benefits annuation benefits leave bonus shares36 remuneration (short term (long term
remuneration - incentive) incentive)
cash bonus34
$ $ $ $ $ $ % % %
FY2009 Executive Remuneration
C A Dawson 238,756 28,000 - 13,745 - 766 80,141 - 361,408 70% 8% 22%
A M Ross 183,486 65,000 - 20,642 - 3,703 20,829 - 293,660 71% 22% 7%
J Eawsakul 195,067 17,101 20,139 6,866 - - 20,008 - 259,181 78% 14% 8%
S W Moorhead 163,991 30,000 - 16,411 - 1,437 20,331 - 232,170 78% 13% 9%
H Demetriou 150,107 16,000 - 12,377 - 5,176 16,673 - 200,333 84% 8% 8%
Total 931,407 156,101 20,139 70,041 - 11,082 157,982 - 1,346,752
FY2008 Executive Remuneration
C A Dawson 185,596 28,000 - 13,705 - 409 80,529 - 308,239 65% 9% 26%
C Meehan37 63,766 - - 19,120 155,804 - - - 238,690 100% 0% 0%
A M Ross 142,699 50,000 - 12,455 - 1,246 11,122 - 217,522 72% 23% 5%
G R Luck 149,783 20,000 - 13,480 - 387 22,244 - 205,894 79% 10% 11%
S W Moorhead 130,951 20,000 - 11,507 - 1,138 22,244 - 185,840 77% 11% 12%
P J Young38 115,103 - - 3,491 22,157 - 33,367 - 174,118 81% 0% 19%
Total 787,898 118,000 - 73,758 177,961 3,180 169,506 - 1,330,303
directors’ report

Directors’ and officers’ liability insurance has not been included in the above figures as it is not possible to determine an appropriate allocation basis.

34. Performance bonus vested to the employee with respect to the financial year.
35. Represents the fair value of options expensed by the Company that were issued under the Executive Share Option Plan (for more detail refer to pages 35 to 39).
36. Represents the value of bonus shares issued pursuant to the Company Employee Share Plan (for more details refer to page 31).
37. Separated from the Group on 18 April 2008.
38. Separated from the Group on 6 September 2007. Mr Young entered into a 12 month consultancy agreement with the Company following separation from the Group for the provision of services and

Wotif.com Holdings Limited 2009 Annual Report

received $76,310 for these consultancy services in FY2008.

33
 Directors’ report

Section C – Contractual arrangements

The table below sets out details of the contracts of employment with the Managing Director, the key
management personnel and the five most highly remunerated executives of the Group and/or Company:

Name Position Employed by Term Termination by Termination by

Company employee
G T Wood Executive Wotif.com Rolling term The employer may terminate The employee may
Director Holdings the employment agreement terminate the employment
Limited on 60 days’ notice (in which agreement on 60 days’
case no right to a severance notice (in which case
payment arises) no right to a severance
payment arises)

N A Cumming Executive Asia Web Rolling term The employer may terminate The employee may
Director (to Direct Co. Ltd the employment on 90 days’ terminate the employment
25 June 2009) and Asia Web written notice (in which case on 90 days’ written notice
Direct (HK) Ltd no right to a severance (in which case no right to a
payment arises) severance payment arises)

R M S Cooke Group Chief Wotif.com Pty 22 January The employer may terminate The employee may
Executive Ltd 2011 the employment agreement terminate the employment
Officer and without cause at any time (in agreement on 6 months’
Managing which case the employee is notice (in which case
Director entitled to 12 months’ fixed no right to a severance
remuneration) payment arises)

C A Dawson Chief Wotif.com Pty Rolling term The employer may terminate The employee may
Financial Ltd the employment agreement terminate the employment
Officer without cause at any time agreement on 8 weeks’
(in which case the employee notice (in which case
is entitled to 6 months’ fixed no right to a severance
remuneration) payment arises)

A M Ross Chief Wotif.com Pty Rolling term The employer may terminate The employee may
Information Ltd the employment agreement terminate the employment
Officer without cause at any time agreement on 8 weeks’
(in which case the employee notice (in which case
is entitled to 6 months’ fixed no right to a severance
remuneration) payment arises)

S W Moorhead Executive Wotif.com Pty Rolling term The employer may terminate The employee may
General Ltd the employment agreement terminate the employment
Manager with cause at any time agreement on 8 weeks’
– User without notice (in which notice (in which case
Experience & case no right to a severance no right to a severance
Innovation payment arises) payment arises)

H Demetriou Executive travel.com.au Rolling term The employer may terminate The employee may
General Limited the employment agreement terminate the employment
Manager with cause at any time agreement on 8 weeks’
– Flights without notice (in which notice (in which case
Business Unit case no right to a severance no right to a severance
payment arises) payment arises)

J Eawsakul Executive Asia Web Rolling term The employer may terminate The employee may
General Direct Co., Ltd the employment on 90 days’ terminate the employment
Manager written notice (in which case on 90 days’ written notice
– Asian no right to a severance (in which case no right to a
Business Unit payment arises) severance payment arises)

34 Wotif.com Holdings Limited 2009 Annual Report

 directors’ report

Section D – Share- The grant dates of the Packages 3 to 6

options are as follows:
based compensation
Package 3 19 March 2007
Options Package 4 22 October 2007
Package 5 4 July 2008
The Company has undertaken six issues of
Package 6 30 June 2009
options under the Executive Share Option
Plan, the major terms of which are as follows ●● Exercise conditions:
(Directors, excluding the Managing Director, did
not participate in these issues): In respect of the Package 1 options, the
performance criteria are as follows:
●● Vesting date and exercise price:
–– for the first tranche, achieving Prospectus
In respect of 1,500,000 options originally forecast earnings per share for FY2006
granted (Package 1), the options vest in three (this condition has been satisfied);
equal tranches on 2 December 2006, –– for the second tranche, achieving
3 December 2007 and 3 December 2008 and Prospectus forecast earnings per share for
have an exercise price of $2.00 per option; FY2007 (this condition has been satisfied);
and
In respect of 2,883,000 options originally
–– for the third tranche, achieving earnings
granted (Package 2), the options vest in five
per share growth in FY2008 10% above
equal tranches on 1 October 2007 and each the earnings per share forecast in the
anniversary of that date and have an exercise Prospectus for FY2007 (this condition has
price of $2.00 per option; been satisfied).
In respect of 390,000 options originally In respect of the Package 2 options, the
granted (Package 3), the options vest in five performance criteria are as follows:
equal tranches on 1 October 2008 and each
anniversary of that date and have an exercise –– for the first tranche, achieving Prospectus
forecast earnings per share for FY2007
price of $4.20 per option;
(this condition has been satisfied); and
In respect of 800,000 options originally –– for the second tranche (and each
granted (Package 4), the options vest in successive tranche), achieving compound
three tranches (200,000 on 22 October 2009, annual earnings per share growth of 10%
200,000 on 22 October 2010 and 400,000 on over Prospectus forecast earnings per
22 October 2011) and have an exercise price share for FY2007.
of $4.75 per option; In respect of the Package 3 options, the
performance criteria are as follows:
In respect of 1,815,000 options originally
granted (Package 5), the options vest in three –– for the first tranche, achieving earnings per
tranches (603,987 on 1 November 2011, share of 10.34 cents; and
604,002 on 1 November 2012, and 607,011 –– for the second tranche (and each
on 1 November 2013) and have an exercise successive tranche), achieving compound
price of $2.92 per option; annual earnings per share growth of 10%
over 10.34 cents.
In respect of 1,468,000 options originally
granted (Package 6), the options vest in three In respect of the Package 4 options, the
tranches (489,307 on 1 November 2012, performance criteria are as follows:
489,339 on 1 November 2013, and 489,354 –– for the first tranche, achieving earnings per
on 1 November 2014) and have an exercise share of 16.453 cents;
price of $4.43 per option.
–– for the second tranche, achieving earnings
●● Grant date: per share of 18.510 cents; and

In accordance with AASB 2 Share-based –– for the third tranche, achieving earnings
Payment, the Company has calculated the per share of 20.823 cents.
fair value of the Package 1 and 2 options as In respect of the Package 5 options, the
at a grant date of 10 April 2006 (being the performance criteria are as follows:
date of shareholder approval of the Executive
Share Option Plan). Formal option certificates –– for each tranche, achieving compound
were issued on 24 July 2006 that reflected annual earnings per share growth of 15%
undertakings made to relevant employees to over FY2008 earnings per share.
issue such options prior to the admission of
In respect of the Package 6 options, the
the Company to the Official List of the ASX
performance criterion is as follows:
(which occurred in June 2006).

Wotif.com Holdings Limited 2009 Annual Report 35

 Directors’ report

–– for each tranche, achieving compound Details of options over ordinary shares in the
annual earnings per share growth of 10% Company as provided to each Director and
over FY2009 earnings per share. each of the key management personnel are
In respect of Packages 1 to 6 options, if the set out below.
performance criteria for a tranche are not met, Name Number of options Number of options
but subsequently the performance criteria granted during the year vested during the year
for a later tranche are met, then the tranche FY2009 FY2008 FY2009 FY2008
with the earlier vesting date will vest as if the Directors
performance criteria had been met. In respect R D McIlwain - - - -
of Packages 1, 3, 4, 5 and 6 options, if there R M S Cooke - 800,000 500,000 500,000
is a change in control of the Company after G T Wood - - - -
its admission to the Official List of ASX, any N A Cumming - - - -
options that have not vested will immediately R A C Brice - - - -
vest. A B R Smith - - - -
D E Warneke - - - -
Lapsing date: Key management personnel and other Group executives
C A Dawson 120,000 - 50,000 -
The lapse dates for the respective option
A M Ross 150,000 - 20,000 20,000
packages are: J Eawsakul 170,000 - - -
S W Moorhead 90,000 - 40,000 40,000
Package Lapse date
H Demetriou 160,000 - - -
Package 1 3 December 2010
Package 2 31 December 2011 The assessed fair value at grant date of options
Package 3 31 December 2012 granted to the above individuals is allocated
equally over the period from grant date to
Package 4 31 December 2011
vesting date and the amount is included in the
Package 5 31 December 2013 remuneration tables above. Fair values at grant
Package 6 31 December 2014 date are independently determined using a
binomial option pricing model taking into account
Value: the exercise price, the term of the option, the
vesting and performance criteria, the impact of
The value per option at grant date is as set dilution, the non-tradeable nature of the option,
out below: the share price at grant date and expected price
volatility of the underlying share, the expected
Package Tranche and vesting date Fair value dividend yield, and the risk-free interest rate for
Package 1 Tranche 1 2 December 2006 $0.4282 the term of the option.
Tranche 2 3 December 2007 $0.4589
Tranche 3 3 December 2008 $0.4820 Details of ordinary shares in the Company
Package 2 Tranche 1 1 October 2007 $0.4829 provided as a result of the exercise of options
Tranche 2 1 October 2008 $0.5047 to each Director and other key management
Tranche 3 1 October 2009 $0.5202 personnel of the Group and/or Company are set
Tranche 4 1 October 2010 $0.5300 out below:
Tranche 5 1 October 2011 $0.5351
Package 3 Tranche 1 1 October 2008 $0.9966 Name Date of Number of ordinary Amount
Tranche 2 1 October 2009 $1.0519 exercise of shares issued on paid per
Tranche 3 1 October 2010 $1.0995 options in the exercise of options ordinary
year during the year share on
Tranche 4 1 October 2011 $1.1391 exercise of
Tranche 5 1 October 2012 $1.1713 option*
Package 4 Tranche 1 22 October 2009 $1.8350 FY2009 FY2008 FY2009
Tranche 2 22 October 2010 $1.9100 Directors
Tranche 3 22 October 2011 $1.9750 Nil N/A Nil Nil N/A
Package 5 Tranche 1 1 November 2011 $0.6930 Key management personnel and other Group executives
Tranche 2 1 November 2012 $0.6990 C A Dawson N/A Nil Nil N/A
Tranche 3 1 November 2013 $0.6972 A M Ross N/A Nil 20,000 N/A
Package 6 Tranche 1 1 November 2012 $1.4400 J Eawsakul N/A Nil Nil N/A
Tranche 2 1 November 2013 $1.4800 H Demetriou N/A Nil Nil N/A
Tranche 3 1 November 2014 $1.5100 S W Moorhead 24 April 2009 30,000 40,000 $2.00

Options granted under the plan carry no * No amounts are unpaid on any share issued on exercise
of option.
dividend or voting rights.

When exercisable, each option is convertible

into one ordinary share.

36 Wotif.com Holdings Limited 2009 Annual Report

 directors’ report

A Director or employee of the Group: Section E – Additional

●● must not enter into transactions in products information
associated with shares or options in Wotif.com
Holdings Limited that operate to limit the Company performance
economic risk to such security holdings; and
The remuneration policies implemented since
●● must not trade in shares, options or the Company’s formation are considered to
derivatives of Wotif.com Holdings Limited for have contributed to the growth in the Company’s
short-term gain and, accordingly, trading in profits and shareholder returns by aligning
these same shares, options or derivatives remuneration with the performance of the
within a 12-month period is prohibited. Company. In particular, the policies implemented
have assisted in driving net profit after tax from
$12.0 million in FY2005 to $43.5 million in
FY2009 as shown in Figure 4 and earnings per
share growth as shown in Figure 5. Since listing
in June 2006 at an issue price of $2.00, Wotif.com
Holdings Limited’s shares have increased in
value by 135% to $4.70 as at 30 June 2009
Figure 4. NPAT CAGR since listing ($2.82 as at 30 June 2008) as shown in Figure 6.

50

45 43.5

40
34.5
35
Million (AUD)

30
26.4
25

20
16.5
15 12.0
10

0
FY2005 FY2006 FY2007 FY2008 FY2009

Figure 5. Earnings per Share CAGR since listing

24
22 20.91
20
18 16.81
16
Cents (AUD)

14 12.99
12
10
8.13
8
5.92
6
4
2
0
FY2005 FY2006 FY2007 FY2008 FY2009

Figure 6. Share price since listing

6.5

5.5
Share Price (AUD)

4.5

3.5

2.5

2
02-Jun-06 20-Feb-07 07-Nov-07 30-Jul-08 20-Apr-09

Wotif.com Holdings Limited 2009 Annual Report 37

 Directors’ report

Options
For each grant of options included in the tables on page 36, the percentage of the grant that vested in
the financial year and the percentage that was forfeited because the performance criteria were not met,
is as set out below. No options will vest if the performance criteria as set out on pages 35 and 36 are
not met, hence the minimum value of options yet to vest is Nil.
Options
Name Option Vested Forfeited Financial Minimum total Maximum total
package and years in which value of grant value of grant
year granted options may yet to vest yet to vest*
vest $ $
R M S Cooke Package 1 100% 0% N/A N/A
FY2006
Package 4 0% 0% FY2010 Nil 367,000
FY2008 FY2011 382,000
FY2012 790,000
C A Dawson Package 3 20% 0% FY2010 Nil 52,595
FY2007 FY2011 54,975
FY2012 56,955
FY2013 58,565
Package 5 0% 0% FY2012 Nil 22,869
FY2009 FY2013 23,067
FY2014 32,885
Package 6 0% 0% FY2013 Nil 9,599
FY2009 FY2014 9,867
FY2015 10,067
A M Ross Package 2 40% 0% FY2010 Nil 10,404
FY2006 FY2011 10,600
FY2012 10,702
Package 5 0% 0% FY2012 Nil 22,869
FY2009 FY2013 23,067
FY2014 23,705
Package 6 0% 0% FY2013 Nil 23,999
FY2009 FY2014 24,667
FY2015 25,167
J Eawsakul Package 5 0% 0% FY2012 Nil 34,650
FY2009 FY2013 34,950
FY2014 34,860
Package 6 0% 0% FY2013 Nil 9,599
FY2009 FY2014 9,867
FY2015 10,067
S W Moorhead Package 2 40% 0% FY2010 Nil 20,808
FY2006 FY2011 21,200
FY2012 21,404
Package 5 0% 0% FY2012 Nil 9,240
FY2009 FY2013 9,320
FY2014 9,296
Package 6 0% 0% FY2013 Nil 23,999
FY2009 FY2014 24,667
FY2015 25,167
H Demetriou Package 5 0% 0% FY2012 Nil 28,875
FY2009 FY2013 29,125
FY2014 29,050
Package 6 0% 0% FY2013 Nil 16,799
FY2009 FY2014 17,267
FY2015 17,617
* The maximum value of each option yet to vest has been determined as the total number of options to vest multiplied by the fair
value of each option at grant date.

38 Wotif.com Holdings Limited 2009 Annual Report

 directors’ report

Further details relating to options are set out The market price of Wotif.com Holdings Limited’s
below: shares at 30 June 2009 was $4.70.
A B C D
Name Remuneration Value Value at Value at ROUNDING OF AMOUNTS
consisting of at grant exercise lapse date
options date date The Company is of a kind referred to in
$ $ $ Australian Securities and Investments
R D McIlwain 0% - - - Commission Class Order 98/0100 and in
A B R Smith 0% - - -
accordance with that Class Order amounts in this
D E Warneke 0% - - -
report and in the accompanying financial report
R A C Brice 0% - - -
have been rounded off to the nearest thousand
G T Wood 0% - - -
dollars unless otherwise indicated.
N A Cumming 0% - - -
R M S Cooke 32% - - -
C A Dawson 22% 108,354 - - PROCEEDINGS ON BEHALF
A M Ross
J Eawsakul
7%
8%
143,474
133,993
-
-
-
-
OF THE Company
S W Moorhead 9% 132,316 56,700 - No proceedings have been brought on behalf of
H Demetriou 8% 138,733 - - the Company nor has any application been made
in respect of the Company under section 237 of
A = The percentage of the value of the Corporations Act 2001.
remuneration consisting of options, based
on the value of options expensed during
the current year. AUDITORS
B = The value at grant date calculated in Ernst & Young continues in office in accordance
accordance with AASB 2 Share-based with section 327 of the Corporations Act 2001.
Payment of options granted during the year
as part of remuneration. AUDITORS’ INDEPENDENCE
C = The value at exercise date of options that DECLARATION
were granted as part of remuneration and
were exercised during the year, being the In accordance with section 307C of the
intrinsic value of the options at that date. Corporations Act 2001, the Directors have
received a declaration from Ernst & Young
D = The value at lapse date of options that in the form required under that section. The
were granted as part of remuneration and declaration is set out on page 41 and that page is
that lapsed during the year, because a incorporated in, and forms part of, this report.
vesting condition was not satisfied. The
value is determined at the time of lapsing
but assuming the condition was satisfied.
NON-AUDIT SERVICES
The amounts paid or payable by the Company
Bonus shares to Ernst & Young, being the auditors of the
Company for non-audit services provided during
No shares were issued under the Company’s the 2009 financial year, were as follows:
Employee Share Plan in the reporting period.
Description of Amount paid
non-audit service or payable
Unissued shares Tax Nil
As at the date of this report and at the reporting Accounting advices Nil
date, there were 7,515,200 unissued ordinary
Total Nil
shares under options.

Given that no fees were paid or payable by

Shares issued as a the Company to Ernst & Young for non-audit
result of exercise of services, the Directors are satisfied that:
options ●● there were no non-audit services which
compromised Ernst & Young’s auditor
During the financial year, employees and
independence requirements under the
executives have exercised options to acquire Corporations Act 2001; and
284,600 fully paid shares in the Company at a
weighted average exercise price of $2.00. The ●● there was no issue arising surrounding the
above amount includes 70,000 options exercised compatibility of non-audit services with the
by Directors, key management personnel and the general standard of independence for auditors
top five remunerated personnel. imposed by the Corporations Act 2001.

Wotif.com Holdings Limited 2009 Annual Report 39

 Directors’ report

This report is made in accordance with a resolution of the Directors of Wotif.com Holdings Limited made
on 26 August 2009.

Dick McIlwain
Chairman

Robbie Cooke
Group Chief Executive Officer and Managing Director

40 Wotif.com Holdings Limited 2009 Annual Report

Auditor’s Independence
Declaration

Wotif.com Holdings Limited 2009 Annual Report 41

 Financial Report
to Shareholders

Income Statement.......................................................................................43
Balance Sheet.............................................................................................44
Cash Flow Statement.................................................................................45
Statement of Changes in Equity................................................................46
Notes to the Financial Statements............................................................48
1. Corporate information......................................................................48
2. Summary of significant accounting policies..................................48
3. Revenue and expense......................................................................62
4. Income tax.........................................................................................63
5. Dividends paid or provided for on ordinary shares.......................65
6. Current assets – cash and cash equivalents.................................65
7. Current assets – trade and other receivables................................66
8. Non-current assets – receivables...................................................66
9. Non-current assets – investments in controlled entities..............66
10. Non-current assets – property, plant and equipment....................67
11. Non-current assets – intangible assets and goodwill...................68
12. Current liabilities – trade and other payables................................70
13. Interest bearing liabilities................................................................71
14. Provisions.........................................................................................71
15. Contributed equity............................................................................71
16. Reserves............................................................................................72
17. Related party disclosures................................................................73
18. Cash Flow Statement reconciliation...............................................73
19. Subsidiaries......................................................................................74
20. Business combinations...................................................................75
21. Deed of Cross Guarantee.................................................................76
22. Financial risk management objectives and policies......................78
23. Financial instruments.......................................................................81
24. Segment information........................................................................82
25. Earnings per share...........................................................................83
26. Auditors’ remuneration....................................................................84
27. Contingent liabilities........................................................................84
28. Commitments for expenditure.........................................................84
29. Key management personnel............................................................85
30. Share-based payment plans............................................................87
31. Events after balance date................................................................90
Directors’ Declaration.................................................................................91
Independent Auditors’ Report...................................................................92

42 Wotif.com Holdings Limited 2009 Annual Report

$$$ Financial Statements

Income Statement
For the Year ended 30 June 2009
Note Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Total Transaction Value 992,501 743,698 - -

Accommodation revenue 109,294 83,455 - -

Flights and other revenue 3 9,526 5,589 32,266 28,731
Interest received and receivable 3 2,486 4,952 9 -
Total revenue 121,306 93,996 32,275 28,731

Advertising and marketing expenses 11,670 9,986 - -

Business development expenses 10,758 5,751 - -
Operations and administration expenses 3 36,686 29,306 101 2
Total expenses 59,114 45,043 101 2
Profit before income tax 62,192 48,953 32,174 28,729
Income tax expense 4 18,665 14,501 (82) (67)
Net profit 43,527 34,452 32,256 28,796

2009 2008
EARNINGS PER SHARE Note
per share per share
Basic earnings per share 25 20.91 cents 16.81 cents
Diluted earnings per share 25 20.73 cents 16.63 cents

The accompanying notes form part of these financial statements.

Wotif.com Holdings Limited 2009 Annual Report 43

 $$$ Financial Statements

Balance Sheet
As at 30 June 2009
Note Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
CURRENT ASSETS
Cash and cash equivalents 6 101,761 60,159 134 175
Trade and other receivables 7 4,276 5,206 - -
Total current assets 106,037 65,365 134 175

NON-CURRENT ASSETS
Deferred income tax asset 4 9,623 8,321 7,400 7,673
Receivables 8 134 107 134 107
Available for sale investment 939 833 - -
Investments in controlled entities 9 - - 99,212 98,053
Property, plant and equipment 10 9,157 7,353 - -
Intangible assets and goodwill 11 87,825 87,284 3 -
Total non-current assets 107,678 103,898 106,749 105,833
Total assets 213,715 169,263 106,883 106,008

CURRENT LIABILITIES
Trade and other payables 12 134,385 103,874 76,754 77,061
Interest bearing liabilities 13 105 109 - -
Income tax payable 3,745 5,119 3,856 4,216
Provisions 14 1,125 1,051 - -
Total current liabilities 139,360 110,153 80,610 81,277

NON-CURRENT LIABILITIES
Interest bearing liabilities 13 146 233 - -
Deferred income tax liabilities 4 2,678 2,678 - -
Provisions 14 364 233 - -
Total non-current liabilities 3,188 3,144 - -
Total liabilities 142,548 113,297 80,610 81,277

Net assets 71,167 55,966 26,273 24,731

EQUITY
Contributed equity 15 22,890 22,321 22,890 22,321
Retained earnings 43,531 32,270 367 376
Reserves 16 4,746 1,375 3,016 2,034
Total equity 71,167 55,966 26,273 24,731

The accompanying notes form part of these financial statements.

44 Wotif.com Holdings Limited 2009 Annual Report

$$$ Financial Statements

Cash Flow Statement

For the Year ended 30 June 2009

Note Consolidated Parent Entity

2009 2008 2009 2008
$’000 $’000 $’000 $’000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST) 1,083,717 811,716 - -
Payments to suppliers and employees (inclusive of GST) (984,427) (755,962) (86) (2)
Dividends received - - 32,266 28,731
Interest received 2,480 5,035 9 -
Borrowing costs (41) - (41) -
Income taxes paid (20,318) (14,510) - -
Net cash flows from operating activities 18(a) 81,411 46,279 32,148 28,729

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment (3,631) (2,242) - -
Payments for web development (4,214) (3,905) - -
Payment for intangibles (38) - (4) -
Acquisition of subsidiary/investment, net of cash acquired (3,189) (55,849) (3,189) (73,056)
Secured loan advanced - (107) - (107)
Unsecured loan repayment received - 364 - -
Unsecured loan received - - 2,701 72,410
Net cash flows from investing activities (11,072) (61,739) (492) (753)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares 569 916 569 916
Dividends paid (32,266) (28,731) (32,266) (28,731)
Proceeds from borrowings - 94 - -
Lease payments (109) (61) - -
Net cash flows from financing activities (31,806) (27,782) (31,697) (27,815)

Net increase in cash held 38,533 (43,242) (41) 161

Net foreign exchange differences 3,069 (962) - -
Cash and cash equivalents at beginning of year 60,159 104,363 175 14
Cash and cash equivalents at end of year 18(b) 101,761 60,159 134 175

The accompanying notes form part of these financial statements.

Wotif.com Holdings Limited 2009 Annual Report 45

 $$$ Financial Statements

Statement of Changes in Equity

For the Year ended 30 June 2009
Consolidated Contributed Employee Foreign Investment Retained Total Equity
Equity Equity Currency Reserve Earnings
Benefits Translation
Reserve Reserve
$’000 $’000 $’000 $’000 $’000 $’000
At 1 July 2008 22,321 2,034 (542) (117) 32,270 55,966
Foreign currency - - 1,173 - - 1,173
translation differences
Fair value movement - - - 106 - 106
Income tax - 1,142 - (32) - 1,110
Total income and expense - 1,142 1,173 74 - 2,389
for the year recognised
directly in equity
Net profit for the year - - - - 43,527 43,527
Total income/expense for - 1,142 1,173 74 43,527 45,916
the year

Equity transactions:
Dividends paid - - - - (32,266) (32,266)
Share-based payment - 982 - - - 982
Shares issued 569 - - - - 569
At 30 June 2009 22,890 4,158 631 (43) 43,531 71,167

For the Year ended 30 June 2008

Consolidated Contributed Employee Foreign Investment Retained Total Equity
Equity Equity Currency Reserve Earnings
Benefits Translation
Reserve Reserve
$’000 $’000 $’000 $’000 $’000 $’000
At 1 July 2007 1,846 1,088 (10) (35) 26,549 29,438
Foreign currency - - (532) - - (532)
translation differences
Fair value movement - - - (117) - (117)
Income tax - - - 35 - 35
Total income and expense - - (532) (82) - (614)
for the year recognised
directly in equity
Net profit for the year - - - - 34,452 34,452
Total income/expense for - - (532) (82) 34,452 33,838
the year

Equity transactions:
Dividends paid - - - - (28,731) (28,731)
Share-based payment - 946 - - - 946
Shares issued 20,475 - - - - 20,475
At 30 June 2008 22,321 2,034 (542) (117) 32,270 55,966

The accompanying notes form part of these financial statements.

46 Wotif.com Holdings Limited 2009 Annual Report

$$$ Financial Statements

For the Year ended 30 June 2009

Parent Entity Contributed Employee Equity Retained Total Equity
Equity Benefits Reserve Earnings
$’000 $’000 $’000 $’000

At 1 July 2008 22,321 2,034 376 24,731

Total income and expense for the year recognised - - - -

directly in equity
Net profit for the year - - 32,256 32,256
Total income/expense for the year - - 32,256 32,256

Equity transactions:
Dividends paid - - (32,265) (32,265)
Share-based payment - 982 - 982
Shares issued 569 - - 569
At 30 June 2009 22,890 3,016 367 26,273

For the Year ended 30 June 2008

Parent Entity Contributed Employee Equity Retained Total Equity
Equity Benefits Reserve Earnings
$’000 $’000 $’000 $’000

At 1 July 2007 1,846 1,088 311 3,245

Total income and expense for the year recognised - - - -

directly in equity
Net profit for the year - - 28,796 28,796
Total income/expense for the year - - 28,796 28,796

Equity transactions:
Dividends paid - - (28,731) (28,731)
Share-based payment - 946 - 946
Shares issued 20,475 - - 20,475
At 30 June 2008 22,321 2,034 376 24,731

The accompanying notes form part of these financial statements.

Wotif.com Holdings Limited 2009 Annual Report 47

 $$$ Notes to the Financial Statements

1. Corporate information
The financial report of Wotif.com Holdings Limited (the Company) for the year ended 30 June 2009 was
authorised for issue in accordance with a resolution of Directors made on 26 August 2009.
Wotif.com Holdings Limited is a company limited by shares incorporated in Australia, whose shares are
publicly traded on the Australian Securities Exchange.
The Company’s (and its controlled entities’ — see Note 19) (the Consolidated Entity or Group)
operations and principal activity is the provision of online travel booking services.
Wotif.com Holdings Limited is the ultimate Australian parent and the ultimate parent in the Consolidated
Entity.

2. Summary of significant accounting policies

(a) Basis of accounting
The financial report is a general purpose financial report, which has been prepared in accordance with
the requirements of the Corporations Act 2001 and applicable Australian Accounting Standards and
other mandatory professional reporting requirements. It has been prepared on a historical cost basis,
except for available-for-sale investments, which have been measured at fair value. The financial report
is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000)
unless otherwise stated under the option available to the Company under ASIC Class Order 98/0100.
The Company is an entity to which the Class Order applies.

(b) Statement of compliance

The financial report complies with Australian Accounting Standards, as issued by the Australian
Accounting Standards Board, and International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board.
Certain new accounting standards and interpretations have been published that are not mandatory for
30 June 2009 reporting periods. The Company’s assessment of the impact of these new standards and
interpretations is set out below.

48 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Reference Title Summary Application Impact on Company Application

Date of Financial Report Date for
Standard* Company*
AASB Int. 16 Hedges of a Net This Interpretation requires that the hedged 1 October 2008 On the basis of the review 1 July 2009
Investment in a risk in a hedge of a net investment in a conducted, the Group has
Foreign Operation foreign operation is the foreign currency determined that there will be
risk arising between the functional currency no material impact on the
of the net investment and the functional financial report.
currency of any parent entity. This also
applies to foreign operations in the form of
joint ventures, associates or branches.
AASB Int. 17 and Distributions of The Interpretation outlines how an entity 1 July 2009 As the Group does not 1 July 2009
AASB 2008-13 Non-cash Assets should measure distributions of assets, currently distribute any non-
to Owners and other than cash, as a dividend to its owners cash assets, it is not expected
consequential acting in their capacity as owners. This to have any impact on the
amendments to applies to transactions commonly referred Group’s financial report.
Australian Accounting to as spin-offs, split-offs or demergers and
Standards AASB 5 in-specie distributions.
and AASB 110
AASB Int. 18 Transfers of Assets This Interpretation provides guidance on the Applies On the basis of the review 1 July 2009
from Customers transfer of assets such as items of property, prospectively conducted, the Group has
plant and equipment or transfers of cash to transfer of determined that there will be
received from customers. The Interpretation assets from no material impact on the
provides guidance on when and how an customers financial report.
entity should recognise such assets and received on
discusses the timing of revenue recognition or after 1 July
for such arrangements and requires that 2009
once the asset meets the condition to be
recognised at fair value, it is accounted for
as an ‘exchange transaction’.
Once an exchange transaction occurs the
entity is considered to have delivered a
service in exchange for receiving the asset.
Entities must identify each identifiable
service within the agreement and recognise
revenue as each service is delivered.
AASB 8 and AASB Operating Segments New Standard replacing AASB 114 Segment 1 January 2009 AASB 8 is a disclosure 1 July 2009
2007-3 and consequential Reporting, which adopts a management standard so will have no
amendments to reporting approach to segment reporting. direct impact on the amounts
other Australian included in the Group’s
Accounting financial statements, although
Standards it may indirectly impact the
level at which goodwill is
tested for impairment. In
addition the amendments
may have an impact on the
Group’s segment disclosures.
AASB 123 (Revised) Borrowing Costs The amendments to AASB 123 require 1 January 2009 The amendments to 1 July 2009
and AASB 2007-6 and consequential that all borrowing costs associated with a AASB 123 require that all
amendments to qualifying asset be capitalised. borrowing costs associated
other Australian with a qualifying asset be
Accounting capitalised. The Group has no
Standards borrowing costs associated
with qualifying assets and as
such the amendments are not
expected to have any impact
on the Group’s financial
report.

Wotif.com Holdings Limited 2009 Annual Report 49

 $$$ Notes to the Financial Statements

Reference Title Summary Application Impact on Company Application

Date of Financial Report Date for
Standard* Company*
AASB 101 (Revised), Presentation of Introduces a statement of comprehensive 1 January 2009 These amendments are 1 July 2009
AASB 2007-8 and Financial Statements income. only expected to affect the
AASB 2007-10 and consequential Other revisions include impacts on the presentation of the Group’s
amendments to presentation of items in the statement financial report and will not
other Australian of changes in equity, new presentation have a direct impact on the
Accounting requirements for restatements or measurement and recognition
Standards reclassifications of items in the financial of amounts disclosed in
statements, changes in the presentation the financial report. The
requirements for dividends and changes to Group has not determined
the titles of the financial statements. at this stage whether to
present a single statement of
comprehensive income or two
separate statements.
AASB 2008-1 Amendments The amendments clarify the definition of 1 January 2009 The Group has share-based 1 July 2009
to Australian “vesting conditions”, introducing the term payment arrangements.
Accounting Standard “non-vesting conditions” for conditions However application of this
– Share-based other than vesting conditions as specifically standard is not expected
Payments: Vesting defined and prescribe the accounting to affect the accounting for
Conditions and treatment of an award that is effectively the Group’s share based
Cancellations cancelled because a non-vesting condition payments.
is not satisfied.
AASB 2008-2 Amendments to The amendments provide a limited 1 January 2009 On the basis of the review 1 July 2009
Australian Accounting exception to the definition of a liability so conducted, the Group has
Standards – Puttable as to allow an entity that issues puttable determined that there will be
Financial Instruments financial instruments with certain specified no material impact on the
and Obligations features, to classify those instruments as financial report.
arising on Liquidation equity rather than financial liabilities.
AASB 3 (Revised) Business The revised Standard introduces a number 1 July 2009 This is different to the Group 1 July 2009
Combinations of changes to the accounting for business current accounting policy
combinations, the most significant of which is set out in Note 2(t)
which includes the requirement to have to below and will be applied
expense transaction costs and a choice (for for any future business
each business combination entered into) to combinations.
measure a non-controlling interest (formerly
a minority interest) in the acquiree either at
its fair value or at its proportionate interest
in the acquiree’s net assets. This choice
will effectively result in recognising goodwill
relating to 100% of the business (applying
the fair value option) or recognising goodwill
relating to the percentage interest acquired.
The changes apply prospectively.
AASB 127 (Revised) Consolidated and There are a number of changes arising 1 July 2009 On the basis of the review 1 July 2009
Separate Financial from the revision to AASB 127 relating conducted, the Group has
Statements to changes in ownership interest in a determined that there will be
subsidiary without loss of control, allocation no material impact on the
of losses of a subsidiary and accounting financial report.
for the loss of control of a subsidiary.
Specifically in relation to a change in the
ownership interest of a subsidiary (that
does not result in loss of control), such
a transaction will be accounted for as an
equity transaction.
AASB 2008-3 Amendments to Amending Standard issued as a 1 July 2009 Refer to AASB 3 Above 1 July 2009
Australian Accounting consequence of revisions to AASB 3 and
Standards arising AASB 127. Refer above.
from AASB 3 and
AASB 127

50 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Reference Title Summary Application Impact on Company Application

Date of Financial Report Date for
Standard* Company*
AASB 2008-5 Amendments to The improvements project is an annual 1 January 2009 On the basis of the review 1 July 2009
Australian Accounting project that provides a mechanism for conducted, the Group has
Standards arising making non-urgent, but necessary, determined that there will be
from the Annual amendments to IFRSs. The IASB has no material impact on the
Improvements separated the amendments into two financial report.
Project parts: Part 1 deals with changes the IASB
identified resulting in accounting changes;
Part II deals with either terminology or
editorial amendments that the IASB believes
will have minimal impact.
This was the first omnibus of amendments
issued by the IASB arising from the Annual
Improvements Project and it is expected
that going forward, such improvements
will be issued annually to remove
inconsistencies and clarify wording in the
standards.
The AASB issued these amendments in two
separate amending standards; one dealing
with the accounting changes effective from
1 January 2009 and the other dealing with
amendments to AASB 5, which will be
applicable from 1 July 2009 (refer below
AASB 2008-6).
AASB 2008-6 Further Amendments This was the second omnibus of 1 July 2009 On the basis of the review 1 July 2009
to Australian amendments issued by the IASB arising conducted, the Group has
Accounting from the Annual Improvements Project. determined that there will be
Standards arising Refer to AASB 2008-5 above for more no material impact on the
from the Annual details. financial report.
Improvements
Project
AASB 2008-7 Amendments to The main amendments of relevance to 1 January 2009 On the basis of the review 1 July 2009
Australian Accounting Australian entities are those made to conducted, the Group has
Standards – Cost of AASB 127 deleting the “cost method” and determined that there will be
an Investment in a requiring all dividends from a subsidiary, no material impact on the
Subsidiary, Jointly jointly controlled entity or associate to be financial report.
Controlled Entity or recognised in profit or loss in an entity’s
Associate separate financial statements (i.e., parent
company accounts). The distinction
between pre- and post-acquisition profits is
no longer required. However, the payment
of such dividends requires the entity to
consider whether there is an indicator of
impairment.
AASB 127 has also been amended to
effectively allow the cost of an investment
in a subsidiary, in limited reorganisations, to
be based on the previous carrying amount
of the subsidiary (that is, share of equity)
rather than its fair value.
AASB 2008-8 Amendments to The amendment to AASB 139 clarifies how 1 July 2009 On the basis of the review 1 July 2009
Australian Accounting the principles underlying hedge accounting conducted, the Group has
Standards – Eligible should be applied when (i) a one-sided risk determined that there will be
Hedged Items in a hedged item is being hedged and (ii) no material impact on the
inflation in a financial hedged item existed financial report.
or was likely to exist.

Wotif.com Holdings Limited 2009 Annual Report 51

 $$$ Notes to the Financial Statements

Reference Title Summary Application Impact on Company Application

Date of Financial Report Date for
Standard* Company*
AASB 2009-2 Amendments to The main amendment to AASB 7 requires Annual On the basis of the review 1 July 2009
Australian Accounting fair value measurements to be disclosed reporting conducted, the Group has
Standards by the source of inputs, using the following periods determined that there will be
– Improving three-level hierarchy: beginning on or no material impact on the
Disclosures about – quoted prices (unadjusted) in active after 1 January financial report.
Financial Instruments markets for identical assets or liabilities 2009 that end
(AASB 4, AASB 7, (Level 1); on or after 30
AASB 1023 & AASB – inputs other than quoted prices April 2009.
included in Level 1 that are observable
1038)
for the asset or liability, either directly
(as prices) or indirectly (derived from
prices) (Level 2); and
– inputs for the asset or liability that are
not based on observable market data
(unobservable inputs) (Level 3).
These amendments arise from the issuance
of Improving Disclosures about Financial
Instruments (Amendments to IFRS 7) by the
IASB in March 2009.
The amendments to AASB 4, AASB 1023
and AASB 1038 comprise editorial changes
resulting from the amendments to AASB 7.
AASB 2009-4 Amendments to The amendments to some Standards result 1 July 2009 On the basis of the review 1 July 2009
Australian Accounting in accounting changes for presentation, conducted, the Group has
Standards arising recognition or measurement purposes, determined that there will be
from the Annual while some amendments that relate to no material impact on the
Improvements terminology and editorial changes are financial report.
Project expected to have no or minimal effect on
(AASB 2 and AASB accounting.
138 and AASB The main amendment of relevance to
Australian entities is that made to IFRIC 16
Interpretations 9
which allows qualifying hedge instruments
& 16) to be held by any entity or entities within the
group, including the foreign operation itself,
as long as the designation, documentation
and effectiveness requirements in AASB
139 that relate to a net investment hedge
are satisfied. More hedging relationships
will be eligible for hedge accounting as a
result of the amendment.
These amendments arise from the issuance
of the IASB’s Improvements to IFRSs. The
amendments pertaining to IFRS 5, 8, IAS
1,7, 17, 36 and 39 have been issued in
Australia as AASB 2009-5 (refer below).
AASB 2009-5 Further Amendments The amendments to some Standards result 1 January 2010 On the basis of the review 1 July 2010
to Australian in accounting changes for presentation, conducted, the Group has
Accounting recognition or measurement purposes, determined that there will be
Standards arising while some amendments that relate to no material impact on the
from the Annual terminology and editorial changes are financial report
Improvements expected to have no or minimal effect on
Project accounting.
(AASB 5, 8, 101, The main amendment of relevance to
Australian entities is that made to AASB
107, 117, 118, 136
117 by removing the specific guidance on
& 139) classifying land as a lease so that only the
general guidance remains. Assessing land
leases based on the general criteria may
result in more land leases being classified
as finance leases and if so, the type of
asset which is to be recorded (intangible v
property, plant and equipment) needs to be
determined.
These amendments arise from the issuance
of the IASB’s Improvements to IFRSs. The
AASB has issued the amendments to IFRS
2, IAS 38, IFRIC 9 as AASB 2009-4 (refer
above).

52 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Reference Title Summary Application Impact on Company Application

Date of Financial Report Date for
Standard* Company*
Amendments Amendments to The amendments clarify the accounting for 1 January 2010 On the basis of the review 1 July 2010
to International IFRS 2 group cash-settled share-based payment conducted, the Group has
Financial Reporting transactions, in particular: determined that there will be
Standards – the scope of AASB 2; and no material impact on the
– the interaction between IFRS 2 and financial report.
other standards.
An entity that receives goods or services
in a share-based payment arrangement
must account for those goods or services
no matter which entity in the group settles
the transaction, and no matter whether the
transaction is settled in shares or cash.
A “group” has the same meaning as in IAS
27 Consolidated and Separate Financial
Statements, that is, it includes only a parent
and its subsidiaries.
The amendments also incorporate guidance
previously included in IFRIC 8 Scope of
IFRS 2 and IFRIC 11 IFRS 2—Group and
Treasury Share Transactions. As a result,
IFRIC 8 and IFRIC 11 have been withdrawn.

* Designates the beginning of the applicable annual reporting period unless otherwise stated

(c) Revenue recognition

Operating revenue
The principal business of the Consolidated Entity is the earning of a margin from the sale of
accommodation, flights and travel-related services over the internet.

Accommodation revenue
Hotel inventory (room nights) is displayed on the website for sale at the hotels’ discretion. When
bookings are made they are paid for immediately by customers using their credit cards as verified by
an online merchant facility. The Consolidated Entity recognises the revenue when customers have
commenced their stay at hotels.
Accommodation revenue is calculated as the total of any receipts from customers in the form of booking
fees, cancellation fees, credit card surcharges, commissions or payments for accommodation services
less any payments to accommodation providers, cancellation refunds or credit card recharges. As part
of this calculation the Group bases any estimates on historical results taking into consideration the type
of transaction and specifics of each arrangement.
Accommodation revenue received prior to the commencement of the customer’s stay at the hotel is
recognised as an unearned revenue liability.

Flights and travel-related services revenue

Revenue from services rendered is recognised in the profit or loss on issue of the ticket or voucher
to the passenger. Revenue from airline overrides are recognised in accordance with airline sales
agreements as they accrue on the issue of ticket to the passenger, when the amount can be reliably
measured. Revenue is recognised in profit or loss when recovery of the consideration is probable and
the associated costs incurred or to be incurred can be estimated reliably.

Other revenue
Revenues from rendering of other services are recognised when the service is provided.

Wotif.com Holdings Limited 2009 Annual Report 53

 $$$ Notes to the Financial Statements

Total Transaction Value (TTV)

TTV represents the price at which accommodation, flight, package and other travel-related services
have been sold across the Consolidated Entity’s operations. TTV is stated net of GST/VAT payable.
TTV does not represent revenue in accordance with Australian Accounting Standards.

Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method
of calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(d) Basis of consolidation

Wotif.com Holdings Limited controls entities where it has the capacity to dominate the decision-making
in relation to the financial and operating policies of those entities so that they operate to achieve the
objectives of Wotif.com Holdings Limited. A list of controlled entities is contained in Note 19 to the
financial statements.
The financial statements of subsidiaries are prepared for the same reporting period as the Company
using consistent accounting policies.
All inter-company balances and transactions between entities in the Consolidated Entity, including any
unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have
entered or left the Consolidated Entity during the year, their operating results have been included from
the date control was obtained or until the date control ceased.
On 25 June 2008 a Deed of Cross Guarantee (the Deed) was entered into between Wotif.com Holdings
Limited and certain of its wholly-owned subsidiaries, being Wotif.com Pty Ltd, travel.com.au Limited,
Lastminute.com.au Pty Limited and Arnold Travel Technology Pty Ltd. The Deed (which was lodged with
ASIC on 26 June 2008) makes the closed group of companies that are parties to the Deed akin to a
single legal entity in many respects (including each party guaranteeing the debts of the others).
Under ASIC Class Order 98/1418 the subsidiaries in the closed group of companies that are parties to
the Deed are eligible to be relieved from the requirement under the Corporations Act 2001 to prepare
and lodge individual audited financial statements and individual director’s reports. That relief has been
taken. The above companies represent a “Closed Group” for the purposes of the Class Order and,
as there are no other parties to the Deed that are controlled by Wotif.com Holdings Limited, they also
represent the “Extended Closed Group”.

(e) Intangible assets

Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost
of the business combination over the Group’s interest in the net fair value of the acquiree’s identifiable
assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the closing rate.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating
units that are expected to benefit from the synergies of the combination, irrespective of whether other
assets or liabilities of the Group are assigned to those units or groups of units.

54 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of
cash-generating units), to which the goodwill relates.
When the recoverable amount of the cash-generating unit (group of cash-generating units) is less
than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-
generating unit (group of cash-generating units) and an operation within that unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner
is measured based on the relative values of the operation disposed of and the portion of the cash-
generating unit retained.
Impairment losses recognised for goodwill are not subsequently reversed.

Information Technology (IT) Costs

The Consolidated Entity’s business is based on a total business technology solution encompassing
customer and supplier interface, accounting for receipts and payments to hotels, airlines, inventory
and management solutions. Invariably new business initiatives generating revenue, cost savings and
capacity expansion require IT spending. The fundamental purpose of IT development is to better place
the Consolidated Entity in a position to adopt new technologies, new products and features.
IT Development Costs that relate to the acquisition of an asset, to the extent that they represent
probable future economic benefits controlled by the Consolidated Entity that can be reliably measured,
are capitalised and amortised within the period of expected benefit, generally up to 3 years. In the
reporting period, all IT Development Costs have been capitalised and amortised within the reporting
year.
IT costs incurred on research, advertising, marketing management, maintenance, and day-to-day
enhancements of all IT applications are charged as an expense in the period that they are incurred.

Intangibles
Intangible assets acquired separately or in a business combination are initially measured at cost.
The cost of an intangible asset acquired in a business combination is its fair value as at the date of
acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding
development costs, are not capitalised and expenditure is recognised in profit or loss in the year in
which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with
finite lives are amortised over the useful life and tested for impairment whenever there is an indication
that the intangible assets may be impaired. The amortisation period and the amortisation method for an
intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the
asset are accounted for prospectively by changing the amortisation period or method, as appropriate,
which is a change in accounting estimate. The amortisation expense on intangible assets with finite
lives is recognised in profit or loss in the expense category consistent with the function of the intangible
asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or
at the cash-generating unit level consistent with the methodology outlined for goodwill above. Such
intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed
each reporting period to determine whether indefinite life assessment continues to be supportable. If
not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an
accounting estimate and is thus accounted for on a prospective basis.

Wotif.com Holdings Limited 2009 Annual Report 55

 $$$ Notes to the Financial Statements

(f) Taxation
(i) Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities based on the current period’s taxable income.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the Balance Sheet date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
●● where the deferred income tax liability arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
●● in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where deferred tax assets are only recognised to the
extent that it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised, except:
●● when the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss.
●● when the deductible temporary difference is associated with investments in subsidiaries, associates
or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that
it is probable that the temporary difference will reverse in the foreseeable future and taxable profit
will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each Balance Sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are
recognised to the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the Balance Sheet date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the
same taxable entity and the same taxation authority.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the
Income Statement.

56 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

(ii) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST/VAT except where:
●● the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or
as part of the expense item as applicable; and
●● receivables and payables are stated with the amount of GST/VAT included.
The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Balance Sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST/VAT component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority, is classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or
payable to, the taxation authority.

(g) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in
value.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Land – not depreciated
Buildings – 40 years
Plant and equipment – over 5 to 15 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if
appropriate, at each financial year end.

Impairment
The carrying values of plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amount,
the assets or cash-generating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset.

(h) Foreign currency transactions and balances

Translation of foreign currency transactions
Both the functional and presentation currency of Wotif.com Holdings Limited and its Australian
subsidiaries are Australian Dollars ($).
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies

Wotif.com Holdings Limited 2009 Annual Report 57

 $$$ Notes to the Financial Statements

are retranslated at the rate of exchange ruling at the Balance Sheet date. All translation differences
arising from transactions are taken directly to the Income Statement.

Translation of financial balances of overseas operations

The functional currency of each overseas subsidiary and branch is as follows:
Investment in Canadian subsidiary CAD (Canadian dollars)
Investment in UK subsidiary GBP (Great Britain pounds)
Investment in Malaysian subsidiary MYR (Malaysian ringgits)
Investment in New Zealand subsidiary NZD (New Zealand dollars)
Investment in Singapore subsidiary SGD (Singapore dollars)
Investment in Thailand subsidiary THB (Thailand baht)
Investment in Hong Kong subsidiary HKD (Hong Kong dollars)

As at the reporting date, the assets and liabilities of overseas subsidiaries and branches are translated
into the presentation currency of Wotif.com Holdings Limited at the rate of exchange ruling at the
Balance Sheet date, and the Income Statements are translated at the actual exchange rate on the
date of the transaction. The exchange differences arising on translation of the balances of the financial
reports of overseas subsidiaries are taken directly to a separate component of equity.

(i) Employee benefits

A provision is made for employee entitlement benefits accumulated as a result of employees rendering
services up to the reporting date. These benefits include wages and salaries and annual leave.
Liabilities arising in respect of wages and salaries, annual leave and any other employee entitlements
expected to be settled within 12 months of the reporting date are measured at their nominal amounts.
Employee entitlement expenses arising in respect of the following categories:
●● wages and salaries, non-monetary benefits, annual leave, sick leave and other leave entitlements;
and
●● other types of employee entitlements,
are recognised against profit on a net basis in their respective categories.
A liability for long service leave is recognised and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the reporting
date on national government bonds.

(j) Investments
All investments are initially recognised at cost, being the fair value of the consideration given and
including acquisition charges associated with the investment.
After initial recognition, investments which are classified as available-for-sale are measured at fair
value.
Gains or losses on available-for-sale investments are recognised as a separate component of equity
until the investment is sold, collected or otherwise disposed of, or until the investment is determined to

58 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

be impaired, at which time the cumulative gain or loss previously reported in equity is included in the
Income Statement.
Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured (and linked derivatives) are measured at cost.
For investments carried at amortised cost, gains and losses are recognised in income when the
investments are de-recognised or impaired, as well as through the amortisation process.
For investments where there is no quoted market price, fair value is determined by reference to the
current market value of another instrument that is substantially the same or is calculated based on the
expected cash flows of the underlying net asset of the investment.

(k) Cash and cash equivalents

Cash and short-term deposits in the Balance Sheet comprise cash at bank and in hand and short-term
deposits with a maturity of 3 months or less.

(l) Provisions

(i) Provision for dividends

A provision for dividends is not recognised as a liability unless the dividends are declared and
determined on or before the reporting date.

(ii) Provisions – general

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past
event; it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.

(m) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity, as a deduction net of tax, from the proceeds.

(n) Comparative information

Where necessary, comparatives have been reclassified and repositioned for consistency with current
year disclosures.

(o) Recoverable amount of assets

The Consolidated Entity assesses at each reporting date whether there is an indication that an asset
may be impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Consolidated Entity makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined
for an individual asset, unless the asset does not generate cash inflows that are largely independent
of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating
unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the

Wotif.com Holdings Limited 2009 Annual Report 59

 $$$ Notes to the Financial Statements

risks specific to the asset. Impairment losses relating to continuing operations are recognised in those
expense categories consistent with the function of the impaired asset unless the asset is carried at a
revalued amount (in which case the impairment loss is treated as a revaluation decrease).

(p) Trade and other receivables

Trade receivables, principally amounts owing from debit or credit card companies, which generally
settle within 5 days, are recognised and carried at their TTV value including GST less an allowance for
uncollectible amounts (if any).
Other trade receivables are recognised and carried at the original invoice amount.
An estimate for doubtful debts is made when there is objective evidence that the Consolidated Entity will
not be able to collect the debts. Bad debts are written off when identified.

(q) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods
and services provided to the Consolidated Entity prior to the end of the reporting period that are unpaid
and arise when the Consolidated Entity becomes obliged to make future payments in respect of the
purchase of these goods and services.

(r) Share-based payment transactions

The Company provides benefits to employees of the Consolidated Entity in the form of share-based
payment transactions (equity-settled transactions). Details of these benefits are included in the
Remuneration Report contained within the Directors’ Report (see page 30).
The cost of these equity-settled transactions with employees is measured by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value is determined by an
external valuer using a binomial option pricing model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of the Company (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which the performance and/or service conditions are fulfilled, ending on the date on
which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting
date reflects (i) the extent to which the vesting period has expired; and (ii) the Consolidated Entity’s best
estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in
the determination of fair value at each instrument’s grant date. The Income Statement charge or credit
for a period represents the movement in cumulative expense recognised as at the beginning and end of
that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification that increases
the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee,
as measured at the date of modification.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the
computation of earnings per share.

60 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

(s) Earnings per share

Basic earnings per share are calculated as net profit attributable to members, adjusted to exclude
costs of servicing equity, divided by the weighted average number of ordinary shares on issue during
the reporting period.
Diluted earnings per share are calculated as net profit attributable to members, adjusted for:
●● costs of servicing equity;
●● the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that
have been recognised as expenses; and
●● other non-discretionary changes in revenues or expenses during the period that would result from
the dilution of potential ordinary shares,
divided by the weighted average number of ordinary shares and the dilutive potential ordinary shares.

(t) Business combinations

The purchase method of accounting is used to account for all business combinations regardless of
whether equity instruments or other assets are acquired. Cost is measured as the fair value of the
assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly
attributable to the combination. Where equity instruments are issued in a business combination, the fair
value of the instruments is their published market price as at the date of exchange. Transaction costs
arising on the issue of equity instruments are recognised directly in equity.
Except for non-current assets or disposal groups classified as held for sale (which are measured at fair
value less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date. The excess
of the cost of the business combination over the net fair value of the Group’s share of the identifiable
net assets acquired is recognised as goodwill. If the cost of acquisition is less than the Group’s share
of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain
in the Income Statement, but only after a reassessment of the identification and measurement of the net
assets acquired.
Where settlement of any part of the consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.

(u) Significant accounting judgements, estimates and assumptions

(i) Significant accounting judgements
In the process of applying the Consolidated Entity’s accounting policies, management has considered
if there are judgements, apart from estimates, which will have a significant effect on the amount
recognised in the financial statements; management has concluded there are none in addition to those
noted in the preceding paragraphs.

(ii) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities can be determined and based on estimates and
assumptions of future events. The key estimate and assumption made in preparing these financial
statements is the amortisation period for the intangible asset, IT Development Costs, impairment of
goodwill, valuation of share-based payments and fair value of assets and liabilities acquired in business
combinations.

Wotif.com Holdings Limited 2009 Annual Report 61

 $$$ Notes to the Financial Statements

3. Revenue and Expense

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
(a) Specific Items
Profit before income tax expense includes the following revenues and expenses whose disclosure is relevant in explaining the
performance of the entity:
(i) Revenue
Interest received/receivable – other parties 2,486 4,952 9 -

Dividends received – related entities - - 32,266 28,731

Flights and other revenue 9,526 5,589 - -
Total 9,526 5,589 32,266 28,731

(ii) Operational and administration expenses

Credit card commission 12,450 10,313 - -
Amortisation of IT Development Costs 4,214 3,905 - -
Other amortisation 259 12 - -
Web maintenance costs 7,354 4,746 - -
Depreciation 1,973 884 - -
Foreign exchange loss / (gain) and currency conversion fees 414 1,533 (26) -
Loss on disposal of property, plant & equipment 4 - - -
Rent and outgoings 592 400 - -
Share-based payments expenses 982 946 - -
Interest – other parties 50 109 41 -
Financial expense on capitalised leases 22 19 - -
Administration employment expenses including Directors’ costs 6,218 4,346 - -
Other expenses 2,154 2,093 86 2
Total 36,686 29,306 101 2

(iii) Employee benefits expense

Wages and salaries (excluding IT development employees’ 19,673 12,506 - -
wages and salaries capitalised)
Share-based payments expense 982 946 - -
Total 20,655 13,452 - -

62 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

4. Income tax
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
The major components of income tax expense are:
Income Statement
Current income tax
- Current income tax charge 19,184 14,514 (28) -
- Adjustments in respect of current income tax of previous (54) (67) (54) (67)
year
Deferred income tax
- Relating to origination and reversal of temporary (465) 54 - -
differences
Income tax expense reported in the Income Statement 18,665 14,501 (82) (67)

Amounts charged or credited directly to equity

Deferred income tax related to items charged or credited
directly to equity
Unrealised loss on available for sale investment 32 (35) - -
Movement in employee equity reserve (1,141) - - -
Income tax expense reported in equity (1,109) (35) - -

A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Consolidated Entity’s
applicable income tax rate is as follows:
Accounting profit before income tax 62,192 48,953 32,174 28,729
At the Consolidated Entity’s statutory income tax rate of 30% 18,657 14,686 9,652 8,619
Adjustments in respect of current income tax of previous years (54) (66) (54) (66)
Research and development concession deduction (219) (260) - -
Foreign exchange and other translation adjustment (7) (8) - -
Foreign tax rate adjustment (55) (63) - -
Non-deductible amortisation 70 - - -
Other (23) 6 - (1)
Share-based payment expense 296 284 - -
Previously unrecognised tax losses used now recouped to - (78) - -
reduce current tax expense
Non-assessable dividends - - (9,680) (8,619)
Income tax expense 18,665 14,501 (82) (67)

Wotif.com Holdings Limited 2009 Annual Report 63

 $$$ Notes to the Financial Statements

Consolidated
Balance Sheet Income Statement
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Deferred income tax

Deferred income tax at 30 June relates to the following:

Deferred income tax liabilities

Interest accrued not received 1 2 - 19
Brand names recognised in foreign subsidiary 2,678 2,678 - -
Gross deferred tax liabilities 2,679 2,680
Set off of deferred tax assets (1) (2)
Net deferred tax liabilities 2,678 2,678

Deferred income tax asset

Tax losses 7,400 7,673 - -
Accrued expenses 357 240 (107) (142)
Provisions 436 360 (85) 177
Available for sale investment 18 50 - -
Share-based payment 1,413 - (273) -
Gross deferred tax assets 9,624 8,323
Set off of deferred tax liabilities (1) (2)
Net deferred tax assets 9,623 8,321

Deferred tax income (465) 54

Parent Entity
Balance Sheet Income Statement
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Deferred income tax

Deferred income tax at 30 June relates to the following:
Deferred income tax liabilities - - - -

Deferred income tax asset - - - -

Tax losses 7,400 7,673

Tax consolidation
Effective 1 July 2002, for the purposes of income taxation, Wotif.com Holdings Limited and its 100%
Australian-owned subsidiaries formed a tax consolidated group. Wotif.com Holdings Limited is the head
entity of the tax consolidated group. Members of the Consolidated Entity have entered into a tax sharing
arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a pro rata
basis. In addition, the agreement provides for the allocation of income tax liabilities between the entities
should the head entity default on its tax payment obligations. At the balance date, the possibility of
default is remote.

64 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Tax effect accounting by members of the tax consolidated group

Members of the tax consolidated group have entered into a tax funding agreement. The tax funding
agreement provides for the allocation of current and deferred taxes to members of the tax consolidated
group in accordance with the principles of AASB 112 Income Taxes using the separate taxpayer within a
group method.
The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in
the subsidiaries’ inter-company accounts with the tax consolidated group head company, Wotif.com
Holdings Limited. The head entity, being Wotif.com Holdings Limited, will be responsible for current tax
payable of the entire Group.

5. Dividends paid or provided for on ordinary

shares
At the meeting of the Company’s Board on 26 August 2009, the Directors declared a fully franked
dividend on ordinary shares of 11 cents per share in respect of the period to 30 June 2009. In
accordance with Accounting Standards, the total amount of this final dividend of $22,922,905 has not
been provided for in the 30 June 2009 Financial Statements.

Consolidated Parent Entity

2009 2008 2009 2008
$’000 $’000 $’000 $’000

(a) Dividend paid

Final franked dividend for 2008: 9 cents (2007 final: 8 cents) 18,730 16,256 18,730 16,256
Interim franked dividend for 2009: 6.5 cents (2008 interim: 6 cents) 13,536 12,475 13,536 12,475
32,266 28,731 32,266 28,731

(b) Franking account balance

The amount of franking credits available for the subsequent
financial year are:
- franking balance as at the end of the financial year at 30% 13,807 8,647 13,807 8,647
- franking that will arise from the payment of income tax as at the 3,856 4,216 3,856 4,216
end of the period
17,663 12,863 17,663 12,863

(c) Dividends proposed and not recognised as a liability

2009: 11 cents fully franked (2008: 9 cents fully franked) 22,923 18,729 22,923 18,729
22,923 18,729 22,923 18,729

6. Current assets – cash and cash equivalents

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Cash at bank 81,839 47,952 134 175
Bank term deposits maturing within 3 months 2,480 2,962 - -
Client funds account 17,442 9,245 - -
101,761 60,159 134 175

The cash shown as Client funds account is held on behalf of customers until suppliers are paid on
behalf of these customers.

Wotif.com Holdings Limited 2009 Annual Report 65

 $$$ Notes to the Financial Statements

7. Current assets – trade and other receivables

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Trade debtors 3,591 4,562 - -
Prepayments 685 644 - -
4,276 5,206 - -

Trade receivables, principally amounts owing from credit card companies, generally settle within
5 days. These are non-interest bearing. Other trade receivables are recognised on invoice amount
and generally settle within 30-60 days. No impairment loss has been recognised for the current year.
At 30 June 2009 and 30 June 2008 all consolidated trade receivables were aged within 0-30 days. No
receivables were past due not impaired.
Due to the short-term nature of these receivables, their carrying values approximate their fair values.
The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security.

8. Non-current assets – receivables

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Loan to other parties, secured 134 107 134 107

134 107 134 107

This loan bears interest at 8.5% p.a.

9. Non-current assets – investments in

controlled entities
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Investment in controlled entities – at cost (Note 19) - - 99,212 98,053

- - 99,212 98,053

66 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

10. Non-current assets – property, plant and

equipment
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Land and buildings
Freehold land – at cost 790 790 - -
Buildings – at cost 1,837 1,804 - -
Less: Accumulated depreciation (110) (56) - -
2,517 2,538 - -

Plant and equipment – at cost 11,817 8,083 - -

Less: Accumulated depreciation (5,177) (3,268) - -
6,640 4,815 - -

Total property, plant and equipment 9,157 7,353 - -

Reconciliation of carrying amounts at the beginning and end of the period:

Freehold Freehold Plant & Total
land buildings equipment
$’000 $’000 $’000 $’000
Year end 30 June 2009
Balance at 1 July 2008 790 1,748 4,815 7,353
Exchange difference - 33 113 146
Additions - - 3,631 3,631
Acquisition of subsidiary - - - -
Disposals at written down value - - - -
Depreciation - (54) (1,919) (1,973)
Balance at end of year 790 1,727 6,640 9,157

Year end 30 June 2008

Balance at 1 July 2007 790 1,617 1,580 3,987
Exchange difference - - (127) (127)
Additions - - 2,242 2,242
Acquisition of subsidiary - 173 1,962 2,135
Disposals at written down value - - - -
Depreciation - (42) (842) (884)
Balance at end of year 790 1,748 4,815 7,353

Wotif.com Holdings Limited 2009 Annual Report 67

 $$$ Notes to the Financial Statements

11. Non-current assets – intangible assets and

goodwill
Consolidated IT Trademark & Domain Customer Goodwill Total
Development brand names names contracts
Costs
$’000 $’000 $’000 $’000 $’000 $’000

Year ended 30 June 2009

At 1 July 2008 net of accumulated - 22,964 204 690 63,426 87,284
amortisation and impairment

Additions – internal development 4,214 - - - - 4,214

Additions – other - 39 - - - 39
Acquisition of subsidiaries - - - - - -
Exchange differences - - 42 - 719 761
Amortisation (4,214) (2) (27) (230) - (4,473)
At 30 June 2009 net of accumulated - 23,001 219 460 64,145 87,825
amortisation and impairment

At 30 June 2009
Cost (gross carrying amount) 17,584 23,003 364 690 64,145 105,786
Accumulated amortisation and (17,584) (2) (145) (230) - (17,961)
impairment
Net carrying amount - 23,001 219 460 64,145 87,825

Year ended 30 June 2008

At 1 July 2007 net of accumulated - - - - - -
amortisation and impairment

Additions – internal development 3,905 - - - - 3,905

Acquisition of subsidiaries - 22,964 216 690 63,426 87,296
Amortisation (3,905) - (12) - - (3,917)
At 30 June 2008 net of - 22,964 204 690 63,426 87,284
accumulated amortisation
and impairment

At 30 June 2008
Cost (gross carrying amount) 13,370 22,964 306 690 63,426 100,756
Accumulated amortisation and (13,370) - (102) - - (13,472)
impairment
Net carrying amount - 22,964 204 690 63,426 87,284

68 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

(a) Description of the Group’s intangible assets and goodwill

(i) IT Development Costs
Development costs are carried at cost less accumulated amortisation. This intangible asset has been
assessed as having a finite life and is amortised in the year incurred.

(ii) Trademark and brand names

Trademarks and brand names have been acquired through business combinations and are carried
at cost less accumulated impairment losses. These intangible assets have been determined to have
indefinite useful lives.

(iii) Domain names

The domain names have been acquired through business combinations and are being amortised over a
15 year period.

(iv) Customer contracts

The customer contracts have been acquired through a business combination and are carried at cost
less accumulated amortisation. This intangible asset has been assessed as having a finite life and is
amortised using the straight line method over a period of 3 years.

(v) Goodwill
After initial recognition, goodwill acquired in a business combination is measured at cost less any
accumulated impairment losses. Goodwill is not amortised but is subject to impairment testing on an
annual basis or whenever there is an indication of impairment.
No impairment losses have been recognised.
Goodwill acquired through business combination has been allocated to two individual cash-generating
units for impairment testing, being:
●● travel.com.au Limited Group; and
●● Asia Web Direct (HK) Limited Group.

(b) Carrying amount of goodwill, trademarks and brand names allocated to each of
the cash-generating units
The carrying amounts of goodwill and trademark and brand names allocated to the travel.com.au
Limited and Asia Web Direct (HK) Limited units are significant as shown in the table below.
Consolidated Parent
travel.com.au unit Asia Web Direct unit Total Total
2009 2008 2009 2008 2009 2008 2009 2008
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Carrying amount of goodwill 37,791 37,791 26,354 25,635 64,145 63,426 - -
Carrying amount of 13,680 13,680 8,925 8,925 22,605 22,605 - -
trademarks and brand
names with indefinite lives

Wotif.com Holdings Limited 2009 Annual Report 69

 $$$ Notes to the Financial Statements

(c) Key assumptions used in value in use calculations for the travel.com.au Limited
and the Asia Web Direct (HK) Limited cash-generating units for 30 June 2009
The calculations of value in use for both cash-generating units includes the following assumptions:

Gross margins
Gross margins are based on the historical TTV margin achieved by the businesses.

Discount rates
Discount rates reflect management’s estimate of the time value of money and the risks specific to each
unit that are not already reflected in the cash flows. This is the benchmark used by management to
assess the carrying value for impairment testing. In determining appropriate discount rates for each unit,
regard has been given to the weighted average cost of capital of the entity as a whole and adjusted
for country and business risks specific to the unit. The after-tax discount rate applied to the cash flow
projections is 12%.

Market share and growth rate assumptions

These assumptions are important because, as well as using industry data for growth rates,
management assesses how the unit’s relative position to its competitors might change over the future.
Management expects both units to benefit from continuing increased penetration of bookings conducted
online. The valuation methodology contemplates customers within the cash-generating unit potentially
becoming customers within the wider Group.

(d) Sensitivity to changes in assumptions

With regard to the assessment of the value in use calculation for both the travel.com.au Limited unit
and the Asia Web Direct (HK) Limited unit, management believe that no reasonably possible change in
any of the above key assumptions would cause the carrying value of either unit to materially exceed its
recoverable amount.

12. Current liabilities – trade and other payables

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Amounts due in relation to bookings made 81,297 71,983 - -
Trade creditors and accruals 11,216 9,324 - 3,013
Unearned revenue 5,058 2,356 - -
Deposits received not yet due 36,814 20,211 - -
Loan from controlled entities – unsecured - - 76,754 74,048
134,385 103,874 76,754 77,061

70 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

13. Interest-Bearing Liabilities

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Current
Lease liability 105 109 - -
105 109 - -

Non-current
Redeemable preference shares (see Note 19) 112 94 - -
Lease liability 34 139 - -
146 233 - -

There is no security over lease liabilities and repayment is over 2 years at interest rates between 7.58%
and 8.41%.

Bank facility
The Wotif Group has entered into a come and go facility with the National Australia Bank for working
capital requirements of $15 million. The facility is secured by a fixed and floating charge over the
assets of the Group. As at 30 June 2009, no funds stood drawn under this facility and the Group was in
compliance with all of the covenants.

14. Provisions
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Current
Employee benefits 1,099 915 - -
Make good provision 26 136 - -
1,125 1,051 - -

Non-current
Employee benefits 364 233 - -
364 233 - -

Make good provision

At the termination of the lease of office premises, a subsidiary of the Group has an obligation to yield up
the premises to the lessor, in good and substantial repair and condition, having regard to the condition
at the date the Company took possession thereof.

15. Contributed equity

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
208,390,044 (2008: 208,105,444) fully paid ordinary shares 22,890 22,321 22,890 22,321
22,890 22,321 22,890 22,321

Wotif.com Holdings Limited 2009 Annual Report 71

 $$$ Notes to the Financial Statements

Consolidated Parent Entity

Shares $’000 Shares $’000
Movement in ordinary shares on issue
At 1 July 2007 203,204,038 1,846 203,204,038 1,846
Employee options exercised 457,800 915 457,800 915
Asia Web Direct (HK) Limited acquisition – shares issued 3,607,595 15,657 3,607,595 15,657
travel.com.au Limited acquisition – shares issued 836,011 3,903 836,011 3,903

At 1 July 2008 208,105,444 22,321 208,105,444 22,321

Employee options exercised 284,600 569 284,600 569

At 30 June 2009 208,390,044 22,890 208,390,044 22,890

Capital management
When managing capital, the Group’s objective is to ensure the entity continues as a going concern as
well as maintaining optimal returns to shareholders and benefits for other stakeholders. The Group also
aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.
The Group is constantly reviewing its capital structure to take advantage of favourable costs of capital
or high return on assets. As the market is constantly changing, the Group may change the amount of
dividends to be paid to shareholders, return capital to shareholders, issue new shares or sell assets to
reduce liabilities.
During 2009, dividends of $32,266,000 (2008: $28,731,000) were paid. The Company’s stated dividend
policy is to maintain an 80%-90% payout ratio.

16. Reserves
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Investment reserve
Balance at the beginning of the year (117) (35) - -
Unrealised gain / (loss) on investment 106 (117) - -
Income tax (32) 35 - -
Balance at end of year (43) (117) - -

Foreign currency translation reserve

Balance at the beginning of the year (542) (10) - -
Currency translation differences 1,173 (532) - -
Balance at end of year 631 (542) - -

Employee equity benefits reserve

Balance at the beginning of the year 2,034 1,088 2,034 1,088
Share-based payment 982 946 982 946
Deferred tax 1,142 - - -
Balance at end of year 4,158 2,034 3,016 2,034

Total reserves 4,746 1,375 3,016 2,034

72 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

17. Related party disclosures

Wholly-owned Consolidated Entity transactions
The ultimate Australian parent entity in the wholly-owned Consolidated Entity is Wotif.com Holdings
Limited.
During the year various inter-company transactions were undertaken between companies in the wholly-
owned Consolidated Entity. These transactions were undertaken on a no net margin basis. The effect of
these transactions is fully eliminated on consolidation.
All inter-company balances, payable and receivable, are on an “arm’s length” basis with standard terms
and conditions.

Other related party transactions

Marketing fee
During the year ended 30 June 2009, marketing services have been provided by a company related to
G T Wood (a Director). That company, Ollewood Pty Ltd, received $33,026 (2008: Nil) from the Group
based on normal commercial terms.

18. Cash Flow Statement reconciliation

Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
(a) Reconciliation of the net profit to the net cash flows from operations:
Net profit 43,527 34,452 32,256 28,795
Depreciation of non-current assets 1,973 884 - -
Amortisation of non-current assets 4,473 3,905 - -
Net loss on disposal of property, plant and equipment 4 - - -
Net exchange differences (13) 7 (21) -
Share options expensed 982 946 - -
Withholding tax paid by subsidiaries - 91 - -
Income tax recognised directly in equity (1,109) 35 - -

Changes in assets and liabilities net of effect from acquisition of

controlled entities:
(Decrease) / increase in provisions 205 35 - -
(Increase) / decrease in trade receivables and prepayments 930 (390) - -
(Decrease) / increase in trade creditors and accruals 30,511 6,326 - (66)
(Decrease) / increase in income tax payable (1,374) 67 (360) -
(Increase) / decrease in deferred income tax asset 1,302 (79) 273 -
Net cash flows from operating activities 81,411 46,279 32,148 28,729

(b) Reconciliation of cash

Cash at bank 99,281 57,197 134 175
Term deposits at call 2,480 2,962 - -
101,761 60,159 134 175
(c) Non-cash financing and investing activities
Settlement of subsidiary purchases with shares (see Note 20) - 19,560 - 19,560

Wotif.com Holdings Limited 2009 Annual Report 73

 $$$ Notes to the Financial Statements

19. Subsidiaries
The consolidated financial statements include the financial statements of Wotif.com Holdings Limited
and the subsidiaries in the following table:
Country of Class of shares Equity interest
incorporation
2009 2008

Wotif.com Pty Ltd* Australia Ordinary 100% 100%

Standby Holdings Pty Ltd Australia Ordinary 100% 100%
Wotif.com Ltd United Kingdom Ordinary 100% 100%
Wotif.com Inc Canada Ordinary 100% 100%
Wotif.com Pte Ltd Singapore Ordinary 100% 100%
Wotif.com LLC Delaware, USA Ordinary 100% 100%
Wotif.com Sdn. Bhd. Malaysia Ordinary 100% 100%
Wotif.com (NZ) Ltd New Zealand Ordinary 100% 100%
Wotif.com Share Administration Pty Ltd Australia Ordinary 100% -
(as trustee for the Wotif.com Share Trust)
travel.com.au Limited* Australia Ordinary 100% 100%
Lastminute.com.au Pty Limited* Australia Ordinary 100% 100%
Arnold Travel Technology Pty Limited* Australia Ordinary 100% 100%
The Travel Specialists Pty Limited Australia Ordinary 100% 100%
iExplore.com.au Pty Limited Australia Ordinary 100% 100%
Travelfree Australasia Pty Limited Australia Ordinary 85% 85%
Asia Web Direct (HK) Limited and its Hong Kong Ordinary 100% 100%
subsidiaries:
- Asia Web Direct (M) Sdn Bhd Malaysia Ordinary 100% 100%
- SmartStays Pte Ltd Singapore Ordinary 100% 100%
- SmartStays (UK) Ltd United Kingdom Ordinary 100% 100%
- AWD - BT Ltd** and its subsidiaries: Thailand Ordinary 100% 100%
- Asia Web Direct Co., Ltd Thailand Ordinary 100% 100%
- Phuket Dot Com Limited Thailand Ordinary 100% 100%
- Andaman Graphics Co., Ltd Thailand Ordinary 100% 100%
- E.T.C. Asia Co., Ltd Thailand Ordinary 100% 100%

* These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order
98/1418 issued by the Australian Securities and Investments Commission. Refer Note 21.
** Cumulative preference shares were issued by this entity to Thai business persons. The classification and treatment of these
instruments is set out in Note 13.

74 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

20. Business combinations

Acquisition of Asia Web Direct
On 4 February 2008, Wotif.com Holdings Limited announced it had entered into an agreement to
acquire all of the issued shares of Asia Web Direct (HK) Limited. The Asia Web Direct group was one of
the pioneers in South East Asia to provide:
●● Online instant accommodation booking services
●● Online tours booking services
●● Online travel information
Following completion of the purchase price allocation and payment of the working capital adjustment,
the total cost of the combination was $36,231,000, comprising an issue of ordinary shares, payment of
cash and directly attributable costs. The Company issued 3,607,595 ordinary shares with a fair value of
$4.34 at completion each based on the quoted price of Wotif.com Holdings Limited shares.
The fair value of identifiable assets and liabilities of Asia Web Direct as at the date of acquisition were:
Recognised on Carrying value
acquisition
$’000 $’000
Property, plant and equipment 911 911
Cash and cash equivalents 8,643 8,643
Trade receivables 1,653 1,653
Deferred tax assets 9 9
Intangible assets – domain names 216 216
Intangible assets – brands 8,925 -
Trade and other payables (6,399) (6,399)
Income tax payable (684) (684)
Deferred tax liability (2,678) -
Total 10,596
Goodwill / unallocated asset arising on acquisition 25,635
Total cost of the combination 36,231

Cost of the combination:

Shares issued at fair value 15,657
Cash paid 20,219
Direct costs relating to the acquisition 355
36,231

Wotif.com Holdings Limited 2009 Annual Report 75

 $$$ Notes to the Financial Statements

The above balances reflect the finalisation of the acquisition accounting for Asia Web Direct, which has
previously been accounted on a provisional basis. This has caused the following restatement of prior
year 2008 balances as follows:
Consolidated
2008
$’000
Intangible assets – brands 8,925
Intangible assets – goodwill (5,705)
Deferred tax liability (2,678)
Trade creditors and accruals (542)

21. Deed of Cross Guarantee

Pursuant to Class Order 98/1418, relief has been granted to Wotif.com Pty Ltd, travel.com.au Limited,
Lastminute.com.au Pty Limited and Arnold Travel Technology Pty Limited from the Corporations Act 2001,
requirements for preparation, audit and lodgement of their financial reports.
As a condition of the Class Order, Wotif.com Holdings Limited, Wotif.com Pty Ltd, travel.com.au Limited,
Lastminute.com.au Pty Limited and Arnold Travel Technology Pty Limited (the Closed Group) entered
into a Deed of Cross Guarantee on 25 June 2008. The effect of the Deed is that Wotif.com Holdings
Limited has guaranteed to pay any deficiency in the event of winding up of either the controlled entity
or if they do not meet their obligations under the terms of overdrafts, loans, leases or other liabilities
subject to the guarantee. The controlled entities have given a similar guarantee in the event that
Wotif.com Holdings Limited is wound up or does not meet its obligations under the terms of overdrafts,
loans, leases or other liabilities subject to the guarantee. The Consolidated Income Statement and
Balance Sheet of the entities that are members of the Closed Group are as follows:

Consolidated Income Statement

Closed Group Closed Group
2009 2008
$’000 $’000

Total Transaction Value 912,913 727,218

Accommodation revenue 99,884 81,361

Flights and other revenue 9,287 5,421
Interest received and receivable 2,394 4,927
Total revenue 111,565 91,709

Advertising and marketing expenses 11,315 9,851

Business development expenses 6,023 4,288
Operations and administration expenses 34,000 29,413
Total expenses 51,338 43,552
Profit before income tax 60,227 48,157
Income tax expense 18,167 14,333
Net profit 42,060 33,824

76 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Consolidated Balance Sheet

Closed Group
2009 2008
$’000 $’000
CURRENT ASSETS
Cash and cash equivalents 91,400 52,314
Trade and other receivables 4,808 4,494
Total current assets 96,208 56,808

NON-CURRENT ASSETS
Deferred income tax asset 9,593 8,313
Receivables 134 107
Available for sale investment 939 833
Investments in controlled entities 36,700 36,455
Property, plant and equipment 8,409 6,597
Intangible assets 52,313 52,521
Total non-current assets 108,088 104,826

Total assets 204,296 161,634

CURRENT LIABILITIES
Trade and other payables 130,805 99,902
Interest bearing liabilities 105 109
Income tax payable 3,857 4,704
Provisions 1,052 1,028
Total current liabilities 135,819 105,743

NON-CURRENT LIABILITIES
Interest bearing liabilities 34 139
Deferred income tax liabilities - -
Provisions 364 233
Total non-current liabilities 398 372

Total liabilities 136,217 106,115

Net assets 68,079 55,519

EQUITY
Contributed equity 22,890 22,321
Retained earnings 41,074 31,304
Reserves 4,115 1,894
Total equity 68,079 55,519

Wotif.com Holdings Limited 2009 Annual Report 77

 $$$ Notes to the Financial Statements

22. Financial risk management objectives and

policies
The Consolidated Entity’s principal financial instruments are cash and short-term deposits. Details of
the significant accounting policies and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class
of financial asset are disclosed in Note 23.
The Board reviews and agrees policies for managing each of these risks.

Cash flow interest rate risk

The Consolidated Entity’s exposure to the risk of changes in market interest rates relates primarily
to the Consolidated Entity’s cash at bank and short-term deposits. These assets earn interest which
approximates the Reserve Bank set base cash rate and the Board has resolved that the risk of rate
change should not be hedged.
As at 30 June 2009 the Group had the following exposures to interest rate risk that are not designated
in cash flow hedges:

Consolidated Parent Entity

2009 2008 2009 2008
$’000 $’000 $’000 $’000
Cash and cash equivalents 101,761 60,159 134 175
Net exposure 101,761 60,159 134 175

At 30 June 2009, if interest rates had changed +/- 1% from the year-end rates with all other variables
held constant, post-tax profit for the year would have been $712,000 higher/lower as a result of higher/
lower income from cash and cash equivalents.

Post-tax profit Equity

Higher / (lower) Higher / (lower)
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Consolidated
+1% (100 basis points) 712 421 712 421
-1% (100 basis points) (712) (421) (712) (421)

Parent
+1% (100 basis points) 1 1 1 1
-1% (100 basis points) (1) (1) (1) (1)

As only cash balances are exposed to interest rate sensitivity, the relationship is linear with interest rate
movements up and down. Hence, reasonably possible movements in interest rates were determined
based on what the Group is expecting to be exposed to in the next 12 months.

78 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Foreign currency risk

As at 30 June 2009, the Group had the following exposure to foreign currencies that are not designated
in cash flow hedges:
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Financial Assets
Cash and cash equivalents 30,845 21,788 - -
Trade and other receivables 1,611 1,103 - -
32,456 22,891 - -

Financial Liabilities
Trade and other payables 25,987 17,822 - -
Interest bearing liabilities 111 94 - -
26,098 17,916 - -

Net exposure 6,358 4,975 - -

The Consolidated Entity has transactional currency exposure arising from it selling accommodation
inventory in 13 different currencies which is dependent upon the geographical location of the
accommodation concerned. The Consolidated Entity collects payment from customers1 in the currency
that the ultimate payment is made to the relevant accommodation provider, deducts its margin and
maintains the balance of the funds in the transactional currency to meet the eventual liability to the
accommodation supplier. As such, the Consolidated Entity manages its foreign currency exposure1
by maintaining sufficient foreign currency reserves to match the actual foreign currency liabilities. As
approximately 82% of the Group’s sales are denominated in Australian Dollars, the residual foreign
exchange risks faced by the Group are not considered to be material. The Board has resolved that the
risk of exchange rate change should not be hedged.
As at 30 June 2009, had the Australian dollar moved, as illustrated in the table below, all other variables
held constant, post-tax profit and equity would have been affected as follows:

Post-tax profit Equity

Higher / (lower) Higher / (lower)
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Consolidated
Actual as at 30 June 43,527 34,452 70,448 55,966
AUD increases against all currencies 5% 36 (59) (640) (466)
AUD decreases against all currencies 5% (40) 65 708 515
AUD increases against all currencies 10% 69 (112) (1,222) (890)
AUD decreases against all currencies 10% (83) 137 1,494 1,087

Significant assumptions used in the foreign currency exposure sensitivity analysis include reasonable
possible movement in foreign exchange rates based on economic forecasters’ expectations. The
translation of net assets in subsidiaries with a functional currency other than AUD is also included in the
sensitivity as part of the equity movement.

1. Excluding THB and MYR, which are restricted currencies.

Wotif.com Holdings Limited 2009 Annual Report 79

 $$$ Notes to the Financial Statements

Credit risk
The Consolidated Entity trades only with recognised, credit-worthy third parties.
The principal trade receivables are amounts owing from credit card companies which typically settle
within 5 days. It is the Consolidated Entity’s policy that all customers who wish to trade on credit terms
are subject to credit verification procedures.
In addition, receivable balances are monitored on an ongoing basis with the result that the Consolidated
Entity’s exposure to bad debts is not considered to be significant.
There are no significant concentrations of credit risk within the Consolidated Entity.

Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility. The Group
manages liquidity risk by continuously monitoring forecast and actual cash flow and matching the
maturity profiles of financial assets and liabilities.
Minimal financial arrangements are in place in subsidiaries purchased through business combination.
No other financing arrangements have been established.

80 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

23. Financial instruments

Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Consolidated
Entity’s financial instruments recognised in the financial statements.
Consolidated 2009 2009 2008 2008
Carrying Fair values Carrying Fair values
amounts amounts
$’000 $’000 $’000 $’000

Financial assets
Cash* 101,761 101,761 60,159 60,159
Trade receivables1 4,276 4,276 5,206 5,206
Financial assets (current) 106,037 106,037 65,365 65,365
Receivables2 134 134 107 107
Available for sale investments3 939 939 833 833
Financial assets (non-current) 1,073 1,073 940 940

Financial liabilities
On Balance Sheet
Trade and other payables4 134,385 134,385 103,333 103,333
Interest bearing liabilities 251 251 342 342
Total financial liabilities 134,636 134,636 103,675 103,675

* Reconciliation of cash
Cash at bank 99,281 99,281 57,197 57,197
Bank term deposits maturing within 3 months 2,480 2,480 2,962 2,962
101,761 101,761 60,159 60,159

1. Trade receivables, principally amounts owing from debit or credit card companies, which generally settle within 5 days.
2. Other loans are for an initial 2 year period subject to review by both parties.
3. This is represented by YIELDS2, which is a listed fund. YIELDS2 can be sold prior to maturity date, however, the value of the YIELDS2
could be substantially more or less than the initial amount invested. However, on maturity (being 6 December 2010), the initial capital
of $10 per unit is protected.
4. Within 30 days after the end of each month, hotels are to submit proof of stay for payments due to them for accommodation provided
for bookings accepted by the Consolidated Entity during that month.

Wotif.com Holdings Limited 2009 Annual Report 81

 $$$ Notes to the Financial Statements

Parent Entity 2009 2009 2008 2008

Carrying Fair values Carrying Fair values
amounts amounts
$’000 $’000 $’000 $’000

Financial assets
Cash* 134 134 175 175
Financial assets (current) 134 134 175 175
Receivables1 134 134 107 107
Financial assets (non-current) 134 134 107 107
Financial liabilities
On Balance Sheet
Trade and other payables2 76,754 76,754 69,388 69,388
Total Financial liabilities 76,754 76,754 69,388 69,388
* Reconciliation of cash
Cash at bank 134 134 175 175
Term deposits at call - - - -
134 134 175 175
1. Loan to external party.
2. Loan to subsidiary.

24. Segment information

The Company operates in one business segment, being the provision of online travel booking services.
For the purpose of segment information, revenue is determined by the location of the accommodation
rather than the residency of the customer. Expenses are determined by the location in which they are
incurred.
Year ended 30 June 2009
By geographic region
Aust/NZ1 Asia2 Rest of World Eliminations Total
$’000 $’000 $’000 $’000 $’000
Accommodation revenue 90,355 15,525 3,414 - 109,294
Flights and other revenue 9,287 776 2 (539) 9,526
Interest 2,395 90 1 - 2,486
Total revenue 102,037 16,391 3,417 (539) 121,306
Expenses 45,199 6,938 1,070 (539) 52,668
Depreciation 1,638 333 2 - 1,973
Amortisation 4,445 28 - - 4,473
Total expenses 51,282 7,299 1,072 (539) 59,114
Profit before income tax expense 50,755 9,092 2,345 - 62,192
Income tax expense 15,234 2,728 703 - 18,665
Net profit / (loss) 35,521 6,364 1,642 - 43,527
Assets 165,871 51,115 5,949 (9,220) 213,715
Liabilities 125,541 11,302 5,705 - 142,548
Capital expenditure 7,697 148 - - 7,845
1. The Australia/NZ geographic region includes accommodation booked at properties located within Australia, New Zealand, Cook
Islands, Fiji, Vanuatu and Papua New Guinea.
2. The Asian geographic region includes accommodation booked at properties located within Asia and French Polynesia.

82 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

Year ended 30 June 2008

By geographic region
Aust/NZ1 Asia2 Rest of World Eliminations Total
$’000 $’000 $’000 $’000 $’000
Accommodation revenue 74,031 6,441 2,983 - 83,455
Flights and other revenue 6,594 170 3 (1,178) 5,589
Interest 4,708 190 54 - 4,952
Total revenue 85,333 6,801 3,040 (1,178) 93,996

Expenses 35,760 3,787 1,885 (1,178) 40,254

Depreciation 794 90 - - 884
Amortisation 3,905 - - - 3,905
Total expenses 40,459 3,877 1,885 (1,178) 45,043

Profit before income tax expense 44,874 2,924 1,155 - 48,953

Income tax expense 13,387 791 323 - 14,501
Net profit / (loss) 31,487 2,133 832 - 34,452

Assets 125,730 47,640 5,584 (9,691) 169,263

Liabilities 99,960 9,347 3,990 - 113,297
Capital expenditure 5,236 911 - - 6,147
1. The Australia/NZ geographic region includes accommodation booked at properties located within Australia, New Zealand, Cook
Islands, Fiji, Vanuatu and Papua New Guinea.
2. The Asian geographic region includes accommodation booked at properties located within Asia and French Polynesia.

25. Earnings per share

Consolidated
2009 2008
$’000 $’000
The following reflects the income and share data used in the calculations of basic and diluted
earnings per share:
Net profit 43,527 34,452

Weighted average number of ordinary shares on issue used in the calculation of basic earnings 208,210,946 204,990,036
per share
Effect of dilution
Share options 1,799,793 2,192,009
Weighted average number of ordinary shares used in the calculation of diluted earnings per share 210,010,739 207,182,045

Wotif.com Holdings Limited 2009 Annual Report 83

 $$$ Notes to the Financial Statements

26. Auditors’ remuneration

Consolidated Parent Entity
2009 2008 2009 2008
$ $ $ $
Amounts received or due and receivable by the auditors of the Consolidated
Entity for:
- an audit or review of the financial statements of the entity and any other 259,730 233,821 - -
entity in the Consolidated Entity by Ernst & Young (Australia)
- other services in relation to the entity and any other entity in the - - - -
Consolidated Entity by Ernst & Young (Australia)
- an audit or review of the financial statements of the entity and any other 88,832 25,812 - -
entity in the Consolidated Entity by a related practice of Ernst & Young
(Australia)
- an audit or review of the financial statements of the entity and any other 13,825 13,272 - -
entity in the Consolidated Entity by a firm other than Ernst & Young
362,387 272,905 - -

27. Contingent liabilities

At balance date, the Consolidated Entity had bank guarantees of $500,000 (2008: $500,000) in respect
of credit card merchant services and other banking arrangements. There is also a bank guarantee in
respect to the lease of an office for an amount of $149,705.

28. Commitments for expenditure

The Consolidated Entity has the following commitments in place:
A hosting arrangement with Hostworks Limited of $52,400 per month (excluding GST) continuing until 6
March 2010.
Remuneration commitments for the payment of salaries and other remuneration under long-term
employment contracts in existence at the reporting date, but not recognised as liabilities, payable as
follows:
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Remuneration commitments
- within 1 year 675 600 - -
- later than 1 year, but not later than 5 years 381 939 - -
Finance lease commitments
Finance lease commitments are payable:
- not later than 1 year 113 126 - -
- later than 1 year but not later than 5 years 34 147 - -
- later than 5 years - - - -
147 273 - -
Less future finance charges (8) (25) - -
139 248 - -
Lease liabilities provided for in the financial statements:
Current (see Note 13) 105 109 - -
Non-current (see Note 13) 34 139 - -
Total lease liability 139 248 - -

84 Wotif.com Holdings Limited 2009 Annual Report

 $$$ Notes to the Financial Statements

Consolidated Parent Entity

2009 2008 2009 2008
$’000 $’000 $’000 $’000
Operating lease commitments
Future non-cancellable operating lease commitments not provided for in the financial statements and payable:
- not later than 1 year 404 86 - -
- later than 1 year but not later than 5 years 1,058 1,021 - -
- later than 5 years - - - -
1,462 1,107 - -

The Consolidated Entity leases property under operating leases expiring in 4 years. Leases generally
provide the Consolidated Entity with a right of renewal at which time all terms are re-negotiated.

29. Key management personnel

Details of key management personnel
(i) Directors
The following persons were directors of Wotif.com Holdings Limited during the financial year:
Chairman – Non-executive
R D McIlwain
Executive Directors
R M S Cooke, Group Chief Executive Officer and Managing Director
G T Wood
Non-executive Directors
R A C Brice
A B R Smith
D E Warneke
N A Cumming (Executive until 25 June 2009)
(ii) Executives (other than Directors) with the greatest authority for planning, directing and
controlling the activities of the Company
The following persons were the executives with the greatest authority for planning, directing and
controlling the Consolidated Entity (key management personnel) during the financial year:
Name Position Employer
A M Ross Chief Information Officer Wotif.com Pty Ltd
C A Dawson Chief Financial Officer Wotif.com Pty Ltd
P J Young was also a key management personnel in the year ended 30 June 2008. He ceased to be an
Executive on 6 September 2007.

Compensation of key management personnel

Consolidated Parent Entity
2009 2008 2009 2008
$ $ $ $
Short-term employee benefits 2,257,143 1,802,073 - -
Post-employment benefits 90,040 105,186 - -
Other long-term benefits 12,106 4,023 - -
Share-based payment 646,836 625,190 - -
3,006,125 2,536,472 - -

Wotif.com Holdings Limited 2009 Annual Report 85

 $$$ Notes to the Financial Statements

Equity instrument disclosures relating to key management personnel

Options provided as remuneration
Details of options provided as remuneration, together with the terms and conditions of the options, can
be found in Note 30.

Option holdings
No options over ordinary shares were provided as remuneration to any Director of Wotif.com Holdings
Limited other than the Managing Director.
Balance at Granted as Options Other Balance at Vested and Unvested
the start of remuneration exercised changes the end of exercisable
the year the year
FY2009 Key Management Personnel of the Consolidated Entity
R M S Cooke 2,300,000 - - - 2,300,000 1,500,000 800,000
A M Ross 80,000 150,000 - - 230,000 20,000 210,000
C A Dawson 250,000 120,000 - - 370,000 50,000 320,000
FY2008 Key Management Personnel of the Consolidated Entity
R M S Cooke 1,500,000 800,000 - - 2,300,000 1,000,000 1,300,000
A M Ross 100,000 - 20,000 - 80,000 - 80,000
P J Young 300,000 - 60,000 - 240,000 - 240,000
C A Dawson 250,000 - - - 250,000 - 250,000

Shareholdings
The numbers of shares in the Company held during the financial year by each Director of Wotif.com
Holdings Limited and other key management personnel of the Company, including their personally
related parties, are set out below.

FY2009 Balance at the Granted as Received during Other changes Balance at the
start of the year remuneration the year on during the year end of the year
exercise of
options
Directors of Wotif.com Holdings Limited
Ordinary shares
R D McIlwain 500,000 - - - 500,000
R M S Cooke 71,500 - - - 71,500
G T Wood 50,161,000 - - (1,000,000) 49,161,000
A B R Smith 150,000 - - - 150,000
R A C Brice 39,050,000 - - (3,550,000) 35,500,000
D E Warneke 135,000 - - - 135,000
N A Cumming 2,881,763 - - - 2,881,763
Key Management Personnel of the Consolidated Entity
Ordinary shares
A M Ross 4,233 - - (4,000) 233

86 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

FY2008 Balance at the Granted as Received during Other changes Balance at the
start of the year remuneration the year on during the year end of the year
exercise of
options
Directors of Wotif.com Holdings Limited
Ordinary shares
R D McIlwain 500,000 - - - 500,000
R M S Cooke 37,500 - - 34,000 71,500
G T Wood 51,000,000 - - (839,000) 50,161,000
A B R Smith 125,000 - - 25,000 150,000
R A C Brice 40,000,000 - - (950,000) 39,050,000
D E Warneke 59,000 - - 76,000 135,000
N A Cumming - - - 2,881,763 2,881,763
Key Management Personnel of the Consolidated Entity
Ordinary shares
A M Ross 20,233 - 20,000 (36,000) 4,233
P J Young* 233 - 60,000 - *
* Ceased to be an executive on 6 September 2007.

30. Share-based payment plans

(a) Recognised share-based payment expenses
The expense recognised for employee services received during the year is shown in the table below:
Consolidated Parent Entity
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Options issued under the Executive Share Option Plan 982 946 - -
Shares issued under Employee Share Plan - - - -
982 946 - -

(b) Executive Share Option Plan

In accordance with AASB 2 Share-based Payment, the Company has calculated the fair value of
options issued to employees. The major terms of the options issued were as follows:
●● Vesting Date
In respect of 1,500,000 originally granted options (Package 1), the options vest in three equal
tranches on 2 December 2006, 3 December 2007 and 3 December 2008 and have an exercise price
of $2.00 per option;
In respect of 2,883,000 originally granted options (Package 2), the options vest in five equal tranches
on 1 October 2007 and each anniversary of that date and have an exercise price of $2.00 per option;
In respect of 390,000 originally granted options (Package 3), the options vest in five equal tranches
on 1 October 2008 and each anniversary of that date and have an exercise price of $4.20 per option;
In respect of 800,000 originally granted options (Package 4), the options vest in three tranches
(200,000 on 22 October 2009, 200,000 on 22 October 2010 and 400,000 on 22 October 2011) and
have an exercise price of $4.75 per option.
In respect of 1,815,000 options originally granted (Package 5), the options vest in three tranches
(603,987 on 1 November 2011, 604,002 on 1 November 2012, and 607,011 on 1 November 2013)
and have an exercise price of $2.92 per option;
Wotif.com Holdings Limited 2009 Annual Report 87
 $$$ Notes to the Financial Statements

In respect of 1,468,000 options originally granted (Package 6), the options vest in three tranches
(489,307 on 1 November 2012, 489,339 on 1 November 2013, and 489,354 on 1 November 2014)
and have an exercise price of $4.43 per option.
●● Exercise Conditions
In respect of the Package 1 options, the performance criteria are as follows:
–– for the first tranche, achieving Prospectus forecast earnings per share for FY2006 (this condition
has been satisfied);
–– for the second tranche, achieving Prospectus forecast earnings per share for FY2007 (this
condition has been satisfied); and
–– for the third tranche, achieving earnings per share growth in FY2008 10% above the earnings per
share forecast in the Prospectus for FY2007.
In respect of the Package 2 options, the performance criteria are as follows:
–– for the first tranche, achieving Prospectus forecast earnings per share for FY2007 (this condition
has been satisfied); and
–– for the second tranche (and each successive tranche), achieving compound annual earnings per
share growth of 10% over Prospectus forecast earnings per share for FY2007.
In respect of the Package 3 options, the performance criteria are as follows:
–– for the first tranche, achieving earnings per share of 10.34 cents; and
–– for the second tranche (and each successive tranche), achieving compound annual earnings per
share growth of 10% over 10.34 cents.
In respect of the Package 4 options, the performance criteria are as follows:
–– for the first tranche, achieving earnings per share of 16.453 cents;
–– for the second tranche, achieving earnings per share of 18.510 cents; and
–– for the third tranche, achieving earnings per share of 20.823 cents.
In respect of the Package 5 options, the performance criteria is as follows:
–– for each tranche, achieving compound annual earnings per share growth of 15% over FY2008
earnings per share.
In respect of the Package 6 options, the performance criterion is as follows:
–– for each tranche, achieving compound annual earnings per share growth of 10% over FY2009
earnings per share.
In respect of Packages 1 to 6 options, if the performance criteria for a tranche are not met, but
subsequently the performance criteria for a later tranche are met, then the tranche with the earlier
vesting date will vest as if the performance criteria had been met. In respect of Packages 1, 3, 4, 5
and 6 options, if there is a change in control of the Company after its admission to the Official List of
ASX, any options that have not vested will immediately vest.

88 Wotif.com Holdings Limited 2009 Annual Report

$$$ Notes to the Financial Statements

●● Lapsing Date
In respect of Package 1 options, 3 December 2010;
In respect of Package 2 options, 31 December 2011;
In respect of Package 3 options, 31 December 2012;
In respect of Package 4 options, 31 December 2011;
In respect of Package 5 options, 31 December 2013;
In respect of Package 6 options, 31 December 2014.
The fair value of the options granted is estimated as at the date of grant using a binomial model, taking
into account the terms and conditions upon which the options were granted. The following table lists the
inputs to the model used for the year ended 30 June 2009.
Package 1 Package 2 Package 3 Package 4 Package 5 Package 6
Options Options Options Options Options Options
Grant date 10 April 2006 10 April 2006 19 March 2007 22 October 2007 4 July 2008 30 June 2009
Share price $2.00 $2.00 $4.20 $4.75 $2.92 $4.43
Exercise price $2.00 $2.00 $4.20 $4.75 $2.92 $4.43
Dividend yield 4.45% 4.45% 3.26% 2.76% 5.86% 3.62%
Risk free rate 5.57% 5.57% 6.03% 6.45% 6.56% 5.32%
Volatility 30%-40% 30%-40% 25%-35% 25%-35% 30%40% 35%-40%

Vesting dates and fair value

Tranche 1 2 December 2006 1 October 2007 1 October 2008 22 October 2009 1 November 2011 1 November 2012
$0.428 $0.4829 $0.9960 $1.835 $0.6930 $1.44
Tranche 2 23 December 2007 1 October 2008 1 October 2009 22 October 2010 1 November 2012 1 November 2013
$0.4589 $0.5047 $1.0519 $1.910 $0.6990 $1.48
Tranche 3 3 December 2008 1 October 2009 1 October 2010 22 October 2011 1 November 2013 1 November 2014
$0.4820 $0.5202 $1.0995 $1.975 $0.6972 $1.51
Tranche 4 1 October 2010 1 October 2011
$0.5300 $1.1391
Tranche 5 1 October 2011 1 October 2012
$0.5351 $1.1713
Expiry date 3 December 2010 31 December 2011 31 December 2012 31 December 2011 31 December 2013 31 December 2014

Note: Package 6 options were granted on 30 June 2009 and have not had a material impact on the profit and loss for FY2009.

Wotif.com Holdings Limited 2009 Annual Report 89

 $$$ Notes to the Financial Statements

The following table illustrates the number and weighted average exercise price of, and movements in,
share options during the year.
Balance at Granted during Exercised Forfeited Balance at end Vested and
start of year year during year during year of year exercisable at
end of year

FY2009
Package 1 1,500,000 - - - 1,500,000 1,500,000
Package 2 2,126,800 - 284,600 70,000 1,772,200 307,600
Package 3 390,000 - - 100,000 290,000 70,000
Package 4 800,000 - - - 800,000 -
Package 5 - 1,815,000 - 130,000 1,685,000 -
Package 6 - 1,468,000 - - 1,468,000 -
Total 4,816,800 3,283,000 284,600 300,000 7,515,200 1,877,600
Weighted average $2.63 $3.59 $2.00 $3.13 $3.06 $2.08
exercise price

FY2008
Package 1 1,500,000 - - - 1,500,000 1,000,000
Package 2 2,760,000 - 457,800 175,400 2,126,800 93,000
Package 3 390,000 - - - 390,000 -
Package 4 - 800,000 - - 800,000 -
Total 4,650,000 800,000 457,800 175,400 4,816,800 1,093,000
Weighted average $2.18 $4.75 $2.00 $2.00 $2.63 $2.00
exercise price

(c) Employee Share Plan

The Company has in place an Employee Share Plan under which shares to a value of $1,000 may
be granted to employees for no cash consideration. This Plan was approved at a general meeting of
shareholders on 10 April 2006. Employees who have been continuously employed by the Consolidated
Entity for a period of at least 12 months are eligible to participate in the Plan. Shares issued under the
plan may not be sold until the earlier of 3 years after issue or cessation of employment. The maximum
number of shares each participant receives is $1,000 divided by the weighted average closing price of
the Company’s shares on the ASX on the 5 trading days prior to the date of offer to eligible employees.
No issue of shares under the Employee Share Plan was made in the reporting period.

31. Events after balance date

On 26 August 2009, the Directors of Wotif.com Holdings Limited declared a final dividend on ordinary
shares in respect of the 2009 financial year. The total amount of the dividend is 22,922,905, and is fully
franked.
No other matter or circumstances have arisen since the end of the year which have significantly affected
or may significantly affect the operations of the Consolidated Entity, the results of those operations or
the state of affairs of the Consolidated Entity in future financial years.

90 Wotif.com Holdings Limited 2009 Annual Report

$$$ Directors’ Declaration

Directors’ Declaration
In accordance with a resolution of the Directors of Wotif.com Holdings Limited made on
26 August 2009, we state that:
(a) in the opinion of the Directors:
(i) the financial report and the additional disclosures included in the Directors’ Report, designated as
audited, of the Company and the Consolidated Entity are in accordance with the Corporations
Act 2001, including:
(A) giving a true and fair view of the Company’s and Consolidated Entity’s financial position as
at 30 June 2009 and of their performance for the year ended on that date; and
(B) complying with Accounting Standards and Corporations Regulations 2001; and
(ii) there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable;
(b) there are reasonable grounds to believe that the parties to the Deed of Cross Guarantee dated
25 June 2008 (see Note 21 on page 76) will be able to meet any obligations or liabilities to which
they are, or may become, subject by virtue of the Deed of Cross Guarantee;
(c) this declaration has been made after receiving the declarations required to be made to Directors in
accordance with section 295A of the Corporations Act 2001 for the financial period ending
30 June 2009.

R D McIlwain
Chairman

R M S Cooke
Group Chief Executive Officer
and Managing Director

Wotif.com Holdings Limited 2009 Annual Report 91

 $$$ Independent Audit Report

92 Wotif.com Holdings Limited 2009 Annual Report

$$$ Independent Audit Report

Wotif.com Holdings Limited 2009 Annual Report 93

 iii shareholder information

TOP TWENTY SHAREHOLDERS

At 14 August 2009, the 20 largest shareholdings of the Company’s fully paid ordinary shares were as
follows:
Rank Name of shareholder Number of Percentage
ordinary shares held
1 Graeme Thomas Wood & Longtom 49,161,000 23.59%
Superannuation Pty Ltd
2 J D B Services Pty Ltd (The RAC & JD Brice Inv A/C) 22,708,000 10.90%
3 J P Morgan Nominees Australia Limited 17,650,213 8.47 %
4 National Nominees Limited 15,028,057 7.21%
5 HSBC Custody Nominees (Australia) Limited 12,099,674 5.81%
6 Kevin Michael Fitzpatrick & Anthony John Fitzpatrick 10,000,000 4.80%
(The KM Fitzpatrick Family A/C)
7 RAC & JD Brice Superannuation Pty Ltd 7,792,000 3.74%
(Brice Superannuation A/C)
8 Brazil Farming Pty Ltd 7,000,000 3.36%
9 ANZ Nominees Limited (Cash Income A/C) 6,099,166 2.93%
10 UBS Wealth Management Australia Nominees Pty Ltd 5,204,246 2.50%
11 Anna Creeth Cottell 4,800,000 2.30%
12 Citicorp Nominees Pty Limited 4,523,584 2.17%
13 UQ Endowment Fund Pty Limited 4,000,000 1.92%
14 Citicorp Nominees Pty Ltd (Cwlth Bank Off Super A/C) 2,428,947 1.17%
15 Net Technologies Limited 2,096,927 1.01%
16 HSBC Custody Nominees (Australia) Limited - A/C 2 1,994,632 0.96%
17 Cogent Nominees Pty Limited 1,922,601 0.92%
18 AMP Life Limited 1,223,156 0.59%
19 Private Nominees Limited 1,107,694 0.53%
20 Queensland Investment Corporation 1,072,249 0.51%
Total 177,912,146 85.37%

94 Wotif.com Holdings Limited 2009 Annual Report

iii shareholder information

SUBSTANTIAL SHAREHOLDERS
At 14 August 2009, the following entries were contained in the register of substantial shareholdings with
respect to the Company’s ordinary shares:
Number of
Shareholdings ordinary shares
GT Wood (by notice dated 7 June 2008, last updated 21 April 2009) 49,161,000
RAC Brice and JD Brice / JDB Services Pty Ltd (by notice dated 7 June 2006, 35,500,000
last updated 25 June 2009)
Hyperion Asset Management (by notice dated 10 January 2008, last updated 12,509,138
12 February 2008)

DISTRIBUTION OF SHAREHOLDINGS (as at 14 AUGUST 2009)

Range Number of Percentage of Number of Percentage of
holders of holders shares shares
ordinary shares
1 - 1,000 shares 2,526 44.15% 1,350,068 0.65%
1,001 - 5,000 shares 2,355 41.16% 6,279,493 3.01%
5,001 - 10,000 shares 457 7.99% 3,470,911 1.67%
10,001 - 100,000 shares 323 5.65% 8,480,183 4.07%
100,001 - and over 60 1.05% 188,809,389 90.60%
5,721 100.00% 208,390,044 100.00%

Wotif.com Holdings Limited 2009 Annual Report 95

 iii shareholder information

HOLDERS OF NON-MARKETABLE PARCELS

As at 14 August 2009, there were 177 shareholders with less than a marketable parcel of the
Company’s shares (namely 101 shares or less).

VOTING RIGHTS OF SHAREHOLDERS

The fully paid ordinary shareholders of the Company are entitled to vote at any meeting of the members
of the Company and their voting rights are:
●● on a show of hands — one vote per shareholder; and
●● on a poll — one vote per fully paid ordinary share.

ON-MARKET BUY-BACK
There is no current on-market buy-back in respect of the Company’s shares.

96 Wotif.com Holdings Limited 2009 Annual Report

About this year’s Annual Report
Environmental impact
Wotif.com Holdings Limited takes our environmental impact seriously. Since 2007,
we have used Mezzanine Group for our print production, who, together with Focus
Press, employ leading environmentally sustainable print processes. Focus Press
was one of the first print companies in Australia to receive environmental compliance
certification from SAI Global for its use of vegetable-based inks, water management
and recycling.
This year we have taken this one step further, realising the economic and
environmental savings offered by legislative changes to allow online delivery of Annual Reports. This
has reduced our print run for the Annual Report by more than 90%.
We are committed to continuing to investigate ways that we can achieve environmentally, socially and
economically sustainable business practices.

Design
The layout and design for this report was completed in-house by our User Experience and Innovation
team. The mosaics featured are made up of images that you can find on our consumer websites from
our accommodation supply partners.

Wotif.com Holdings Limited 2009 Annual Report 97

 corporate directory

Registered Office
Wotif.com Holdings Limited
13 Railway Terrace
Milton Qld 4064
Telephone: (07) 3512 9965
Facsimile: (07) 3512 9914

Company Secretariat
S Simmons (Company Secretary)

Share Registry
Computershare Investor Services Pty Limited
GPO Box 523
Brisbane Qld 4001
Telephone: 1300 552 270

Auditors
Ernst & Young
Level 5 Waterfront Place
1 Eagle Street
Brisbane Qld 4000

Online communication
Shareholders can help us to reduce our costs and our impact on the environment by choosing to receive all
communication from us electronically. To do so, contact our Share Registry, or go to their investor website:
www.investorcentre.com/au

Change of address
Shareholders should advise the Share Registry immediately in writing as soon as their address changes. Broker-
sponsored shareholders should advise their sponsoring broker.

Annual General Meeting

The Annual General Meeting of Wotif.com Holdings Limited will be held at UQ Business School Downtown, Level
19, Central Plaza One, 345 Queen Street (corner of Creek Street) Brisbane, at 2.30pm (Brisbane time) on Monday
26 October 2009.

Stock Exchange listed securities

Wotif.com Holdings Limited’s shares are listed on the Australian Securities Exchange (ASX), under the ASX code
“WTF”.

Key dates*
Financial year end 30 June 2009
Announcement of audited results and dividend to ASX 26 August 2009
Dividend record date 18 September 2009
Dividend payment (final) 13 October 2009
Annual General Meeting 26 October 2009
* Dates may be subject to change.

Consolidation of shareholdings
Please contact Wotif.com’s Share Registry if you have received more than one Annual Report for the same
shareholding. Broker-sponsored shareholders should advise their sponsoring broker.

Tax file number

Shareholders who have not provided their tax file number and would like to do so should contact Wotif.com’s Share
Registry on 1300 552 270. The Company is required to deduct tax at the top marginal rate plus the Medicare levy
from unfranked or partially franked dividends paid to Australian resident shareholders who have not supplied their
tax file number or exemption details.

98 Wotif.com Holdings Limited 2009 Annual Report

Our offices & representatives

Offices Representatives