Flight Centre Travel : Amendment to FLT Constitution
February 14, 2022 at 11:57 pm EST
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STATEMENT TO AUSTRALIAN SECURITIES EXCHANGE - 15 February 2022
Amendment to the Constitution of
FLIGHT CENTRE TRAVEL GROUP LIMITED (Company)
Attached to this announcement is the amended Constitution of the Company that has been lodged with ASIC. The amended Constitution was approved by special resolution of shareholders at the most recent Annual General Meeting of the Company.
This announcement was approved by the Company Secretary.
ENDS: Media & investor enquiries to haydn_long@flightcentre.com, + 61 418 750 454
Flight Centre Travel Group Limited ABN 25 003 377 188
275 Grey Street, South Brisbane QLD 4101 AUSTRALIA
For personal use only
Constitution of Flight Centre
Travel Group Limited
ACN 003 377 188
The Corporations Act
Company limited by shares
Registered in New South Wales
Dated: 1 November 2013, as amended on 20 October 2021
Constitution of Flight Centre Travel Group Limited
For personal use only
Table of Contents
Definitions
1
Interpretation
2
Replaceable Rules
2
Listing Rules
3
Transitional
3
Issue of Securities
3
Preference Shares
3
Recognition of Third Party Interests
5
Surrender of Securities
5
Joint Holders
5
Uncertificated Holdings
6
Certificates
6
Liability to Forfeiture
6
Power to Forfeit
6
Consequences of Forfeiture
7
Lien on Shares
7
Notice of Forfeiture
8
Disposal of Forfeited Shares
8
Sale of Shares to Enforce Lien
8
Application of Proceeds of Sale
8
Transfers After Forfeiture and Sale
9
Directors' Power to Make Calls
9
Interest on Unpaid Amounts
9
Differentiation Between Holders
9
Transfers
9
Directors may Refuse to Register
10
Transfer and Certificate (if any)
10
Transmission on Death
11
Transmission by Operation of Law
11
Restricted Securities
11
Power to Alter Share Capital
12
Power of Directors to Convene and Use of Technology
12
Notice of General Meetings
13
Business of AGMs and General Meetings
13
Quorum
14
Conduct of Meetings
14
Page (i)
Constitution of Flight Centre Travel Group Limited
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Acting Chair
Adjournments
Voting at General Meetings
Special Meetings
Procedure for Polls
Chair has Casting Vote
Representation and Voting of Shareholders
use
Restriction on Voting Rights
Form of Proxy
Form of Direct Vote
Validity of Proxies
Validity of Direct Votes
Appointment and Removal
personal
Retirement
Remuneration
Written Resolutions
Vacation of Office
Retirement Allowance for Directors
Directors May Lend to the Company
Appointment of Executives
Powers of Directors and Managing Director
Proceedings
Meetings by Technology
Chair of Directors
Directors' Voting Rights and Exercise of Powers
Material Personal Interests
Committees and powers of delegation
For
Defects in Appointments
Secretaries and Other Officers
Other Officers
Seals and their Use
Reserves
Powers to Determine Dividends and Pay Interest
Crediting of Dividends
Deduction of Unpaid Amounts
Distributions in Kind
Payment of Distributions
Capitalisation of Profits
15
15
16
16
16
16
17
17
18
18
19
20
21
21
21
22
22
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23
24
24
24
25
25
26
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27
28
28
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28
28
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29
30
30
30
31
Page (ii)
Constitution of Flight Centre Travel Group Limited
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Notices Generally
Winding Up
Indemnity of Officers, Insurance and Access
Sale of Small Holdings
Dividend Reinvestment Plans
Employee Share Plans
Restriction on Registration
For personal use
Procedures
32
33
34
35
38
39
40
40
Page (iii)
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Flight Centre Travel Group Ltd. published this content on 15 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2022 04:56:04 UTC.
Flight Centre Travel Group Limited is a travel retailer and corporate travel manager. The Company's principal activities include travel retailing in both the leisure and corporate travel sectors, plus in-destination travel experience businesses including tour operations, hotel management, destination management companies (DMCs) and wholesaling. Its segments include Leisure, Corporate, and Other. The Leisure segment combines the retail store front and online brands for retail customers, luxury travel brands Travel Associates and Scott Dunn, independent agents and complementary offerings. The Corporate segment includes the FCM brand, Corporate Traveller and other Corporate customer brands. The Other segment includes Brisbane-based and other support businesses, including Supply, that support the global network and also include travel management services which incorporates touring, ground-handling and hotels. Its brands include Flight Centre, Aunt Betty, ignite, and Scott Dunn.