For personal use only

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

23

23

24

24

24

25

25

26

26

27

28

28

28

28

28

29

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.