Flight Centre Travel : Amendment to FLT Constitution

About this update from Flight Centre Travel Group Limited

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 [email protected] , + 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 only 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 only 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) This is an excerpt of the original content. To continue reading it, access the original document here .

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