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
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 |
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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 |
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Page (iii)
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