Flight Centre Travel Group Limited ($FLT)

Good morning, ladies and gentlemen, and welcome to this General Meeting of Shareholders of Flight Centre Travel Group Limited. My name is Colette Garnsey. I am the company's Lead Independent Director, and I will chair today's meeting in the absence of our Non-Executive Chairman, Gary Smith, who is overseas. As shareholders will be aware, this is a virtual-only meeting held in accordance with Section 249RC of the Corporations Act 2001 and Rule 32A of the company's constitution. As we have the necessary quorum of shareholders present, I now declare this general meeting open. I would now like to introduce those who are present in the room with me are Non-Executive Directors, Mr. John Eales, Mr. Robert Baker and Ms. Kirsty Rankin. We also have our Chief Financial Officer, Adam Campbell; Company Secretary, David Smith; Head of Investor Relations, Haydn Long; and Head of Corporate Finance, Nicolas Masters. Alistair Schaefer is also with us from Talbot Sayer Lawyers and Scott Burkett from BDO, the independent expert. As I have mentioned, our Non-Executive Chairman, Gary Smith, is overseas. Before we proceed, I would like to run through a few matters to assist shareholders. This meeting is being held entirely online via the Computershare meeting platform. Only shareholders, attorneys, representatives and proxyholders are entitled to ask questions or vote during this meeting. To ask a written question at any time, please select the Q&A icon on your device. Choose the topic from the drop-down menu, type your question and press send. You may also request to ask a question verbally by following the instructions shown below the broadcast window. Our moderator, Haydn Long, will read out or facilitate questions. If we receive multiple similar questions, we will group them where possible. Voting will be conducted by poll on the item of business. A polling icon will appear on your device when voting opens. Click on the icon, select your voting option for the resolution and your vote will be recorded automatically. There is no need to press a submit button. You may change your vote at any time until I declare the voting closed. I appoint Lewis Brimelow from the Computershare Investor Services Limited as returning officer to conduct the poll for this meeting and declare voting open. The Notice of Meeting was dispatched to all registered shareholders on Monday, the 13th of April 2026. I take the Notice of Meeting as read. Now to my address. Thank you, and welcome again to all shareholders joining us online today. We have called this general meeting for one specific purpose, to seek shareholder approval for Flight Centre Travel Group to divest its entire shareholding in Pedal Group Proprietary Limited. Let me take a few minutes to give you the background and context to this transaction. As many of you will know, Flight Centre has held an equity interest in Pedal Group joint venture since the early days of that business. Pedal Group, which operates the 99 Bikes retail chain and wholesaler, Advance Traders Australia is a well-run business with a strong brand and a loyal customer base. We are proud of what was built through that partnership. However, as we have outlined to shareholders at our recent AGMs and half year briefings, Flight Centre has been actively reshaping its portfolio over recent periods, divesting noncore assets, closing underperforming brands and fast-tracking investment into key sectors such as cruises and meetings and events where we see significant long-term growth opportunity. Last October, Flight Centre and the Turner family engaged advisors to formally review future ownership options for Pedal Group. At that time, we were clear with the market. While we intended to maintain our investment, we would consider proposals relating to our Pedal Group stake if we believe them to be in the Flight Centre shareholders' best interests. Following that process, 99 Bikes Founder and Pedal Group Chairman, Matt Turner approached Flight Centre with a proposal from the Turner Collective, a consortium of entities associated with Graham Turner and his family to acquire Flight Centre's approximate 47% interest in Pedal Group. After careful consideration, Flight Centre's independent directors unanimously concluded that the proposal represents fair value for shareholders and is consistent with Flight Centre's direct -- strategic direction. Now let me outline the key terms of the transaction. Flight Centre proposes to sell all of its shares in Pedal Group for an aggregate consideration of $61.7 million. The transaction is structured in 2 parts, a share sale to entities associated with the Turner family for $26.7 million and a selective buyback by Pedal Group itself by $35 million or $35 million. The transaction is expected to result in a one-off accounting gain for Flight Centre of approximately $15 million. The resulting capital gain is expected to be fully offset by existing revenue and capital losses. So no cash tax liability is anticipated. The sale will also significantly bolster cash reserves, which is obviously very important during periods of turbulence. Through this transaction and the sale of Cross Hotels during the first half, we will have generated more than $80 million in cash, which represents about 4% of our current market capitalization, whilst preserving and strengthening the leisure and corporate travel businesses that will drive our future growth. The Board, with the Managing Director appropriately abstaining given his personal interest in the transaction, is unanimous in recommending that shareholders vote in favor of this resolution. We also engaged BDO Corporate Finance as an independent expert to assess the transaction. BDO has concluded that the terms of the transaction are fair and reasonable to Flight Centre's non-associated shareholders. I encourage all shareholders to read the Independent Expert's Report, which is available in the Investor Centre of our company website. Because the transaction involves the disposal of a substantial asset to related parties of the company being entities associated with our Managing Director, we are required under the ASX Listing Rule 10.1 to seek your approval before proceeding, and that is the purpose of today's meeting. The net proceeds will be redeployed into growth initiatives aligned with Flight Centre's core strategy. The disposal will also streamline our portfolio and release the company from various historical obligations linked to its role as Pedal Group's strategic partner, including supplier guarantees, lease arrangements and insurance programs. In short, this transaction crystallizes a strong return on our investment, sharpens our strategic focus and positions Flight Centre to continue investing in our core global travel business. We believe the Turner Collective is very well placed to support Pedal Group's next phase of growth and we wish the Pedal team every success. I will now move to the formal business of this meeting, the resolution for the approval to dispose of shares held by Flight Centre in Pedal Group. We now move to the single item of business, the resolution seeks shareholder approval under and for the purposes of ASX Listing Rule 10.1 and for all other purposes, for Flight Centre to proceed with the transactions to dispose of its shares in Pedal Group on the terms and conditions set out in the explanatory memorandum dispatched to shareholders. The resolution is an ordinary resolution, meaning it requires a simple majority of votes cast by shareholders entitled to vote. Voting exclusions. The company will disregard any votes cast in favor of the resolution by or on behalf of any of Graham Turner, Matthew Turner or any member of the Turner family or any of their associates. Full details of the voting exclusions are in the Notice of Meeting. These exclusions do not apply where a vote is cast by such a person as proxy or attorney in accordance with the direction or by the Chair of the meeting as proxy in accordance with the chair's discretion. As Chair, I intend to vote all available undirected proxies in favor of the resolution. Proxy votes received in advance of the meeting are now displayed on your screens. Questions. I now invite questions from shareholders on the resolution. Please confine your questions to the business of the resolution. Online attendees may submit written questions via the Q&A icon on your device at any time. You may also request to ask a question verbally by following the prompts on the platform. Haydn, are there any questions from online shareholders?

Thank you, Colette. Yes, we do have a couple of questions, predominantly from Stephen Mayne. The first question is 3 parts to it. So if it suits you, I'll break it down into the 3 different sections. The first part of the question is, when did Flight Centre get constitutional approval to hold virtual shareholder meetings and please confirm that you'll persist with best practice hybrid AGMs going forward.

Yes, we received constitutional approval on the 20th of October 2021, and we have been holding hybrid AGMs since COVID and plan to continue to do so.

Thank you, Colette. Second part of the question. Also, when disclosing the poll outcome for the ASX, will you include the headcount data so we can see how many of your circa 90,000 shareholders voted for and against this related party transaction. You commendably did this at the last 2 AGMs, and it will be interesting to see if participation is again less than 1,000.

Thank you, and thank you, Mr. Mayne. Yes, we will show the headcount data.

The third part of the question was actually just on screen. Finally, was there any material against vote on the proxies, which ideally would have been disclosed to the ASX along with the formal addresses?

No. No, Mr. Mayne, there were no material votes on proxies.

Thank you, Colette. We do have 1 more question from Stephen. It might be a difficult one for you to answer because it relates to Skroo and the Turner family, but I'll give you a brief overview of it. Basically, what sort of investment in time will Skroo be putting into the Pedal Group now that they own 100% of it. I'm not sure if you are in a position to answer that in any shape or form.

What I can say, Mr. Mayne, is that Skroo is actively involved in Flight Centre, literally 24/7. And that is something that we all benefit from, all shareholders benefit from the dedication and focus that Skroo Turner gives to this company.

Thank you, Colette. That's the only questions we have at the moment online.

Okay. I'll just give it a minute. Perchance, another question is coming through. Any further questions, Haydn?

No.

If there are no further questions on the resolution, I ask shareholders who have not submitted their votes to please do so now. I'll now pause the meeting briefly to give shareholders a final opportunity to vote. Please cast your vote via the polling icon on your device. We'll just allow about 30 seconds for that process to take place. [Voting]

Thank you. Voting is now closed. I'm just going to turn now to the announcement of results and the closure of this meeting. The results of the poll will be tallied by the returning officer immediately following the close of the meeting and released to the ASX later today. If the resolution is passed, Flight Centre will proceed to complete the disposal of its Pedal Group shareholding with settlement on or around the 15th of May 2026, subject to the satisfaction of all applicable conditions precedent. That concludes this general meeting. On behalf of the Board, I thank all shareholders for your participation today. I declare the meeting closed.