1. Overview

This document sets out Flight Centre’s policy on dealing in:

  • Flight Centre Securities; and
  • securities of other entities, by its directors, officers, senior executives, relatives of senior executives, employees, consultants and contractors.

If you do not understand any part of this policy or how it applies to you, you should contact the Company Secretary before dealing with any securities covered by this policy.

2. Rationale for the Policy

The law prohibits people in possession of non-public price-sensitive information from Dealing in Securities or passing on information to others who may Deal in Securities (“Insider Trading”).

Flight Centre has adopted this policy to ensure all directors, officers, senior executives, relatives of senior executives, employees, consultants and contractors are aware of their obligations.

3. Scope

This policy applies to all:

  1. directors and officers of the Flight Centre Group;
  2. Senior Executives of the Flight Centre Group and Closely Connected Persons;
  3. employees of the Flight Centre Group;
  4. contractors and consultants of the Flight Centre Group;
  5. any entities controlled by or otherwise associated with (a) to (d) (“Restricted Persons“).

4. Insider Trading Laws

a) Prohibition

If you have any inside information about Flight Centre (or another entity, such as a company with which Flight Centre is considering a transaction), it is criminal offence for you to:

  • Deal in Flight Centre Securities (or securities of the other entity);
  • advise or procure another person to Deal in Flight Centre Securities (or securities of the other relevant entity); or
  • pass on inside information to someone else (such as colleagues, family or friends) knowing (or where you should have reasonably known) that the other person will, or is likely to, use that information to Deal in, or procure someone else to Deal in, Flight Centre Securities (or securities of the other entity).

What type of information is ‘inside information’?

Inside information is information that:

  • is not generally available; and
  • if it were generally available, a reasonable person would expect it to have a ‘material effect’ on the price of Flight Centre Securities or securities of another entity (in that it would, or would be likely to, influence persons who normally invest in securities in deciding whether or not to acquire or dispose of the relevant Securities).

What type of information is ‘price sensitive’?

The following list is illustrative only:

  • the financial performance of Flight Centre against its budget;
  • a possible acquisition or sale of any assets by the Flight Centre Group;
  • a possible change in Flight Centre’s capital structure;
  • a proposed dividend;
  • senior executive changes;
  • development of a new product; or
  • any possible claim against Flight Centre or other unexpected liability.

What is ‘Dealing’ in Securities?

Dealing in Securities includes applying for, acquiring, disposing of, or entering into an agreement to apply for, acquire or dispose of, Flight Centre Securities or Securities of another entity.

b) Consequences of Insider Trading

Penalties for Insider Trading can include:

  • criminal liability including large fines or imprisonment;
  • a civil penalty of up to $220,000; and
  • civil liability, which may include being sued by another party or Flight Centre, for any loss suffered as a result of illegal trading.

5. Trading Restrictions Imposed by this Policy

a) Trading Windows

Restricted Persons may only Deal in Flight Centre Securities during Trading Windows detailed below.

A Trading Window will be opened for the period of 30 days from the announcement to ASX of each of the following:

  1. Flight Centre’s half year results;
  2. Flight Centre’s full year results;
  3. the results of Flight Centre’s Annual General Meeting; and
  4. profit guidance in respect of Flight Centre.

Warning: Irrespective of whether a Trading Window is open, should you possess ‘inside information’ then you must not Deal in Flight Centre Securities or other relevant Securities.

b) Ad hoc Trading Windows

The Company Secretary may, on an ad hoc basis, allow Restricted Persons to Deal in Flight Centre Securities by opening a trading period outside of a normal trading period (Ad Hoc Trading Window). The Company Secretary will open an Ad Hoc Trading Window by notifying Restricted Persons directly by email, , setting out the duration of the Ad Hoc Trading Window.

The Company Secretary may also prohibit certain or all Restricted Persons from Dealing in Flight Centre Securities during a Trading Window or an Ad Hoc Trading Window. Where Restricted Persons are prohibited, the Company Secretary will notify them directly by email.

c) Application to employee share or option plans, bonus issues and dividend reinvestment plans

The restrictions in this policy do not affect a Restricted Person’s participation in:

  1. Flight Centre’s employee share or option plans or the exercise of rights under those plans;
  2. a bonus issue made to all holders of Flight Centre Securities; or
  3. a dividend reinvestment plan that is available to all holders of Flight Centre Securities.

However, the restrictions in this policy will apply to any subsequent Dealing in any Flight Centre Securities issued to (or for the benefit of) a Restricted Person in those circumstances.

d) Margin lending and hedging arrangements

Restricted Persons must notify the Company Secretary immediately of any arrangement involving:

  1. margin lending, other securities lending or the granting a charge, lien or other encumbrance over Flight Centre Securities; or
  2. hedging or otherwise entering into a contract with the purpose of securing a profit or avoiding a loss by reference to movements in the price of Flight Centre Securities, where the Flight Centre Securities subject to such arrangements represent 5% or more of Flight Centre’s issued capital.

On receiving such notification, the Company Secretary will inform the Board.

Directors, Senior Executives and Closely Connected Persons are prohibited from entering into margin loans, hedging or any other arrangement that would have the effect of limiting their exposure to risk in relation to an element of their remuneration that:

  1. has not vested in that Director or Senior Executive; or
  2. has vested in that Director or Senior Executive but remains subject to a holding lock.

e) Short-selling and short term dealing prohibited

Restricted Persons must not engage in ‘short-selling’ of Flight Centre Securities. ‘Short-selling’ involves a person borrowing Securities to sell in the hope that they will be able to buy them back at a lower price in the future.

Restricted Persons must not engage in ‘short term dealing’ in Flight Centre Securities.‘Short term dealing’ includes buying and selling Securities within a three month period and could involve frequent and regular trading.

f) Trading outside Trading Windows

Restricted Persons are prohibited from trading in Flight Centre Securities at times outside the Trading Windows, unless otherwise approved by the Company Secretary in exceptional circumstances. Exceptional circumstances include extreme financial hardship or any other circumstances considered exceptional by the Chairman or, if the circumstances involve the Chairman, the Managing Director.

A Restricted Person must seek approval by sending an email to the Company Secretary outlining the details of the potential trade and the exceptional circumstances which justify the trade. The Company Secretary will notify the Restricted Person whether the request has been granted by return email. If granted, an approval will last for 7 days.

6. Notification of Dealing

The directors of Flight Centre must notify the Company Secretary if their interest in Flight Centre Securities changes, as soon as possible after such change occurs.

7. Confidential Information

Directors, Senior Executives, employees and contractors have a duty of confidentiality in respect of information obtaining during the course of their employment or during the course of their involvement with the Flight Centre Group. You must not reveal any confidential information concerning the Flight Centre Group, use that information in any way which may injure or cause loss to the Flight Centre Group, or use that confidential information to gain an advantage for yourself.

Furthermore, if you are a Restricted Person, you must not directly or indirectly communicate ‘inside information’ in relation to Flight Centre Securities or other Securities relating to another entity, if you know, or ought reasonably to know, that that other person would be likely to:

  1. deal in Flight Centre Securities or other relevant Securities; or
  2. procure another person to so deal.

8. Policy Adherence and Awareness

All directors, officers, Senior Executives, Closely Connected Persons, employees, contractors and consultants of the Flight Centre Group are required to comply with this policy and must notify the Company Secretary of any breach or suspected breach of this policy.

The policy will be provided to all new directors, officers and Senior Executives at the commencement of their engagement with the Flight Centre Group. This policy and any updates to the policy will also be made available on the Flight Centre intranet.

Strict compliance with this policy is a condition of employment. Breaches of this policy will be subject to disciplinary action, which may include termination of employment.

Senior Executives of the Flight Centre Group must ensure that their associated Closely Connected Persons understand the application of the policy.

9. Monitoring Compliance

Flight Centre does monitor Dealing in Flight Centre Securities by Restricted Persons as part of the administration of this policy.

Flight Centre will periodically update this policy to ensure that it meets regulatory standards and will notify the market and directors, officers, Senior Executives, employees, contractors and consultants of the Flight Centre Group accordingly.

10. Definitions

ASX means the ASX Ltd ACN 008 624 691

Board means the board of directors of Flight Centre.

Closely Connected Persons means all of the following:

  1. a spouse or de facto spouse of a Senior Executive of the Flight Centre Group;
  2. a child who is under the age of 18 of a Senior Executive of the Flight Centre Group; and
  3. a trust controlled by a Senior Executive of the Flight Centre Group or a person referred to in (a) and (b) above.

Corporations Act means the Corporations Act 2001 (Cth).

Deal means to apply for, acquire, dispose of, or enter into an agreement to apply for, acquire or dispose of Securities.

Flight Centre means Flight Centre Travel Group Limited ACN 003 377 188.

Flight Centre Group includes Flight Centre and its subsidiaries and entities it controls.

Flight Centre Securities includes Flight Centre shares, debentures, options to subscribe for new shares and options over existing shares, warrant contracts, contracts for difference and other derivatives relating to Flight Centre shares.

Securities means shares, debentures, options to subscribe for new shares and options over existing shares, warrant contracts, contracts for difference and other derivatives relating to the shares.

Senior Executives means those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director.

Trading Window has the meaning set out at paragraph 5(a).

 

This policy was adopted by the Board at the meeting of 26 August 2015

Policy Title:

Share Trading Policy

Date:

26 August 2015

Approved:

Graham Francis Turner, Managing Director

David Smith, Company Secretary