NOTICE OF EXTRAORDINARY GENERAL MEETING20104234353

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					NOTICE OF EXTRAORDINARY GENERAL MEETING



                                      FLIGHT CENTRE LIMITED
                                           (ABN 25 003 377 188)
                                                  (FLT)



NOTICE is hereby given that an Extraordinary General Meeting of shareholders of FLT will be held
at the Novotel Hotel, 200 Creek Street, Brisbane at 10.30am on Wednesday, 28 February 2007.

Important        1       The resolutions should be read in conjunction with the Information
                         Memorandum which accompanies this Notice.
                 2       Certain terms used below are defined in the Glossary of Terms in
                         Part F of the Information Memorandum.

                 3       FLT must disregard votes cast by certain shareholders and certain
                         shareholders should not vote, in relation to particular resolutions as
                         explained in the 'Voting Exclusion' paragraphs below. If your vote
                         must be disregarded or if you must not vote please do not vote. If you
                         have any doubts, please take advice.
                 4       Two separate Scheme Meetings have been convened for the Non-
                         Founder Shareholders and the Founder Entities to approve the
                         Scheme which will take place immediately after this Extraordinary
                         General Meeting.


The purpose of the meeting is to consider and, if thought fit, pass the following resolutions.


Resolution 1             Special Resolution to Approve the Buy-Back

                         Shareholders are asked to consider and, if thought fit, pass the following
                         resolution as a special resolution:
                         THAT:
                         (a)      for the purposes of s257D of the Corporations Act, approval is
                                  given for the Buy-back to be entered into by FLT in connection with
                                  the Scheme (as described in the Information Memorandum which
                                  accompanies this Notice of Extraordinary General Meeting); and

                         (b)      FLT may enter into and give effect to the documents and take all
                                  such actions required to implement the Buy-back as described in
                                  the Information Memorandum.

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                 Short Explanation: While the Buy-back is technically a "selective buy-back" under
                 the Corporations Act, FLT has obtained relief from ASIC such that the buy-back is
                 treated for voting purposes as an "equal access scheme" and all shareholders,
                 including shareholders who wish to have their shares bought back by FLT, may
                 vote on the resolution provided that a separate resolution to approve the Buy-back
                 is put on which only Gainsdale Pty Ltd (as trustee of the GF Turner Family Trust),
                 Gehar Pty Limited (as trustee of the Geoffrey Harris Family Trust), James
                 Management Services Pty Limited (as trustee of the James Family Trust), Friday
                 Investments Pty Ltd (as trustee of the Goldburg Family Trust) and Trinity Holdings
                 Limited (Founder Entities) can vote.


Resolution 2             Special Resolution to Approve the Buy-Back

                         Founder Entities are asked to consider and, if thought fit, pass the following
                         resolution as a special resolution:

                         THAT:
                         (a)      for the purposes of s257D of the Corporations Act, approval is
                                  given for the Buy-back to be entered into by FLT in connection with
                                  the Scheme (as described in the Information Memorandum which
                                  accompanies this Notice of Extraordinary General Meeting); and

                         (b)      FLT may enter into and give effect to the documents and take all
                                  such actions required to implement the Buy-back as described in
                                  the Information Memorandum.

                 Short Explanation: While the Buy-back is technically a "selective buy-back" under
                 the Corporations Act, FLT has obtained relief from ASIC such that the Buy-back is
                 treated for voting purposes as an "equal access scheme" on the condition that a
                 separate resolution to approve the Buy-back is put on which only the Founder
                 Entities can vote.

                 Voting Exclusion:

                 FLT will disregard any votes cast in favour of this resolution by any persons other
                 than the Founder Entities.

                 However, FLT need not disregard a vote if:

                        it is cast by a person as proxy for a person who is entitled to vote, in
                         accordance with the directions on the proxy form; or

                        it is cast by the person chairing the meeting as proxy for a person who is
                         entitled to vote, in accordance with a direction on the proxy form to vote as
                         the proxy decides.


Resolution 3             Special Resolution to Approve the Financial Assistance

                         Shareholders are asked to consider and, if thought fit, pass the following
                         resolution as a special resolution:

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                         THAT:
                         (a)      for the purposes of s260B(1) of the Corporations Act, approval is
                                  given for the Financial Assistance to be provided by FLT in
                                  connection with the acquisition of its shares by BidCo (as
                                  described in the Information Memorandum); and

                         (b)      FLT may enter into and give effect to the documents and take all
                                  such actions to implement the Financial Assistance as described in
                                  the Information Memorandum.

                 Short Explanation: FLT has agreed to propose the Financial Assistance
                 Resolution to assist BidCo to implement the Financial Assistance associated with
                 the Scheme, on the basis that the Financial Assistance will only be given by FLT
                 after the Effective Date. As at the Effective Date, BidCo will be unconditionally
                 entitled to acquire all shares in FLT not already owned by BidCo or its related
                 entities, or participating in the Buy-back Offer.

                 Voting Exclusion:

                 FLT will disregard any votes cast in favour of this resolution by:

                 •       BidCo; or

                 •       any associate of BidCo (which includes the Founder Entities).

                 However, FLT need not disregard a vote if:

                        it is cast by a person as proxy for a person who is entitled to vote, in
                         accordance with the directions on the proxy form; or

                        it is cast by the person chairing the meeting as proxy for a person who is
                         entitled to vote, in accordance with a direction on the proxy form to vote as
                         the proxy decides.




A detailed explanation of the background and reasons for the proposed resolutions are set out in
the Information Memorandum which accompanies this Notice.

By order of the Board




Greg Pringle
Company Secretary

Date: 25 January 2007

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NOTES

1.      Voting entitlement
        For the purposes of voting at the Extraordinary General Meeting, persons holding FLT
        Shares at 7.00pm on Monday, 26 February 2007 will be treated as shareholders. This
        means that if you are not the registered holder of a relevant share at that time you will not
        be entitled to vote in respect of that share.

2.      Proxies

        A member who is entitled to attend and cast a vote at the meeting may appoint a person as
        the member's proxy to attend and vote for the member at the meeting. The appointment
        may specify the proportion or number of votes that the proxy may exercise. If the member
        is entitled to cast 2 or more votes at the meeting, the member may appoint 2 proxies and
        may specify the proportion or number of votes each proxy may exercise. Proxies need not
        be members of FLT.

        Where two proxies are appointed a separate form should be used for each. Members are
        requested to show on the form a specified number or proportion of the member's voting
        rights which the proxy may exercise. To do this, delete ALL and insert the relevant number
        or proportion of shares in respect of which the appointment is made.

3.      Chairman
        Mr Bruce Brown will chair the meeting. Persons intending to lodge a proxy form directing
        the Chairman as proxy to vote as the proxy decides (called an Open Proxy) should note
        that Mr Brown intends to cast any Open Proxies in favour of the resolutions.

        If, for any reason, Mr Brown is unable to chair the meeting, an alternative Chairman,
        Mr Howard Stack will take the chair. The alternative Chairman intends to cast any Open
        Proxies in favour of the resolutions.




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