Flight Centre Travel : Notice of Annual General Meeting and Proxy Form (18/10/17)

*M00000112Q02*

*M00000112Q02*

Flight Centre Travel Group Limited (ABN 25 003 377 188) Annual General Meeting will be held at: Rydges South Bank

Podium Level, Rooms 3-4 9 Glenelg St

South Brisbane QLD 4101

at 9.00am (Brisbane time) on Thursday 9 November 2017.

ORDINARY BUSINESS

1. Re-election of Director - To consider and, if thought fit, pass the following ordinary resolution:

   "That Mr John Eales who retires by rotation be re-elected as a non-executive director."

2. Directors' Remuneration Report - To consider and, if thought fit, pass the following ordinary resolution:

   "That the Remuneration Report (which forms part of the Directors' Report) for the year ended 30 June 2017 be adopted".

   The vote on this resolution is advisory only and does not bind the directors or the company.

3. Other Business - To deal with any other business which may be brought forward in accordance with the constitution and the Corporations Act.

By order of the board

David Smith Company Secretary 6 October 2017

226777_020IIB

Samples/000001/000002/i12

Voting Entitlements

Pursuant to the Corporations Act, the Directors have determined that the shareholding of each shareholder for the purpose of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register as at 7.00pm (Sydney time) on Tuesday 7 November 2017.

Lodgement of a Proxy

The lodgement of the proxy form (and any Power of Attorney under which it is signed) must be received no later than 9:00am (Brisbane time) on Tuesday 7 November 2017, being 48 hours before the commencement of the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

VOTING RESTRICTIONS

Item 2 (Directors' Remuneration Report)

Members of the company's key management personnel and their closely related parties (as defined in the Corporations Act) are prohibited from voting on Item 2 (Directors' Remuneration Report) and any such votes will be disregarded by the company, unless:

1. the person is voting as proxy for a person who is entitled to vote in accordance with the directions specified on the proxy form; or

2. the vote is cast by the chairman of the meeting for a person who is entitled to vote where the person has expressly authorised the chairman to exercise the proxy.

The chairman of the meeting intends to vote all available proxies in favour of Item 2 (Directors' Remuneration Report).

EXPLANATORY NOTES.

This Explanatory Memorandum and the attachments to it are important documents. They should be read carefully.

Item 1 (Re-election of Director - Mr John Eales)

John Eales was appointed by the FLT board in 2012 as non-executive Director, and is chairman of the remuneration & nomination committee and member of the audit committee.

After retiring from rugby in 2001, John has served in executive or advisory positions with a number of companies and organisations.

John co-founded the Mettle Group in 2003 - a corporate consultancy which was acquired by Chandler Macleod in 2007 and was a director of QM Technologies in the lead-up to its IPO in 2007 and its subsequent acquisition by Computershare in 2009.

Currently, John sits on the Fuji Xerox - DMS, Magellan Financial Group, and Australian Rugby Union boards. In addition, he is an occasional lecturer at Sydney's University of Notre Dame and continues to consult to other major Australian and international companies in the field of leadership, people and corporate culture.

John is a columnist with The Australian Newspaper in the fields of both sport and business and the author of two books, Learning From Legends Sports and Learning From Legends Business.

226777_020IIB

The board considers that John Eales, if re-elected, qualifies as an independent director. The directors (other than John Eales) support this resolution.

*L000001*‌

FLT

*L000001*

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 Online:

www.investorvote.com.au

 By Mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505

(outside Australia) +61 3 9415 4000



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 9:00am (Brisbane time) Tuesday 7 November 2017

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that

person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.



GO ONLINE TO VOTE,

or turn over to complete the form

Samples/000001/000001

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise



your broker of any changes.

I 9999999999

I ND

STEP 1

Appoint a Proxy to Vote on Your Behalf XX

I/We being a member/s of Flight Centre Travel Group Limited hereby appoint

the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Flight Centre Travel Group Limited to be held at Rydges South Bank, Podium Level, Rooms 3-4, 9 Glenelg Street, South Brisbane QLD 4101 on Thursday 9 November 2017 at 9:00am (Brisbane time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

1. Re-election of Director - Mr John Eales

    PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

2. Directors' Remuneration Report

Before completing your vote and returning by post, please consider using the preferred electronic voting option outlined on the front page of this form.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name

Contact

Daytime / /

Telephone Date

F L T 2 2 6 7 7 7 A