Frequently Asked Questions 1. WHAT IS SHAREDVANTAGE? The objectives in offering Sharedvantage to Employees are to: increase the proportion of Employees who hold Shares in Flight Centre; assist in the retention of Employees; and align the interests of Employees with those of Flight Centre s shareholders. Sharedvantage provides Employees with a cost effective way of buying shares or phantom shares in Flight Centre, where: provided that the Vesting Conditions are met at the end of the Vesting Period, you will be awarded with one free Matched Share or Phantom Matched Share for every 4 Acquired Shares or Phantom Acquired Shares that you continue to hold; you will also be eligible for Dividends on your Acquired Shares or Phantom Dividends on your Phantom Acquired Shares throughout the Vesting Period; no brokerage fees will apply on purchases of Acquired Shares or Matched Shares; you will receive online dividend statements in relation to Shares; you will have access to an online share sale facility which will, subject to the Share Trading Policy and any relevant securities laws restrictions, enable you to sell your Shares on the ASX through an Australian Broker; and Australian employees that are domiciled in Australia and are Australian residents for tax purposes will receive online tax statements in relation to their Shares.
2. ELIGIBILITY Is there a minimum length of service required to participate in the Plan? To be able to participate in Sharedvantage, Employees must have commenced their employment with their Flight Centre Group employer in a Participating Country at least three months prior to the first Acquisition Date of Acquired Shares under the Plan. What happens if I go on temporary leave (e.g. maternity/parental leave, sick leave, long-service leave, sabbatical)? While you are still receiving pay, deductions will be made from your after tax salary to purchase Acquired Shares and these Shares will be matched with Matched Shares subject to the Vesting Conditions and Forfeiture Conditions. Unless otherwise stated in your Offer, if you take unpaid leave during the Plan Year, your contributions to the Plan will cease and purchases of Acquired Shares under the Plan will also cease. Provided that you still satisfy the Vesting Conditions at the end of the Vesting Period, you will still be entitled to receive Matched Shares in relation to those Acquired Shares which were purchased under the Plan before you went on unpaid leave, which are still held by you. If you recommence paid leave or employment during that same Plan Year or any subsequent Plan Year, you will need to re-apply in order to participate in the Plan. You will be unable to make additional payments prior to taking, or returning from, temporary leave. If I joined Flight Centre within three months of the first contribution, can I participate in this Plan Year? Employees who commence within three months of the first contribution in any given Plan Year will not be able to contribute in that current Plan Year, but will be given the opportunity to participate in Sharedvantage in the next six monthly Offer period. Can my family members or friends participate in Sharedvantage? Sharedvantage is only available to Eligible Employees, not their family members or friends.
3. PARTICIPATION Will I need to reapply to participate next year? Unless otherwise stated in your Offer, no, you will not need to reapply in order to participate in the Plan next year as your current enrolment and contributions will remain in place when the next Offer period arrives. You may however elect to withdraw or alter your Annual Contribution Amount during the next offer period by completing a new online Application. Can I change my level of participation during the Plan Year? Once the Offer has closed, unless otherwise stated in your Offer, the choices you have made in your online Application form will apply for the entire 12 month Plan Year. This means you won t be able to change or cancel your contributions unless: you change the country you work in and the currency in which you are paid; you receive approval from the Flight Centre Board to cease contributing during the Plan Year; or you take unpaid leave.
4. CONTRIBUTIONS Can I choose the currency of my contributions? No. The currency of your contributions will be determined by the currency you are paid in. Do I have to make my contributions through my payroll? Yes. The only way you may purchase Acquired Shares is through after tax payroll deductions from your pay. Can I make contributions through salary sacrifice (i.e. before tax contributions)? No. Contributions can only be made from your after tax salary over the 12 month Plan Year. Can I make a lump sum payment towards my annual contribution? No. How do I know if the plan administrator has received my contributions? The first after tax salary deduction will be taken from your retainer run in January or July (depending on whether you accept the offer in November / December or May / June respectively), unless you are a US or Canadian Participant in which case the timing of your first after tax salary deduction will be detailed in your Offer. If no deduction occurs, you will need to contact your payroll immediately to ensure that contributions are sent and your Acquired Shares are purchased. If the Plan Administrator does not receive contributions for you, Acquired Shares will not be purchased and you will not receive any conditional rights to Matched Shares.
CANCELLING YOUR REGULAR SALARY DEDUCTIONS Employees participating in Sharedvantage may cancel their fortnightly, bi-weekly or monthly contributions at any time by completing a Notice of Deduction Cancellation and sending it to Computershare Plan Managers at flightcentreshareplans@computershare.com.au You can obtain a Notice of Deduction Cancellation either: By downloading a copy from www.computershare.com/employee/au/flt By calling 1800 039 357 (within Australia) or +61 3 9415 4279 (outside Australia) By emailing flightcentreshareplans@computershare.com.au and requesting for one to be emailed or posted to you If you elect to cancel your contributions: Your Notice of Deduction Cancellation will take effect no later than 45 days after it is submitted; Any contribution amount that has already been deducted will be used to acquire shares or phantom shares; You will continue to participate in Sharedvantage in respect of the shares (phantom shares) which have already been acquired on your behalf subject to the vesting conditions
5. EMPLOYMENT CHANGES & SHAREDVANTAGE Leaving Flight Centre Sharedvantage is for Eligible Employees only. If an Eligible Employee leaves their Flight Centre Group employer, they will generally not be able to continue participation in the Plan. In normal circumstances, if you leave your Flight Centre Group employer (or move countries within the Flight Centre Group) before the end of the Vesting Period, you will be ineligible to receive any Matched Shares in relation to your Acquired Shares. If you are moving to another role, in another country within the Flight Centre Group, please contact Kelly Obst (Kelly_Obst@flightcentre.com) or Elissa Buckley (Elissa_Buckley@flightcentre.com) prior to moving, to see if an exemption to this rule may apply. There are, however, some special circumstances where the Board may determine on a case by case basis that you should still receive Matched Shares in respect of Acquired Shares still held by you despite your employment having come to an end. The table below provides some examples of circumstances where the Board may exercise its discretion to award or not award Matched Shares: Reason for leaving your Flight Centre Group employer Special Circumstances Leaver (e.g. death, illness, injury, disability) Other Leaver (e.g. dismissal, resignation) Entitlement 100% of Matched Shares or Phantom Matched Shares relating to Acquired Shares or Phantom Acquired Shares still held by you under the relevant Plan. No entitlement to Matched Shares or Phantom Matched Shares.
What happens to my Shares when I leave Flight Centre? When you cease to be an Employee, if the total number of Shares which you hold is less than 100, the Plan Administrator may sell those Shares on your behalf and pay you the sale proceeds less the cost of sale. If the total number of Shares held by you at the time you cease to be an Employee is 100 or more, you can elect, within 60 days of your employment coming to an end, to sell your Shares through the online sale facility at www.computershare.com/employee/au/flt under which the Plan Administrator will arrange for your Shares to be sold on the ASX through their Broker. If no such election is made, the Plan Administrator may transfer all Shares which you continue to hold in the Plan to the ordinary register into a holding registered in your name. This may result in a cost which will need to be borne by you. Relocating I am relocating within the Flight Centre Group to another country. How do I continue to participate? If you relocate to another country your contributions in your original country will cease and you will generally forfeit your conditional rights to Matched Shares. Provided that you are relocating to a Participating Country, you will be provided with an opportunity to re-enrol in the Plan in the next offer period. In either case, please contact Kelly Obst (Kelly_Obst@flightcentre.com) or Elissa Buckley (Elissa_Buckley@flightcentre.com) prior to relocating.
6. SHARES, SALES & PURCHASES GENERAL ACQUIRED SHARES MATCHED SHARES Share Purchases The Plan Administrator will use your contributions to purchase the Acquired Shares either on the ASX or newly issued Shares from Flight Centre. Acquired Shares will be purchased by the last day of each month during the Plan Year. The brokerage and administration costs of acquiring these Shares will be met by the Flight Centre Group. For those Participants in Australia, New Zealand and the United Kingdom, your Acquired Shares will be held by the Trustee on your behalf on the Flight Centre Share Registry. The Acquired Shares for Sharedvantage will be registered in the name of the Trustee. The terms and conditions of the Flight Centre Travel Group Limited Share Plan Trust are available online at www.computershare.com/employee/au/flt. For those Participants in the United States and Canada, your Acquired Shares will be held in your own name on the Flight Centre Travel Group Limited Share Registry. What will be the purchase price of my Acquired Shares? The Acquired Shares will either be Shares which are newly issued by Flight Centre or will be purchased on market through the ASX. Therefore, the market will determine the purchase price of your Acquired Shares which will be equivalent to their fair market value. How can I track how many Acquired Shares have been purchased on my behalf each month? After the first Acquisition Date, you will be provided with access to details of your holding under the Plan online at www.computershare.com/employee/au/flt. Each month details of your Acquired Shares and associated conditional rights to Matched Shares, along with your residual contribution balance, will be updated on this site.
GENERAL ACQUIRED SHARES MATCHED SHARES As an employee shareholder, what rights will I have? You will have voting rights in respect of your Acquired Shares, and you will be eligible to participate in any share capital reconstruction in relation to those Acquired Shares. Prior to Vesting, you will only have conditional rights to receive Matched Shares. This means that you will not have voting rights nor will you receive any Dividends in respect of any Matched Shares until the end of the vesting period. Phantom Acquired Shares do not carry the same entitlements as Acquired Shares. As such, there are no voting entitlements on Phantom Shares and Phantom Plan participants are ineligible to take part in any capital reconstruction of Flight Centre. Is there any limit on the number of new Shares that may be issued under Sharedvantage and any other Flight Centre employee share plan? The limit on the number of new Shares that may be issued under Sharedvantage and any other employee share plan is 5% of the Shares on issue in accordance with the Australian Securities and Investments Commission ( ASIC ) Class Order [14/1000] or as otherwise determined by the Board. Local limits may also apply under relevant securities laws to the acquisition of Shares in your country of residence.
GENERAL ACQUIRED SHARES MATCHED SHARES After each purchase, where will my Acquired Shares be held? For Participants in Australia, New Zealand and the United Kingdom, Acquired Shares will be held in trust on your behalf by the Trustee of the Plan, CPU Share Plans Pty Limited (the Trustee ). The Acquired Shares for Sharedvantage will be registered in the name of the Trustee and held on your behalf. For Participants in the United States and Canada, Acquired Shares will be held in your name on the Flight Centre Travel Group Limited Share Registry. When can I sell my Acquired Shares? Subject to the Share Trading Policy (which is part of the Flight Centre corporate governance policy) and any restrictions set out in your Offer, you can sell your Acquired Shares at any time, however generally if you sell your Acquired Shares before the end of the Vesting Period, your conditional rights to Matched Shares will be forfeited. Please note that any costs associated with the sale or transfer of your Acquired Shares (including sale/transfer fees, brokerage and bank transfer fees) will be payable by you. How can I sell my Acquired Shares? You can sell your Acquired Shares through the Sharedvantage online sale facility at www.computershare.com/employee/au/flt under which the Plan Administrator will arrange for your shares to be sold on the ASX through their Broker. You can also withdraw your Acquired Shares from the Plan and sell them using a Broker of your choice. The withdrawal of Shares from the Plan may incur a cost which you will be responsible for paying. All Share sales need to comply with the Share Trading Policy which can be accessed at www.fctgl.com/share-trading-policy and any restrictions on disposal set out in your Offer.
GENERAL ACQUIRED SHARES MATCHED SHARES Receiving your free Matched Shares For every four Acquired Shares purchased, you will be granted a conditional right to one Matched Share. This will allow you to receive a Matched Share at the end of Vesting Period, as long as: you are still employed with the same Flight Centre Group employer; you are performing your role to your employer s satisfaction and in accordance with the performance standards and other terms contained within your employment contract; and you still hold the Acquired Shares that the Matched Shares relate to. The Vesting Period ends on the first day of the trading window (as defined in the Share Trading Policy) falling approximately 2 years and one month after the first Acquisition Date of the Acquired Shares for each Plan Year. For example, if you join the Plan in December and the first purchase is made in January, the Vesting Period will end when the Flight Centre half-yearly financial statements are lodged with the ASX in February two years later. The below diagram illustrates how the Vesting Period works based on the example on page 9. 2015/16 2016/17 2017 J A S O N D J F M A M J Acquired Shares 20 21 21 20 20 21 21 21 21 20 20 20 J A S O N D J F M A M J J A J A S O N D J F M A M J Conditional rights to Matched Shares 5 5 5 5 5 5 6 5 5 5 5 5 J A S O N D J F M A M J Total Available Shares at Vesting Longest Vesting Period Shortest Vesting Period Restriction 246 61
GENERAL ACQUIRED SHARES MATCHED SHARES The example on the previous page illustrates the situation in relation to vesting of Matched Shares for our example Employee noted earlier in the guide. Their first purchase will occur in July 2015 and thereafter each month through to June 2016. Depending on the share price, exchange rate and the residual money left over each month, our Employee receives a number of Acquired Shares ranging from 20 (with 5 conditional rights to Matched Shares) to 21 (with 6 conditional rights to Matched Shares). Assuming the Employee holds on to all 246 Acquired Shares until August 2017, the additional 61 conditional rights to Matched Shares will become Fully Paid Ordinary Shares in Flight Centre and will be transferred to the Participant. Note that although our Employee purchases Acquired Shares right up until June 2016, they do not need to hold those shares until June 2018 - the Vesting Period is measured from the first Acquisition Date of Acquired Shares in July 2015 (i.e. late August 2017). Remember that if our example Employee chooses to sell any of their Acquired Shares prior to the end of the Vesting Period, they will lose any corresponding conditional rights to Matched Shares. Please note that Matched Shares may attract withholding tax in some Participating Countries which you will need to pay. Refer to the employee tax summary for your country which is available on the Flight Centre Employee Online Website, www.computershare.com/employee/au/flt. On satisfaction of the Vesting Conditions how will my Matched Shares be obtained? On satisfaction of the Vesting Conditions, at the end of the Vesting Period Matched Shares will either be obtained through the issue of new Shares, or the acquisition of existing Shares on the ASX, as determined by the Board. These Matched Shares will be allocated to you as soon as possible after the Vesting Period comes to an end. How can I sell my Matched Shares? As with the Acquired Shares, you can sell your Matched Shares through the Sharedvantage online sale facility at www.computershare.com/employee/au/flt under which the Plan Administrator will arrange for your shares to be sold on the ASX through their Broker. You can also transfer your Matched Shares once vested out of the Plan and sell them using a Broker of your choice. The transfer of Shares out of the Plan may incur a fee which you will be responsible for paying. All Share sales need to comply with the Share Trading Policy which can be accessed at www.fctgl.com/share-trading-policy and any restrictions on disposal set out in the terms of your Offer.
7. ADDITIONAL INFORMATION SHAREDVANTAGE GOVERNANCE This guide is a summary of the Plan only. Sharedvantage is governed by the Plan Rules. If there is any conflict between this guide and the Plan Rules or applicable law, the Plan Rules and applicable law will take precedence. The Plan Rules and further information about the Plan can be found online at the Flight Centre Employee Online Website (www.computershare.com/employee/au/flt). Summary of risks Price of Shares The price and value of Shares you acquire under the Plan may rise or fall due to a number of factors including: 1. general economic conditions including interest rates, exchange rates and inflation rates; variations in the local and global market for listed securities including Shares; 2. changes to government policy, legislation or regulation in jurisdictions in which Flight Centre operates or undertakes business; 3. the nature of competition in the markets in which Flight Centre operates; and 4. general operational and business risks. In this respect, the price of Shares may reflect a diverse range of specific influences unrelated to Flight Centre such as the general state of the economy. Market fluctuations due to these factors may materially adversely affect the value of the Shares. Trading in Shares There can be no guarantee that the trading market for Shares will be active or that the price of Shares will increase. If there are relatively few potential buyers or sellers of Shares, this is likely to increase the volatility of the market price for Shares and the prevailing market price at which you are able to sell your Shares. Taxation changes Reforms and changes to tax laws in jurisdictions in which Flight Centre operates may give rise to uncertainty. Any change in tax rules or tax arrangements could have an adverse effect on the value of Shares. Force majeure events Events such as acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labour strikes, civil wars and other natural disasters may occur within or outside jurisdictions in which Flight Centre operates. These events could impact on the global economy, the operations of Flight Centre and the price of Shares. Flight Centre has only a limited ability to insure against some of these risks.
Taxation SUMMARY Employee tax summaries for each Participating Country will be available for viewing via the Flight Centre Employee Online Website (www.computershare.com/employee/au/flt). However, we still recommend you obtain your own independent tax advice before making a decision to participate in the Plan. Offer SUMMARY An offer document containing all terms of the Offer for Eligible Employees to participate in the Plan in each Participating Country is available for viewing via the Flight Centre Employee Online Website (www.computershare.com/employee/au/flt). This contains all of the information which is required to be included in the Offer under ASIC Class Order [14/1000] and relevant local securities laws in Participating Countries. Financial Services Guide As the Plan Administrator, Computershare Plan Managers Pty Limited may provide financial services in relation to the Plan as a result of which it may be required to give you a Financial Services Guide ( FSG ) setting out certain particulars relevant to those financial services. If you participate in the Plan, you are deemed to appoint Flight Centre as your agent to receive the FSG (and any updates or amendments to the FSG) on your behalf. The FSG will be provided to Flight Centre and will be posted on the Flight Centre intranet site. You can also access the FSG online at www.computershare.com/employee/au/flt, or request a copy from Computershare Plan Managers.
8. GETTING MORE DETAILS Who do I contact if I need more help? Computershare Plan Managers Pty Limited, the Plan Administrator, have a dedicated Flight Centre Employee Share Plan Helpline on 1800 039 357 or +61 3 9415 4279 for those employees calling from outside Australia (international call rates will apply). This helpline is available 8.30am to 7.00pm Monday to Friday (Sydney, Australia time). Or, you can choose to email your query to Flight Centre s dedicated correspondence team at Computershare Plan Managers via: flightcentreshareplans@computershare.com.au. How can I find out more about Sharedvantage? For a copy of the Plan Rules or more information about Sharedvantage, please refer to the Plan documentation available online at www.computershare.com/employee/au/flt. Where can I get more information about Flight Centre? More information about Flight Centre can be found on Flight Centre s website at www.flightcentrelimited.com How do I view my holding during the year? To view and manage your holding you will need to log onto www.computershare.com/employee/au/flt and enter your PIN. Your PIN will be emailed to you shortly after the close of the Offer period. I have forgotten my PIN how can I get another one? If you have logged into the Flight Centre Employee Online Website previously, visit the website and click on the Forgotten PIN link under Member Login to receive a new PIN. If you have never logged into the website before, you will need to contact Computershare Plan Managers (contact details above) for a replacement PIN.