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FLIGHT CENTRE TRAVEL GROUP LIMITED — Proxy Solicitation & Information Statement 2026
May 13, 2026
64925_rns_2026-05-13_94a87580-a9df-44b1-bab2-6c0ac6f012c8.pdf
Proxy Solicitation & Information Statement
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FLIGHT CENTRE
TRAVEL GROUP™
STATEMENT TO AUSTRALIAN SECURITIES EXCHANGE – May 14, 2026
FLIGHT CENTRE TRAVEL GROUP GENERAL MEETING: CHAIR'S ADDRESS
Following is the speech that will be made by the Chair at this morning's General Meeting
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 Pty Ltd.
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 the 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 non-core assets, closing underperforming brands and fast-tracking investment in key sectors such as cruise, 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 believed them to be in FLT 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 FLT's strategic direction.
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 $61.7m. The transaction is structured in two parts: a share sale to entities associated with the Turner family for $26.7 million, and a selective buy-back by Pedal Group itself for $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.
Flight Centre Travel Group Limited ABN 25 003 377 188
Southpoint, 275 Grey Street, South Bank QLD AUSTRALIA 4101
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FLIGHT CENTRE
TRAVEL GROUP™
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 capitalisation, while 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 favour of this resolution.
We also engaged BDO Corporate Finance as 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 ASX Listing Rule 10.1 to seek your approval before proceeding. 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 a Pedal Group strategic partner – including supplier guarantees, lease arrangements and insurance programs.
In short, this transaction crystallises a strong return on our investment, sharpens our strategic focus and positions Flight Centre to continue investing in our core global travel businesses.
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 the meeting.
ENDS: Media & investor enquiries to [email protected], +61 418 750 454
FLT's independent directors have authorised this announcement
Flight Centre Travel Group Limited ABN 25 003 377 188
Southpoint, 275 Grey Street, South Bank QLD AUSTRALIA 4101
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