AGM Notice

NOTICE TO MEMBERS – BANKSTOWN SPORTS AGM 2021

NOTICE TO MEMBERS 63RD ANNUAL REPORT AND 64TH ANNUAL GENERAL MEETING Bankstown District Sports Club Limited (A Company Limited by Guarantee) ABN 88 000 243 916 Members are advised that the 64th Annual General Meeting of members will be conducted online on Monday, 1st November 2021 commencing at 7.00 p.m. Please visit www.bankstownsports.com/agm to register attendance for the online meeting by Friday 29 October 2021. The Bankstown District Sports Club Financial Statements for 2021 will be available on the Club website www.bankstownsports.com 21 days prior to the AGM. AGENDA 1.

Welcome

2. Apologies (if submitted in writing) 3. Confirmation of the Minutes of the Annual General Meeting of members held on 2nd November 2020.

4. Adoption of Directors’ Expenses: To consider and if thought fit, pass an Ordinary Resolution: a. Pursuant to the Registered Clubs Act, the members hereby approve the payment of Directors’ Expenses and benefits in a sum not exceeding $150,000.

5. Reception and adoption of the 63rd Annual Report and Financial Statements (Directors’ Report, Financial Statements and Directors’ Declaration, Independent Audit Report).

6. Chief Executive Officer’s Report 7. Election of Directors 8. Variation of Constitution: To consider and if thought fit, pass a Special Resolution a. Subject to clause b., pursuant to s136(2) of the Corporations Act 2001 and Rule 48 of the Constitution, the Constitution hereby be amended in the form as set out in Annexure A to this Notice; b. The amendment of the current Constitution pursuant to clause a. will take effect immediately upon the passing of this Special Resolution; c.

The Club notify the Australian Securities and Investments Commission (ASIC) of the amendment of the current Constitution of the Company pursuant to this Special Resolution in accordance with s136(5) of the Corporations Act 2001 (Cth);

d. The Club notify the Secretary of the Department of Customer Service (or authorised delegate) (Secretary) of the amendment of the current Constitution of the Company pursuant to this Special Resolution in accordance with s49 of the Registered Clubs Act 1976.

9. General Business: The Chairman may conduct business on the Agenda in the order of his choice subject to the rules of debate.

By direction of the Board MARK C CONDI - Chief Executive Officer NOTES to Members on Ordinary Resolution Directors’ Expenses - is to have the members at the Annual General Meeting approve an amount no greater than $150,000 of expenditure by the Club’s Directors in relation to the duties performed by the Club’s Directors.

This expenditure has been incurred by the Club in previous years and has been approved by members each year when the annual accounts have been adopted.

The adoption of Ordinary Resolution No.4 by members will confirm and set an upper limit on the amount to be expended, and other additional benefits directly related to activities of the Club and meet the disclosure requirements of the Corporations Act 2001 and the Registered Clubs Act 1976 as amended.

The Board recommends you vote in favour of the Ordinary Resolution

NOTICE TO MEMBERS – BANKSTOWN SPORTS AGM 2021

ANNEXURE A BANKSTOWN DISTRICT SPORTS CLUB LIMITED ABN 88 000 243 916 NOTICE OF SPECIAL RESOLUTION FOR ANNUAL GENERAL MEETING PROCEDURAL MATTERS FOR SPECIAL RESOLUTION 1.

To be passed, a Special Resolution must receive votes in favour from three quarters (75%) of those members who, being eligible to do so, vote online on the Special Resolution at the meeting.

2. All Full members are entitled to vote on the Special Resolution 3. Under the Registered Clubs Act: a. members who are employees of the Club are not entitled to vote; and b. proxy voting is prohibited.

4. Amendments to a Special Resolution (other than minor typographical corrections which do not change the substance or effect of the Special Resolution) will not be permitted from the floor of the meeting.

5. The Board of the Club recommends the Special Resolution to members.

SPECIAL RESOLUTION [The Special Resolution is to be read in conjunction with the notes to members set out below.]

That the Constitution of Bankstown District Sports Club Limited be amended by: (a) by deleting existing Rule 11.2 and replacing it with the following new Rule 11.2

RIGHTS AND ENTITLEMENTS OF MEMBERS 11.2 Subject to the requirements of the Registered Clubs Act and Registered Clubs Regulations, a member shall be eligible to nominate for or be elected or appointed to the Board if: (a) the member has been a financial member of the Club for a continuous period of at least five (5) years immediately preceding the closing date of nominations for election to the Board or the date that he or she is to be appointed to the Board; and/or (b) the member is a current financial member of the Club (of less than 5 years’ standing) who was previously appointed to the Board under paragraphs 29(1)(b), 36.3 or 36.4, and did not resign or was not removed from office during that appointment. AND by adding the following new Rule 36.4 (which deals with casual vacancies on the Board)

36.4 Notwithstanding the provisions of Rules 11.2 and 36.3, the Board may, by unanimous resolution only, appoint any other person to the Board to fill a casual vacancy, in which case the person appointed shall only have to satisfy the requirements of the Registered Clubs Act and Registered Clubs Regulations to be appointed to the Board and shall not have to satisfy any other requirement of this Constitution. The person so appointed shall hold office only until the conclusion of the following Annual General Meeting. (b) inserting the new Rule 16.5 (dd): “(dd) the email address of the applicant.” (c) deleting existing Rule 21.1 and replacing it with the following new Rule 21.1: “Members must advise the Secretary of the Club of any change in their details (including address, email address and telephone number) within seven (7) days of changing their address or details as recorded in the register.” (d) inserting the new Rule 32.8A: “In addition to Rule 32.8, a resolution may be passed by the Board if the proposed resolution is emailed to all directors and all directors agree to the proposed resolution by each director sending a reply email to the Club to that effect. The resolution shall be passed when the last director has sent their reply email agreeing to the proposed resolution.” (e) inserting the following new Rules 34.12A and 34.12B:

“TRAINING DISCLOSURES 34.12A The Club must make available to members: (a) details of any training which has been completed by directors, the Secretary, and managers of the Club in accordance with the Registered Clubs Regulation; and (b) the reasons for any exemption of any director, the Secretary, and any manager of the Club from the training prescribed by the Registered Clubs Regulation.

34.12B The Club must indicate, by displaying a notice on the Club’s premises and on the Club’s website (if any), how the

NOTICE TO MEMBERS – BANKSTOWN SPORTS AGM 2021

members of the Club can access the information. (f) inserting the following new sub-heading and Rule 37.40:

“CANCELLATION AND POSTPONMENT OF GENERAL MEETINGS 37.40 The Board may cancel or postpone any general meeting prior to the date on which it is to be held, except where such cancellation or postponement would be contrary to the Act. The Board may give such notice of the cancellation or postponement as it thinks fit but any failure to give notice of the cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting. This Rule 37.40 will not operate in relation to a meeting called pursuant to a request or requisition of members.” (g) inserting the following new sub-heading and Rule 37.41:

“WITHDRAWAL OF RESOLUTIONS 37.41 The Board may withdraw any resolution which has been proposed by the Board and which is to be considered at a general meeting, except where the withdrawal of such a resolution would be contrary to the Act.” (h) inserting the following new sub-heading and Rule 37.42:

“USE OF TECHNOLOGY FOR GENERAL MEETINGS 37.42 The Club may hold a general meeting at two (2) or more venues using technology that gives the members as a whole a reasonable opportunity to participate at the meeting.” (i)

replacing the full stop at the end of Rule 45.1(c) with a semi colon and then adding the word “or” and inserting the new Rule 45.1(d):

“by notifying the member in accordance with Rule 45.4 (in the case of notices of general meetings (including Annual General Meetings) only).” ( j) inserting the new Rule 45.4: “If the member nominates:

(a) an electronic means (the nominated notification means) by which the member may be notified that notices of meeting are available; and (b) an electronic means (the nominated access means) the member may use to access notices of meeting; the Club may give the member notice of the meeting by notifying the member (using the nominated notification means); (c) that the notice of meeting is available; and (d) how the member may use the nominated access means to access the notice of meeting.” (k) inserting the following new Rule 45.5:

“Where a notice of general meeting (including Annual General Meeting) is sent to a member in accordance with Rule 45.4, the notice is taken to be given on the day following that on which the member is notified that the notice of meeting is available.” (l)

inserting the following new Rule 45.6:

“Notwithstanding any of the provisions of this Constitution, the Club may give notice of a meeting in accordance with Rule 45.4(c) and (d), even if a member has not nominated a nominated notification means or nominated access means, if the Club is permitted to do so under the Act.” (m) inserting the following new Rule 45.7:

“Where a notice of general meeting (including an Annual General Meeting) is sent to a member in accordance with Rule 45.6, the notice is taken to be given on the day following that on which the member is notified that the notice of meeting is available.”

NOTICE TO MEMBERS – BANKSTOWN SPORTS AGM 2021

NOTES to Members on Special Resolution 1.

The Special Resolution proposes a series of amendments to the Club’s Constitution to vary the eligibility requirements regarding appointment and election of members to the Club’s Board and also to bring it into line with the Corporations Act, the Registered Clubs Act and best practice.

2. If Paragraph (a) is approved by members it will make amendments to the Club’s Constitution, to vary the eligibility requirements regarding appointment and election of members to the Club’s Board of Directors.

3. This note is to assist members to understand the nature of the changes, the intended effect of those changes, and why the Board recommends that members agree to pass the Special Resolution to amend the Constitution as proposed.

4. The proposed amendments to the Club’s Constitution in paragraph (a) have been prepared by the Club’s lawyers, in addition to this Note.

5. In 2019, the Club revoked its Articles of Incorporation and adopted a new Constitution, which modernised the rules regulating the governance of the Club, to ensure it complied with the requirements of the Corporations Act, Registered Clubs Act, Liquor Act, Gaming Machines Act and their respective Regulations. In doing so, the Constitution adopted a Five-Year Qualification Period for Full Members to become eligible to be elected or appointed to the Board of Directors of the Club (at Rule 11.2).

6. The election of Full Members to the Board, and the appointment of Full Members to the Board to fill Casual Vacancies under Rule 36.3, were both subject to this eligibility requirement, although the appointment of Board Appointed Directors, appropriately, was not subject to the same eligibility requirements. The rationale for this was explained in the Notice to Members dated 12 February 2019 of the General Meeting of the Club of 25 March 2019 at which the Club’s current Constitution was adopted.

7. Directors appointed as Board Appointed Directors pursuant to Rule 29, and Directors appointed to fill Casual Vacancies pursuant to Rule 36 are subject to limitations (including as to their term) as set out in those rules.

8. However, despite the limited nature of those appointments, Directors appointed to fill a Casual Vacancy nevertheless were required to meet the Five-Year Qualification Period provided in Rule11.2, and both Board Appointed Directors and Directors appointed to fill a Casual Vacancy may, despite serving terms as Directors, be ineligible to nominate and stand for election at the conclusion of their respective terms.

9. The Board considers that this unduly restricts the Board from selecting the most appropriate candidate to fill a Casual Vacancy on the Board (having regard to the skills and experience of the departing Director), and that the potential ineligibility of those appointed Directors to nominate at the next election following the conclusion of their term of appointment could lead to a loss of continuity on the Board for Directors who had accepted such positions, leading to a reluctance for talented candidates to accept such appointments.

10. To address this imbalance, the Board has proposed an alteration to the Constitution that has the effect of: i.

Allowing the Board, by unanimous resolution only, to appoint a Full Member of the Club to fill a Casual Vacancy on the Board provided only that such a member satisfies the requirements of the Registered Clubs Act and Registered Clubs Regulations to be appointed to the Board, and is not required to satisfy the Five-Year Qualification Period; and

ii.

Allowing Directors who have completed a term of service on the Board of the Club to be eligible for nomination and election to the Board by virtue of their previous service as either a Board Appointed Member or Director appointed to fill a Casual Vacancy.

11. In all cases, affected Directors would only become eligible for election to the Board and would still be required to be elected by the members pursuant to the existing process set out in the Constitution.

12. The Board feels that the existing protections of the electoral process, and the requirement of a unanimous resolution of the Board to dispense with the Five-Year Qualification Period in relation to the appointment of a Director to fill a Casual Vacancy strikes an appropriate balance between ensuring the continuity and flexibility of the Board to appoint the best candidates for such positions, and protecting the interests of Members of the Club in ensuring their Board remains representative of the Members by virtue of the electoral process set out in Rule 30 of the Constitution.

13. It is hoped that the above explanation provides members with sufficient background and information to enable them to make an informed decision in relation to the proposed Special Resolution. However, there may be matters about which members may have questions not covered by these explanatory Notes. In those circumstances, members are invited to raise their questions with the Chief Executive Officer who, if necessary, will obtain advice from the Club’s lawyers and will respond to the member’s queries.

14. The Board considers that these amendments will place the Club and the Directors in a better position to improve governance and corporate continuity, and to adapt to future changes to the Constitution of the Board. The Board accordingly recommends that the members adopt these amendments to the Club’s Constitution as proposed by voting in favour of the Special Resolution.

To be passed, the Special Resolution will require approval from not less than three-quarters (75%) of those members who being eligible to do so, vote in person at the meeting.

15. Paragraphs (b) and (c) amend the existing requirements for membership applications to include the applicant’s email address for the Club to contact members electronically. They also clarify that members are required to update the Secretary of any change to their contact details.

NOTICE TO MEMBERS – BANKSTOWN SPORTS AGM 2021

16. Paragraph (d) clarifies that a Board resolution can be passed by way of email. This is permitted by the Corporations Act. 17. Paragraph (e) adds to the existing provisions relating to mandatory director training, disclosure, and accountability to bring the Constitution into line with the Registered Clubs Accountability Code to include reference to Director Training Disclosures which obligate the Club to keep a register of all Director Training activities.

18. Paragraphs (f) (g) and (h) amend existing provisions relating to proposed resolutions, and the holding and postponing of general meetings to bring the Constitution into line with the Corporations Act. 19. Paragraphs (i), ( j), (k), (l) and (m) amend existing provisions relating to notices to members to bring the Constitution into line with the Corporations Act. The amendments refer to the Club’s ability to give notice of general meetings to members electronically if a member elects to receive notices this way or if the Corporations Act allows the Club to do so.

20. The Board recommends the entire Special Resolution to members.

21. A copy of the proposed amended Constitution and the current Constitution is available for download from the Club’s website at www.bankstownsports.com/policies-regulation By direction of the Board

MARK C CONDI Chief Executive Officer Dated: Monday 20 September 2021