Governance

Board Communique 2021 Election Results

RAAus is pleased to announce the results of our 2021 Director Elections. Each elected Director will serve a three-year term from the end of our 2021 AGM.

RAAus received three nominations for the two positions available. During the voting period (1 September 2021 to 28 September 2021) a total of 1226 members participated in the voting process, which was more than double the participation rate from 2020.

From the 1226 voting participants, a total of 2,138 votes were cast. Remembering that each member could vote for a director in each of the two vacant positions, so a total of up to two choices per member was permitted. Votes were cast as follows:

Candidate Total Votes Elected Simon Ozanne 741 YES Luke Bayly 706 YES Rodney Birrell 691 NO

NOTICE OF GENERAL MEETING & SPECIAL RESOLUTION 19 April 2022

RECREATIONAL AVIATION AUSTRALIA (RAAUS) LTD

NOTICE OF GENERAL MEETING & SPECIAL RESOLUTION

THURSDAY 12 MAY 2022 AT 5.00 PM AEST

Pursuant to Section 249L of the Corporations Act 2001 (Cth) and Clause 21.3 of the RAAus Constitution, notice is hereby given that the Directors have called a General Meeting for members to consider approval of several amendments to the RAAus Constitution.

Place: RAAus Office Unit 3/1 Pirie St, Fyshwick ACT 2609 and via electronic means utilising Vero Voting meeting platform. RSVP: For those wishing to attend the meeting in person at the RAAus office, they are requested to RSVP by 5pm Tuesday 10 May by emailing admin@ raaus.com.au

General nature of business: To seek member approval of a Special Resolution. Special Resolution: Refer below and on the Member Portal.

Situation regarding members appointing

proxies: Members can appoint a proxy. Appointment of proxy is required to be completed by no later than 5pm Tuesday 10 May 2022 and is to be performed using the Vero Voting meeting platform.

Vero Voting meeting platform

RAAus has engaged Vero Voting to provide a means for members to participate in the General Meeting via secure, electronic means that utilises a web-based proprietary application and the Zoom video conferencing application. This application is also to be used for the appointment of proxy.

Each eligible member will be provided with unique login details and instructions shortly after announcement of this General Meeting.

Rationale

The resolution relates to the Director nomination and election process. Given the contemporary focus on effective governance, it is consistent with the RAAus approach to continuous improvement to seek member approval for several proposed amendments to the Constitution. This special resolution has a particular focus on improving, and creating certainty regarding, the Director nomination and election process, the process for removing a director by member resolution, and an update of the circumstances where a Director ceases to be a Director.

Summary of proposed amendments

Section 34.3

The intent of the proposed amendment is to enable the Board to approve the scope of the mandatory criteria for nomination as approved by the Board. Each year during the conduct of the nomination and election process any process issues are

recorded and appropriate proposed amendments developed for Board consideration and approval. The proposed amendments are now presented to members seeking approval. Section 34.4

The intent of the proposed amendment is to compel the Board to review the process annually to ensure contemporary issues and needs are addressed.

Section 37

The intent of the proposed amendment is to: Codify and utilise the available Corporations Act (Section 203D) powers regarding the ability to remove director. Further, that a director so removed be disqualified for a period of five (5) years from nominating again.

Introduce a step that enables a director to be suspended or relieved pending the outcome of a Section 203D process. This ensures the protection of the company on an interim basis.

Special Resolution

That members approve the proposed amendments to the Constitution as presented in Attachment 1 below (numbered 1,2 & 3 in that attachment). The following attachment can also be viewed in the Member Portal.

Governance (cont.)

A NOTE FROM THE CHAIR 20 April 2022

Dear member,

By now, you would have probably seen the notice regarding a general meeting to discuss some changes to the rules that govern RAAus – our constitution. This constitution, according to the law, has the effect of being a contract between RAAus and its members making it our single most important governing document. During the last board election cycle some areas that could use a little improvement were identified. These primarily related to the requirements to be met in order to be eligible to be a director, the process used during elections and when someone stops being a director.

For the past ten years or so, and perhaps even longer, RAAus has published a nominations pack outlining the requirements to be met in order to nominate for a role on the board. This includes dates to submit, the requirement to submit an election statement, declarations of items that relate to material interests in the activities of RAAus and so forth. In the 2021 election, one candidate did not comply with these requirements and challenged the validity of them despite it being the status quo for a number of years prior. The fallout of this was that RAAus expended considerable amounts of time and member funds exploring the legal issues around this which diverted attention away from our core activities. The changes to clause 34.3 in our constitution are designed to remove any ambiguity about the validity of these requirements and alleviate the risks associated with spending more member funds on frivolous claims.

An example of our nomination pack and the criteria which have been in place for around a decade can be seen in the member portal at: https://members.raa.asn.au/storage/raaus-boardnomination-pack-2021.pdf The second area identified for change relates to the process used to conduct the elections. Previously it was acceptable that the status quo remain and that no review is required. Given the events of the past year the board now feels that it is appropriate to compel current and future directors to be active in their review of the process each and every year. The amendment to 34.4 now stipulates that the board MUST do this meaning it is no longer optional. This additional requirement gives members more assurance that the board will, now and in years to come, be proactive in their review of policies in this space and can no longer rely on it being good enough based on past performance. The final area of change is to simply highlight that members have a right to remove directors. This, in some ways, is no change to existing members rights as the ability to remove a director is already embodied in the Corporations Act. Having said this, many of our members are not across those rights that are conferred on them via the Act and do not wish to peruse the hundreds of pages of law to learn what they can and cannot do. With this in mind, your board felt it is appropriate to replicate these rights in our constitution to make it easier for members to understand.

It is important to note that the Act prevents directors from removing directors and a company constitution cannot override this. That is, this clause in no way whatsoever allows your board to remove a director, that is a privilege reserved for members only. The only power this clause gives the board is to suspend a director should the members feel it is appropriate to exercise their powers to remove that particular director. This power to suspend can only be exercised if members move a motion to remove a director and only lasts until a vote on that motion has been taken. The power is triggered by members and is terminated when members make their ultimate decision. The board cannot exercise this power without the members first taking action to allow the board to do so.

As our organisation continues to mature, and the landscape in which we operate changes or when gaps are identified in the way we govern, your board will continue to review and update our internal policies, procedures and processes accordingly. These constitutional amendments are just one thing in this space that have arisen out of the things that we have learned over the past year or so. Just like pilots like to improve the way they fly, we like to improve the way the organisation is run so that our ability to fly is protected. We hope that you will support these changes and strengthen the organisation for years to come.

Michael Monck Chair

Governance (cont.)

General Meeting Outcome 19 May 2022

On behalf of the Board, I’m pleased to share with you that a Special Resolution to amend the RAAus Constitution was passed last Thursday at a General Meeting. These amendments are currently being incorporated and registered with ASIC, with the new version to be published on the RAAus website in the coming week. For the first time we held a General Meeting using the Vero Voting meeting platform that enabled electronic management of proxies and voting as well as participation in the meeting using Zoom. From our perspective this system worked well and we look forward to expanding our capability with this in the future. Should you have any feedback on the system I’d certainly welcome you sharing it with me so we can continue to improve. Please email me at ceo@raaus.com.au

Meetings of Directors

The following table sets our the number of Board Meetings attended by each director

Directors eligible to attend Board meetings attended Michael Monck (Chair) 6

Barry Windle Eugene Reid Trevor Bange Andrew Scheiffers 5 5 6 6

Luke Bayly Simon Ozanne (Commenced 6/11/2021) Rodney Birrell (Ceased 6/11/2021) 6 4 1 *Committee meetings attended Total 6 4 9 5 6 6 4 10 4 1

* The Only Committee formed by the Board in FY22 was the Risk, Audit and Finance Committee