St John Ambulance Australia (NSW) MINUTES OF THE GENERAL MEETING

Held via Zoom

On Thursday, 16 March 2023 at 6.00pm

1. OPENING

Mr Sean McGuinness (The Chair) welcomed the attendees and confirmed that voting would be conducted through a show of hands counted by the Moderators, Ms Leonie Smith and Ms Jennifer Joseph

The Chair noted the following documents pertaining to the meeting were circulated to Members ahead of the meeting via email:

• Notice of Meeting and Agenda

• Explanatory Statement

• St John Ambulance Australia (NSW) Constitution with markup

• St John Ambulance Australia (NSW) Constitution clean

• Form of appointment of a proxy

The Chair welcomed attendees and noted that the meeting was being held online in accordance with ASIC and ACNC regulatory guidance.

The Chair advised that a quorum was present and declared the meeting open

The Chair acknowledged the Eora people who are the traditional custodians of the land on which he was attending this meeting and acknowledged the traditional custodians of each of the lands in which St John Ambulance Australia NSW and St John Ambulance Australia operates paying his respects to elders both past present and emerging.

The Chair acknowledged the Members present, those guests in attendance and asked the Company Secretary to acknowledge the apologies received

2. IN ATTENDANCE VIA ZOOM

Sean McGuinness (Chair), Scott McDonald (Deputy Chair), Ilan Lowbeer (Commissioner), Coretta Bessi (Director), Sue Campbell-Lloyd (Director), Mick Campbell (Director), Larissa Cook (Director), Evelyne Tadros (Director), Joanne Muller (NSW State Council President), Sarah Lance (CEO), Damien Spence (Company Secretary), Kerrie Hall, Saad Mirza, Marian Casey, Geoff Ticehurst, Debbie Nilsson, Bryan Kempton, John Clary, Wayde Walker, Kathleen Miller, David Czerkies, Keith Avery, Helen Chant, Chris Chant, Mark Hutchings, Rhonda-Lee Hutchings, Sven Nilsson, Damon Quinn, Ben Scott, Helen Banu-Lawrence, Anthony Stevens, Jeffrey Parker, Rob Lang, Kelly McGowan, Andrew North, Benjamin McClure, Lydia Sharpin, Emerson Worthington, Rolf Schafer, Blake Edgecombe, Colin Lott, Jodie Jordan, Louise Eckersley, Harry Delaney (via phone), Peter Arnott, Rebecca Skeete, Elliot Williams, Hoshang Parekh, Vanessa Lorford-Mills, Peter Cameron, Malcom Little, Leonie Smith, Jennifer Joseph (52)

Apologies

Kane Mortlock, Malcolm Knight, Madeline Khun, Brent Murray, Matthew Glozier, Charlotte Cassell, Abigail Sia, Barry Metz, David Luck, Walter Gray, Mark Sawszak, William Wesslink, Michael Bridger-Darling, Ingolf Peter Hickling, Geoffrey Arigho, Penelope Little, Robert

Tremethick, Stephen Cheung, Anthony O'Reilly, Alex Warwar, Guy Chapman, Cheryl Langdon-Orr, James Gray, Bob Walker, Isabelle Moutia, Sandra Haring, Garry Huang, Jason Whyte, Jason Liu, Lachlan Liao, Frazer Shepherd, Brian Doyle, Greg Edmonds, Susanne Page, Leonie Ahmed, Brian Chan, Ann Foley, Gregory Ford, Peter Irvine, Moeen Goolam, Jarren Kay, Tsang So Lin Leung, Brett McCarthy, Abdul Takkoush, Frank Vella, John Ward, Salman Mustafa, Amarpreet Kaur, Juliet Nguyen, Udbhav Singha, Jenny Rivera, Maha Elnajjar, Rachelle Ann Mortera, Kalpana Rayichandran, Patricia Bolivoro, Lyn Berghofer, Ken Schneider, Kathy Virag, Dane Smale, Didier Moutia, Craig Hutchins, Caroline Manalo, Justin Tyra, Joan Kyriazis, Mary Bahra, Celia Thistleton, Virginia Kubik, Matthew Griffiths, Stephen Karger, Jake Henning, Steven Rafter, Erica Kaldas, Jasmine Butwell, Meher Tarapore, Rozina Koya, James Garden, Leigh Ries, John Tyler, Kylie Korner, Jorgelina Betancur, Nicholas Deane, Christopher O'Donnell, Michelle McIvor, Marisa Pirto, Jessica Robson, Adrian Guevarra, Ida Ghalandari, Emma Deadman, Cassandra Darcy, Joan Ward, James Chandler, David Murphy, Paul Houghton, Valerie Murray, Jason Mayo, Milan Stenek, David Kerr, Brooke Carrier, Belinda Iemma, Patricia Spencer, Evan Roubekas, Karen Knight, Peter Bouhalis, Aaron Wanke, Chris Hucker, Stephen Woodhill, Sharron Martin, Ikky Khan, Margaret Vincent, Margie McCullough, Brett Ovenden, Anthony Lawrence, Peta O'Reilly, Jason Bendall, Karen Lott, Stephen Woodhill (117)

3. WELCOME TO MEMBERS

The Chair noted that the meeting format was as set out in the agenda included in the Notice of Meeting that was distributed to Members on 22 February 2023 The Chair requested that, with the permission of the Members present, the Notice of Meeting would be taken as read.

4. ADOPTION OF A NEW CONSTITUTION of ST JOHN AMBULANCE AUSTRALIA (NSW) (Special Resolution No. 1)

The Chair tabled the Adoption of a New Constitution of St John Ambulance Australia (NSW) (Special Resolution No. 1) and highlighted:

• Members were requested to approve amendments to the Constitution of St John Ambulance Australia (NSW) to clarify whether certain references to “members” in the current Constitution refer to either “Members” which is a defined term meaning members of the Company who are the approximately 430 members of St John NSW who have applied to become and have been accepted as a “Member” of the Company, or to all “Members of the Organisation” which refers to the approximately 2,600 members of St John (NSW) aged 18 years and over.

• The proposed amendments corrected the typographical errors in the Constitution that were inadvertently created in a tidy-up of inconsistently capitalised terms and the introduction of gender-inclusive language that occurred in May 2022 and would provide clarity on the definition of members.

• The Deputy Chair Mr Scott McDonald provided an overview of the proposed changes to the Constitution, and highlighted that the proposed amendments did not revisit the previous constitutional amendments which had been designed to ensure that all 2,600 adult “Members of the Organisation” have the right to nominate for State Council and participate in the State Council election process as these amendments were:

• Unanimously endorsed by State Council in September 2021;

• Unanimously endorsed by State Council in November 2021;

• Unanimously approved by Members of the Company at the General Meeting in February 2022;

• Unanimously endorsed by State Council in March 2022;

• Unanimously approved by Members of the Company at the Annual General Meeting in May 2022;

• Endorsed by a clear majority of State Council (83%) in November 2022; and

• Endorsed by a clear majority of State Council (91%) in February 2023

Non-Executive Director Ms Larissa Cook provided an overview of the proposed changes to the Constitution and emphasised that, if the current Board endorsed resolution did not succeed, this would not cause the constitution to revert to a situation where only Members of the Company could participate in the State Council election process, which was the position advocated by Sven Nilsson in opposition to the resolution. Rather, the previously endorsed constitutional amendments would stand together with the current internal inconsistency in the constitution as to whether “member” referred to “Member of the Company” or “Member of the Organisation.

Ms Cook also advised that, in those circumstances the Board would have to act to resolve the inconsistency having regard to the will of the Members of the Company and State Council expressed at the meetings, referred to above, in which all or a significant majority had voted in favour of ensuring that all Members of the Organisation participate in State Council elections.

The Chair NOTED that no questions were received prior to the meeting.

Ms Cook advised the Chair of a question in the chat box of the meeting as to whether voting would be via a physical show of hands (on screen) or by the use of the hand raised in the chat. The Chair confirmed that voting would be via a physical show of hands.

The Company Secretary NOTED the 114 valid proxies received ahead of the meeting:

• 62 valid proxies received in favour of the Chair: William Wesslink, Frazer Shepherd, Susanne Page, John Ward, Salman Mustafa, Amarpreet Kaur, Juliet Nguyen, Udbhav Singha, Jenny Rivera, Maha Elnajjar, Rachelle Ann Mortera, Kalpana Rayichandran, Patricia Bolivoro, Lee Easton, Simon Frost, Alvin Wong, Dane Smale, Craig Hutchins, Caroline Manalo, Justin Tyra, Joan Kyriazis, Celia Thistleton, Virginia Kubik, Matthew Griffiths, Stephen Rafter, Erica Kaldas, Jasmine Butwell, Meher Tarapore, Rozina Koya, James Garden, Leigh Ries, Jorgelina Betancur, Nicholas Deane, Christopher O’Donnell, Michelle McIvor, Marisa Pirto, Jessica Robson, Adrian Guevarra, Ida Ghalandari, Emma Deadman, Cassandra Darcy, Joan Ward, Paul Houghton, Valerie Murray, David Kerr, Brooke Carrier, Belinda Iemma, Patricia Spencer, Evan Roubekas, Karen Knight, Peter Bouhalis, Chris Hucker, Stephen Woodhill, Jason Li, Sharron Martin, Ikky Khan, Margaret Vincent, Margie McCullough, Jake Henning, Brett Ovenden, Stephen Woodhill

• 3 valid proxies received in favour of Helen Banu-Lawrence: Anthony Lawrence, Peter O’Reilly, Jason Bendall

• 1 valid proxy received in favour of Ilan Lowbeer: Vanessa Lorford-Mills

• 2 valid proxies received in favour of Leonie Smith: Matthew Glozier, Kathy Virag

• 46 valid proxies received in favour of Sven Nilsson: Barry Metz, David Luck, Malcolm Knight, Walter Gray, Mark Sawszak, Michael Bridger-Darling, Ingolf Peter Hickling, Geoffrey Arigho, Penelope Little, Robert Tremethick, Stephen Cheung, Anthony O’Reilly, Alex Warwar, Guy Chapman, Cheryl Langdon-Orr, James Gray, Bob Walker, Isabelle Moutia, Sandra Haring, Garry Huang, Jason Whyte, Brent Murray, Jason Liu, Lachlan Liao, Brian Doyle, Greg Edmonds, Brian Chan, Ann Foley, Gregory Ford, Moeen Goolam, Jarren Kay, Tsang So Lin Leung, Brett McCarthy, Abdul Takkoush, Frank Vella, Abigail Sia, Lyn Berghofer, Ken Schneider, Didier Moutia, Stephen Karger, John Tyler, James Chandler, David Murphy, Aaron Wanke, Jason Mayo, Milan Stenek, Aaron Wanke.

The Chair MOVED that Special Resolution No. 1 be put to the Members of the Company to approve and adopt the revised Constitution as circulated on 22 February 2023 in substitution for and to the exclusion of the existing constitution of the Company.

MOVED Chair

SECONDED Mark Hutchings

The Chair called for a Poll of Members present

The Chair called for Members abstaining from the vote to do so by a show of hands. Nil

The Chair called for Members voting against the Special Resolution No. 1 to do so by a show of hands.

Debbie Nilsson and Sven Nilsson indicated their vote against the Special Resolution No. 1 by a show of hands

The Chair called for Members in favour of the Special Resolution No. 1 to do so by a show of hands

• Sean McGuinness (Chair), Scott McDonald (Deputy Chair), Ilan Lowbeer (Commissioner), Coretta Bessi (Director), Sue Campbell-Lloyd (Director), Mick Campbell (Director), Larissa Cook (Director), Evelyne Tadros (Director), Joanne Muller (NSW State Council President), Sarah Lance (CEO), Damien Spence (Company Secretary), Kerrie Hall, Saad Mirza, Marian Casey, Geoff Ticehurst, Bryan Kempton, John Clary, Wayde Walker, Kathleen Miller, David Czerkies, Keith Avery, Helen Chant, Chris Chant, Mark Hutchings, Rhonda-Lee Hutchings, Damon Quinn, Ben Scott, Helen Banu-Lawrence, Anthony Stevens, Jeffrey Parker, Rob Lang, Kelly McGowan, Andrew North, Benjamin McClure, Lydia Sharpin, Emerson Worthington, Rolf Schafer, Blake Edgecombe, Colin Lott, Jodie Jordan, Louise Eckersley, Harry Delaney (via phone), Peter Arnott, Rebecca Skeete, Elliot Williams, Hoshang Parekh, Vanessa Lorford-Mills, Peter Cameron, Malcom Little, Leonie Smith, Jennifer Joseph.

The Chair, Company Secretary and Moderators left the meeting to tally the vote count and proxies received. The Deputy Chair of the Board Chaired the meeting in the Chair’s absence.

The Chair, Company Secretary and Moderators returned to the meeting at which point Mr Nilsson raised with the Chair that he had had his hand raised virtually prior to the vote and had wished to present his alternative position on the resolution.

The Chair apologised to Mr Nilsson for having not seen his raised hand and explained that he had not assumed that Mr Nilsson would necessarily want to address the meeting as he had engaged in written correspondence with the Members of the Company prior to the meeting and provided a paper which had been distributed together with the Notice of Meeting expressing his opposition to the resolution.

Harry Delaney addressed Mr Nilsson and asked that he desist from his opposition to the resolution indicating that the issue had been debated and voted on extensively over a long period and was now becoming needlessly divisive and a waste of everyone’s time and energy.

The Chair invited Mr Nilsson to address the meeting which Mr Nilsson did, expressing his opposition to the resolution on the grounds that participation in the State Council election process should be restricted to Members of the Company

The Chair asked if any other Members wished to be heard on the special resolution, no Members indicated they wished to address the meeting.

The Chair asked the Company Secretary to announce the results of the poll.

The Company Secretary announced that:

118 votes of Members present in person and via proxy had been cast in favour of the Special Resolution

48 votes of Members present in person and by proxy had been cast against the Special Resolution

71% of votes cast were in favour of the Special Resolution and 29% of votes cast were against the Special Resolution.

The Chair indicated that, in light of the outcome of the vote, the Board would have to consider how to proceed with the forthcoming State Council election process.

The Company Secretary declared that Special Resolution No.1 had been defeated

5. CLOSE

There being no further business the Chair declared the General Meeting of Members of the Company closed at 6.45pm

CERTIFIED AS CORRECT

CONFIRMED at AGM

Chair: Chair:

Date: Date: