West HQ's 2020 Notice of Annual General Meeting

West HQ 2020 Notice of Annual General Meeting NOTICE is hereby given that the Annual General Meeting of West HQ Limited (ACN 000 842 375) will be held on the premises at 33 Railway Street, Rooty Hill, New South Wales on Thursday 16 July commencing at 6.00pm.

BUSINESS • To receive and confirm the minutes of the Annual General Meeting 21 May 2019 • To receive and consider the following:

– The Financial Statements for the financial year ending 31 December 2019; – The Directors’ Report for the financial year ending 31 December 2019; and – The Auditor’s Report on the Financial Statements for the financial year ending 31 December 2019.

• Ordinary Resolutions regarding Directors’ benefits • Ordinary Resolutions for the election of a Member to Life Membership • Special Resolutions for the purpose of amending the Club’s Constitution • For the purposes of clause 4(4) of the Registered Clubs Regulation 2015 (NSW), the Chairperson will give notice of expressions of interest in an amalgamation along with any unsolicited merger offers received by the Club in the previous 12 months • Declare that the candidates are elected unopposed to the Board of Directors • To discuss any matters of general interest which may be admitted for discussion at the discretion of the Chairperson (Note: Members are requested to submit any matters to the Ch ief Executive Officer, if possible, seven (7) days before the Annual General Meeting to allow for any necessary research, otherwise a details reply may not be able to be given at the Annual General Meeting.

By order of the Board of Directors

Richard J. Errington CHIEF EXECUTIVE OFFICER Dated: 23 June 2020

ENTERTAINMENT / FITNESS / LIFESTYLE / ACCOMMODATION West HQ Limited, 33 Railway Street, Rooty Hill, NSW 2766 / ACN 000 842 375 02 9625 5500 / info@westhq.com.au / westhq.com.au

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Directors Benefits are voted on by all members entitled to vote for the election of the Board (Associate and RSL Members).

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Only RSL Members can vote on the election of a Life Member and appointment of an Auditor.

ORDINARY RESOLUTIONS GENERAL NOTES REGARDING THE ORDINARY RESOLUTIONS 1.

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Under Rule 23 of the Constitution, subject to Rule 9(a) financial RSL Members shall be the only members of the Club entitled to vote at Annual General Meetings or General Meetings of members provided that financial Associate Members shall be entitled to vote for the election of the Board, but not with respect to any other resolution with the exception of item 8.

Under Rule 5, the Constitution is subject to the Corporations Act 2001 and the Registered Clubs Act 1976 (the Acts). To the extent that any provision in the Constitution is inconsistent with mandatory provisions of these Acts or might prevent the Club being registered under the Acts, those provisions will be inoperative and have no effect.

At least 50% plus one (a simple majority) of those members present and voting in favour of an Ordinary Resolution is required for it to be passed.

Each Ordinary Resolution must be considered as a whole and cannot be amended in substance by motions from the floor of the meeting, such as where that amendment negates the effect of a resolution.

Under section 10 of the Registered Clubs Act 1976, benefits can only be provided to directors and certain members that are not offered equally to all full members of the Club, if approved by the members. Ordinary Resolutions 1 and 2 are put to the members for approval under that section of the Act. Under section 10(6)(b) of the Registered Clubs Act 1976, honorariums may be paid to Directors if approved by Ordinary Resolution of the members.

Ordinary Resolution 3 is put to the members for approval under that section of the Act. The Ordinary Resolutions must be considered and voted on separately.

WEST HQ NOTICE OF AGM 2020

10. Employees of the Club are prohibited from voting under the Registered Clubs Act and Rule 9(a) of the Constitution.

11. Proxy voting is prohibited under the Registered Clubs Act 1976.

12. The Board recommends that the members vote in favour of the Ordinary Resolutions.

ITEM 3. ORDINARY RESOLUTIONS REGARDING DIRECTORS’ BENEFITS ORDINARY RESOLUTION 1 That pursuant to the Registered Clubs Act 1976 (NSW): a) The members hereby approve expenditure by the Club in a sum not exceeding $80,000 plus GST and benefits until the next Annual General Meeting of the Club for the following expenses: i)

Reasonable expenses incurred by Directors in travelling by their private or public transport to and from Directors’ meetings, or other duties associated with Club business, either within the Club or elsewhere, as approved by the Board.

ii) Reasonable cost of meal and beverages for each Director and Partner associated with the Director’s attendance at Board or Community meetings and other Club duties, as approved by the Board. iii) Reasonable expenses incurred by Directors either within the Club or elsewhere in relation to such duties, including entertainment of guests of the Club and promotional /2

activities as approved by the Board. iv) Reasonable expenditure on food and beverages for Directors and Partners, where appropriate, at functions to represent the Club on official business and such expenditure is approved at the next Board meeting. v)

Reasonable expenses for attendance of Directors and Partners, where appropriate, at functions to represent the Club as approved by the Board.

vi) Reasonable expenses on a preChristmas dinner for Directors and Partners. vii) Reasonable expenditure for clothing indicative of their position as a Director. viii) Reasonable access by Directors and Partners to entertainment held at the Club for the purposes of Club business. ix) Provide and maintain electronic devices to perform their role as a Director. x)

That the bar in the Club Boardroom and Bio Box is available for the Directors and that all beverages and refreshments in the Boardroom and Bio Box are at the expense of the Club when dealing with Club business.

xi) The reasonable expenses incurred in relation to providing a wake for departed members in circumstances which the Board, in its discretion, determines are special and significant to the Club. xii) That each director be allotted to a designated parking place in the car park. b) The members acknowledge that the benefits in paragraph (a) above are not available to members generally, but only for those who are Directors of the Club and those persons directly involved in the above activities.

ORDINARY RESOLUTION 2 That pursuant to the Registered Clubs Act 1976 (NSW): a) The members hereby approve expenditure by the Club in a sum not exceeding $80,000 plus GST for the professional development and education of Directors until the next Annual General Meeting including: i)

The reasonable cost of Directors and Partners attending the ClubsNSW Annual General Meeting and Conference, to represent the Club.

ii) The reasonable cost of Directors attending meetings of other Associations. iii) The reasonable cost of Directors attending other Registered Clubs for the purpose of viewing and assessing facilities and methods of operation, as approved by the Board. iv) The reasonable cost of Directors attending seminars, lectures, trade displays, organized study tours, fact-finding tours and other similar events, in Australia or overseas as may be determined by the Board from time-to-time for the benefit of the future prosperity of the Club and its members. b) The members acknowledge that the benefits in paragraph (a) above are not available to members generally, but only for those who are Directors of the Club and those persons directly involved in the above activities.

ORDINARY RESOLUTION 3 For the purposes of section 10(6)(b) of the Registered Clubs Act, in recognition of their services as members of the Board of Directors, the following honorariums are granted in respect of the period up to next the Annual General Meeting of the Club, payable in instalments and intervals to be determined by the Board: a) That the Chairperson of the Club receives an Honorarium in the sum of $15,000 (inclusive of Superannuation

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Guarantee Levy). b) That the Vice Chairperson of the Club receives an Honorarium in the sum of $12,500 (inclusive of Superannuation Guarantee Levy). c)

Those other Directors of the Club each receive an Honorarium in the sum of $10,000 (inclusive of Superannuation Guarantee Levy).

ITEM 4. ORDINARY RESOLUTIONS FOR THE ELECTION OF A MEMBER TO LIFE MEMBERSHIP ORDINARY RESOLUTION 4 ‘That pursuant to Rule 26 of the Constitution of the Club, Mr. Richard Errington (Membership No 291) be elected as a Life Member of the Club.’

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Each Special Resolution must be considered as a whole and cannot be amended in substance by motions from the floor of the meeting.

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The Special Resolutions must be considered and voted on separately.

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Employees of the Club are prohibited from voting under the Registered Clubs Act.

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Proxy voting is prohibited under the Registered Clubs Act.

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The Board recommends that the members vote in favour of the Special Resolutions.

SPECIAL RESOLUTION 1 “That the Constitution of West HQ Limited is amended by deleting Rule 50(a) and inserting instead the following new Rule 50(a): a) “The business of the Club and custody of its funds and property shall be managed by a Board of nine (9) Directors, consisting of: i)

ITEM 5. NOTICE OF SPECIAL RESOLUTIONS FOR AMENDMENT TO CONSTITUTION GENERAL NOTES REGARDING THE SPECIAL RESOLUTIONS 1.

Any member may obtain a copy of the Constitution of the Club from the Club office on request.

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Under Rule 96, the Constitution can only be amended by a Special Resolution. Under Rules 26 and 96, only RSL Members (and Life Members who were RSL Members immediately before becoming Life Members) are entitled to vote on a special resolution to amend the Constitution. At least 75% of those members present and entitled to vote in favour of a Special Resolution is required for it to be passed.

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eight (8) RSL Directors and one (1) Associate Director of the Club up to the conclusion of the 2022 Annual General Meeting. The eight (8) RSL Directors of the Board shall, at all times consist of a Chairperson, Vice-Chairperson and six (6) Ordinary Directors; and

ii) seven (7) RSL Directors and two (2) Associate Directors of the Club on and from the conclusion of the 2022 Annual General Meeting. The seven (7) RSL Directors of the Board shall, at all times consist of a Chairperson, Vice-Chairperson, and five (5) Ordinary Directors."

EXPLANATORY NOTES REGARDING SPECIAL RESOLUTION 1 1) Existing Rule 50(a) provides for 8 out of the 9 Board members being RSL Members of the Club, with one position being reserved for an Associate Member of the Club.

2) If Special Resolution 1 is passed, Rule 50(a) will from the conclusion of the 2022 Annual /4

General Meeting provide for 7 out of the 9 Board members being RSL Members, with 2 positions being reserved for Associate Members.

3) If Special Resolution 1 is passed, there will be no change to the Executive positions of Chairperson and Vice Chairperson. Those positions will continue to be filled by RSL Members.

4) The Board considers Rule 50(a) should be amended as proposed because of: a) the average age of RSL Members and the relatively small percentage of RSL Members in respect of the total Club membership; b) the likely further reduction in the percentage of RSL Members in respect of the total Club membership over time; and c)

recommendations of the Independent Pricing and Regulatory Tribunal's review of the Registered Clubs Industry (report dated June 2008) pertaining to lessening restrictions on Board membership (in order to widen the range of people who can become Board members).

5) If Special Resolution 1 is passed: a) the majority of Board positions will still be held by RSL Members; b) the Club's object of promoting the objects of the Returned Services League of Australia (New South Wales Branch) will not change (Rule 12(k) of the Constitution); and c)

amendments to the Club's Constitution will still require a special resolution passed by RSL Members (rule 96).

to the address of the member recorded for that member in the Register of Members kept pursuant to this Constitution; or c)

by sending the notice to the facsimile number or electronic address (if any) nominated by the member; or

d) by sending the notice to the member by other electronic means (if any) nominated by the member; or e) by notifying the member that the notice is available and how it may be accessed, if the member nominates electronic means by which the member may be notified that the notice is available and an electronic means by which the member may access the notices." • Deleting Rule 93 and inserting instead the following new Rule 93: "93 (a) Where the Club gives a notice personally, the notice is taken to have been given to the member on the day of receipt by that member. (b) Where a notice is sent under Rule 91(e), the notice is taken to have been given on the day following that on which the member is notified that the notice is available. (c) Where the Club sends a notice by facsimile or by other electronic means, the notice is taken to have been given to the member on the day following that on which the notice was sent."

EXPLANATORY NOTES REGARDING SPECIAL RESOLUTION 2 1) Section 249J(3) of the Corporations Act 2001 (Corporations Act) allows companies to give notices of general meeting to their members in any one of the following ways:

SPECIAL RESOLUTION 2

a) personally;

"That the Constitution of West HQ Limited is amended by:

b) by post;

• Deleting Rule 91 and inserting instead the following new Rule 91: "91 A notice may be given by the Club to any member either: a) personally; or b) by sending the notice by pre-paid post

WEST HQ NOTICE OF AGM 2020

c)

by fax or email;

d) by other electronic means; or e) by notifying their members of how a notice can be accessed e.g. by accessing a website.

Electronic issue of or notification of where a notice of general meeting may be accessed is

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subject to individual members nominating their electronic address or preference to receive notice of where to access the notices (e.g. via a website).

2) Existing Rule 91 of the Club's Constitution presently only allows for notices to be given personally, by post, fax or email. Proposed new Rule 91 will allow for notices to be given to members, including notices of general meeting, by other electronic means, or will allow the Club to notify how to access a notice of general meeting for those members who choose to nominate those methods of receiving notices of general meeting or how they can be accessed.

3) Rule 92 deals with service of notices by post and when such notices are deemed to be given to a member. This Rule does not need to be changed.

4) Existing Rule 93 deals with service of notices by fax or other electronic means and when such notices are deemed to be given to a member. The Rule does not deal with notices that might be given concerning availability of a notice which can be accessed via a website and when such notices are deemed to be given to a member. Proposed new Rule 93 provides that when notice is given to a member by electronic means or when notice is given to a member about the availability of a notice and how it can be accessed, notice is deemed to be given on the day after the Club gives the member such notice.

5) Proposed new rules 91 and 93 are more in line with the provisions of section 249J(3) of the Corporations Act. 6) Members will be able to nominate from time to time the manner in which they are to receive formal notices from the Club, including notices of general meeting.

By order of the Board of Directors

Richard J. Errington CHIEF EXECUTIVE OFFICER Dated: 23 June 2020

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