7^th October 2021

Notice of the Annual General Meeting of
Magenta Shores Golf and Country Club Limited ACN 114 409 237

Notice is hereby given that the Annual General Meeting of Magenta Shores Golf and Country Club Limited (“Club”) will be held at 4:00pm on FRIDAY 29th October 2021 at the Pullman Magenta Shores Hotel, 1 Magenta Drive, Magenta NSW 2261

Attendance at this year’s AGM will require Members to use the special booking facility available on the Club’s website. COVID-19 restrictions will apply at this meeting. These include wearing of face masks, maintaining social distance and complying with directions from Hotel COVID marshals. Proof of vaccination will be required to enter the hotel including the meeting room. In the event the meeting is prohibited by Government Health Order it may be adjourned to a later date.

AGENDA

1. Declaration of Quorum
2. Confirmation of Minutes from the 2020 AGM - (Please click here)
3. Opening remarks by the Chair of the Meeting
4. To receive and consider:

i. the Financial Report

ii. the Directors’ Report

iii. the Auditor’s Report

for Magenta Shores Golf and Country Club Limited for the year ended 30 June
2021.

1. To consider, and, if thought fit, approve as a Special Resolution the amendment to the Company’s Constitution attached
2. To consider questions received on notice and from the meeting
3. To elect two (2) Directors and two (2) Captains.
4. Other Business

Members please note if you have any questions, please set them out on the applicable question form (please click here). This will enable properly researched replies to be prepared for the benefit of all Members.

Please see the agenda, e-voting and proxies and brief Director and Captain nominee biographies that follow and are available from the Club’s website at www.magentagolf.com.au

For and on behalf of the Board of Directors

Rob Hurley

General Manager

Returning Officer

SPECIAL RESOLUTION:

That the Constitution of the Company be amended as follows:

Add to clause 27 of the Constitution a further paragraph:

(c) If a member fails to pay to the Club any amount due in respect of annual subscriptions on or before the date fixed by the Board for the payment of that amount, the Board may determine to suspend the membership rights of the member and of any playing nominee of the member. The Board may make a general determination to suspend playing rights in respect of members whose subscriptions remain unpaid. The secretary must give notice to the member and any playing nominee of any such suspension, but the suspension takes effect on the making of the determination or the due date for payment, whichever is the later. Any suspension under this paragraph terminates on the day on which the outstanding amount is paid to the Club.

Magenta Shores Golf and Country Club Limited – Annual General Meeting 29 October 2021

EXPLANATORY NOTES

AGENDA ITEM 4: ANNUAL FINANCIAL REPORT

The annual financial report of the Club is available from the Club’s website at www.magentagolf.com.au or simply click here. Any Member wishing to receive a printed copy of the annual financial report should request it in writing to the Returning Officer at manager@magentagolf.com.au

AGENDA ITEM 5: CHANGE TO THE COMPANY’S CONSTITUTION

The Club’s Constitution requires, at clause 27(b) that Members should pay amounts due to the Club before the expiration of 30 days after the due date. Pursuant to the by-laws the Board fixes the due date as the commencement of the membership year (1 April) unless an instalment plan is approved. It is apparent that sometimes Members who have no intention of renewing their membership continue to play at least during the 30 day period of grace in April, and sometimes longer. Also, some members on instalment plans have failed to pay their instalments on time, but have continued playing the course, relying on the 30 day period of grace.

The Board’s view is that such behaviour is unfair to the majority of Members who pay their subscriptions on time. This proposed revision to the Constitution means that subscriptions are payable on the due date, and the automatic granting of a 30 day grace period is removed. A Member may not access the course until the subscription is paid unless otherwise agreed by the Board.

Under this proposed amendment the Board continues to have discretion so that individual circumstances may still be taken into account when considering a request for late payment of subscription.

The amendment also separates subscriptions from joining fees, house accounts and other amounts which may become payable from time to time, and which continue to enjoy a 30 day period of grace.

You may access a marked-up version of the proposed amended Constitution by clicking here.

AGENDA ITEM 6: QUESTIONS ON NOTICE

If you wish to submit a question to the Chairman or the external auditors you may do so by using the form available on the website – click here

AGENDA ITEM 7: ELECTIONS

Directors

Ron Latham and Ross Liddle, having completed their three year term stand down at this AGM and offer themselves for re-election. Two other members, Martin Lewis and Steve Liddle have nominated for election. A brief biography of all four candidates is available on the club’s website or by clicking below.

Ross Liddle - Link to biography

Martin Lewis - Link to biography

Steve Liddle - Link to biography

Ron Latham - Link to biography

Men’s Club Captain

The Club has received nominations for the position of Men’s Club Captain from two members, Glen Kershaw and John Wylie. Accordingly, an election will be held at the AGM. Brief biographies of both candidates are available on the Club’s website or by clinking below.

Glen Kershaw - Link to biography

John Wylie - Link to biography

Women’s Club Captain

The Club has received one nomination for the position of Women’s Club Captain. Accordingly, at the conclusion of the AGM, Margaret Sanger will become the Women’s Club Captain.

ELECTRONIC VOTING

All members entitled to vote at the Annual General Meeting will be sent an email with a unique link to an on-line voting form. Members unable to attend the AGM can simply click on the link and proceed to vote according to the instructions in the on-line form.

Membership details of voting entitlements are contained within the unique link to the website and will enable Individual, Intermediate and Corporate members to have one (1) vote and Dual members to have two (2) votes. Members should be assured that there are internal safeguards that allow the link to only be used once and access will be denied should a second or subsequent attempt be made to use the link.

Access to electronic voting will be available until 5pm on 27^th October 2021, after which time the website will not be available. All electronic votes received by that time will be downloaded and provided to the Returning Officer, on the day of the AGM, so that they may be checked against membership lists and be included, along with proxy votes, in the counting of votes. The Club’s external auditors, Bishop Collins, will act as scrutineers for all voting.

If you do not receive a link to e-voting, please contact Rob Hurley on 02 43360100 or email manager@magentagolf.com.au.

PROXY FORMS

Accompanying this notification is the proxy form for the Special Resolution. Proxy forms must be received by the Returning Officer (Rob Hurley) no later than 5pm on 27^th October 2021. Proxy forms received after that time and date will not be counted.

For members choosing to vote by proxy, if the proxy is signed under a power of attorney, that power or a suitably certified copy thereof must also be provided to the Returning Officer. Instructions on how to get your proxy form to the Returning Officer are on the bottom of the proxy form. Directors will meet on 27^th October 2021 to examine proxies received by that date in order to ensure that proxies are properly signed and dated, that the Member is entitled to vote and that the proxy has not been revoked.

As with previous AGM’s and General Meetings, Members may choose to provide the Club’s Chair with their proxy. Members may decide to either direct the Chair on how to cast their vote, or vote as the Chair votes. Members are however encouraged to vote directly via the facilities provided rather than by proxy.

Please note the following:

• Individual, Intermediate and Corporate Members
• Proxy Form 1. (Please click here)
• Individual, Intermediate and Corporate Member voting by proxy must complete the Individual Member proxy form only.
• Dual Members
• Dual Members are entitled to two votes. The Dual Member may cast both votes or allow their playing nominee (or some other person) to cast one or both votes by naming them as their proxy.
• Proxy Form 2. (Please click here)
• Dual Members voting by proxy must complete the Dual Members’ first vote by completing the Dual Members’ first vote proxy form.
• Proxy Form 3. (Please click here)
• Dual Members voting by proxy must complete the Dual Members' second vote by completing the Dual Members’ second vote proxy form.

Summary Explanation of Dual Member Proxy Form

If a Dual Member wishes to give a proxy in relation to only one of his or her votes he/she must sign Proxy Form 2.

If a Dual Member wishes to give a proxy in relation to both of his or her votes he/she must sign both Proxy Form 2 and Proxy Form 3.

Note: Electronic votes and completed PROXY FORMS must be received by the Returning Officer no later than 5pm on Wednesday 27^th October 2021.

On behalf of the Board we look forward to seeing you at this year’s annual general meeting.

Yours faithfully

Rob Hurley

General Manager

Returning Officer

Magenta Shores Golf & Country Club Limited