Notice of the Annual General Meeting of Magenta Shores Golf & Country Club

Notice is hereby given that the Annual General Meeting of Magenta Shores Golf & Country Club Limited (“Club”) will be held at 5.00 pm on Friday 31st October 2025 at Pullman Magenta Shores Resort, Members Lounge, 1 Magenta Drive, Magenta  NSW  2261. 
AGENDA 
1.	Declaration of Quorum 
2.	Confirmation of Minutes from the 2024 AGM 
3.	Opening remarks by Chair of the Meeting 
4.	To receive and consider: 
a.	The Financial Report 
b.	The Directors’ Report 
c.	The Auditor’s Report 
for Magenta Shores Golf & Country Club Limited for the year ended 30 June 2025. 
5.	To consider and if thought fit to pass as a Special Resolution, the Special Resolution set out below
6.	To consider questions received on notice and from the meeting
7.	To elect one Director and a Men's Captain
8.	Magenta Foundation: Member chosen Director 
9.	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 bios that follow and are available from the Club’s website at magentagolf.com.au.   
For and on behalf of the Board of Directors, 
Renay McParland 
Company Secretary 
Magenta Shores Golf & Country Club Limited 

SPECIAL RESOLUTION
Resolved, as a special resolution, to amend the Constitution of the Club by–
(1)	Omitting from clause 8 the words from “, plus” to the end of paragraph (b);
(2)	Omitting paragraph 9(e);
(3)	Omitting “holding members,” from paragraph 13(a);
(4)	Omitting paragraph 13(d);
(5)	Omitting from paragraph 13(g) the words “or in the case of a nomination by a holding member of the class so nominated,”;
(6)	Substituting for the words “7 and no more than 8” in paragraph 18(a) the words “5 and no more than 6”;
(7)	Omitting sub-paragraph 18(a)(ii);
(8)	Omitting “; and” from subparagraph 21(c)(ii) and omitting subparagraph 21(c)(iii); and
(9)	Omitting subparagraph 26(b)(v).

EXPLANATORY NOTES 
Agenda Item 2: AGM Minutes 2024 
The minutes of the 2024 AGM were published on the Club’s website on the 19th December 2024 – click here. 
Agenda Item 4: Annual Financial Report 
The annual Financial Report of the Club is available from the Club’s website at 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 General Manager at manager@magentagolf.com.au. 
Agenda Item 5: Proposed Special Resolution 
As members are aware, the Management Agreement between the Club and Magenta Shores Golf Management Pty Ltd (Administrator Appointed) was terminated with effect from 31 March 2025.
Under the Management Agreement, and while it remained in force, Magenta Shores Development Pty Ltd (the Developer) was required to be a “holding member” paying annually the amount of 30 individual members’ subscriptions and having the right to appoint successor members, that is, effectively to transfer a membership to each of 30 purchasers.  
The special resolution now proposed for adoption by the Annual General Meeting amends the Constitution of the Club to remove all references to the Manager, the Management Agreement and the holding company.  This involves a number of specific and limited amendments.  The effect of the proposed amendments is shown in the Proposed Amended Constitution which can be viewed on the club website (here). 
In 2016, under the Management Agreement, the Constitution of the Club was amended to provide that “during the currency of the Management Agreement” the Board of the Club would include two Directors appointed by the Manager, in addition to the five Directors then elected by members.
The Manager appointed as Directors of the Club a Director of each of the two minority investors in the Developer.  A dispute arose among the investors, and in consequence of that dispute the Directors appointed by the Manager ceased to take any part in Board activities.
One effect of the termination of the Management Agreement is that the Directors appointed by the Manager to hold office during the currency of the Management Agreement ceased to hold office.  The proposed amendment gives effect to the cessation of their office.
The Board gave consideration to whether the number of elected Directors should be increased in consequence of the termination of the office of the appointed Directors, and decided not to recommend a change, for these reasons: that termination has made no difference to the operation of the Board, as the Manager’s nominee Directors made little or no contribution to the management of the Club’s affairs, so that there is no gap in the functioning of the Board that needs to be filled; Board meetings are attended not only by Directors (including the Hotel Director, when in office) but also by the two Captains and the Club’s General Manager, Secretary and Course Superintendent; all of these attendees contribute to the management of the Club, and in the view of the Board adding more Directors to Board meetings and activities would at best achieve no improvement to the efficiency and effectiveness of Board meetings and decisions. A Board of five elected Directors appears to be the “sweet spot” in terms of numbers, so the Board does not recommend a change.
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 or by clicking here.
Agenda Item 7: Elections 
Directors 
One Director, Peter Gaydon, retires by rotation.  Peter Gaydon has indicated his intention to stand for re-election.  
One other member has nominated for election: Andrew Gardiner.  
A brief statement supplied by each candidate is available on the Club’s website or by clicking below:-
Peter Gaydon – click here  
Andrew Gardiner – click here 
Men’s Club Captain 
John Wylie has indicated his intention to stand for re-election.  One other member has nominated for election: Glen Kershaw.  A brief statement supplied by each candidate is available on the Club’s website or by clicking below:-
John Wylie - click here   
Glen Kershaw – click here 
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, Kerri Cook will continue as 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 online form.  
Membership details of voting entitlements are contained within the unique link to the website.  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 29th October 2025, 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. 
If you do not receive a link to e-voting, please contact Renay McParland on 02 4316 5600 or email renay@magentagolf.com.au. 

PROXY FORMS 
Accompanying this notification is the proxy form for voting.  Proxy forms must be received by Returning Officer at the Company’s address, (1 Magenta Drive, Magenta) no later than 5pm on the 29th October 2025.  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 suitable 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 29th October 2025 immediately following the 5pm deadline 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 AGMs 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. 
The proxy form is available here.    
Note: Electronic votes and completed Proxy Forms must be received by the Returning Officer no later than 5pm on Wednesday 29th October 2025. 

On behalf of the Board we look forward to seeing you at this year’s Annual General Meeting. Members wishing to attend are invited to register their attendance via the tee sheet, which has been opened for this purpose on the MiClub portal.
Renay McParland 
Company Secretary 
Magenta Shores Golf & Country Club Limited