2. CONFIRMATION of the Minutes of the previous Annual General Meeting held on Tuesday 28 November 2017.

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1 Notice of AGM WEST TAMWORTH LEAGUE CLUB LIMITED ACN NOTICE OF ANNUAL GENERAL MEETING AND RESOLUTIONS NOTICE is hereby given of the Annual General Meeting of WEST TAMWORTH LEAGUE CLUB LIMITED to be held on Tuesday 27 November 2018 commencing at 6:30pm at the premises of the Club, 58 Phillip Street, West Tamworth, New South Wales. AGENDA The following business will be dealt with at the Annual General Meeting: 1. APOLOGIES. 2. CONFIRMATION of the Minutes of the previous Annual General Meeting held on Tuesday 28 November REPORTS: To lay the Directors Report, Auditors Report and Financial Report for the year ended 30 June 2018 before the meeting. Please note: These reports can be viewed in PDF format on the Club s website or on written request to the Chief Executive Officer Company Secretary. 4. ORDINARY RESOLUTIONS: To consider and if thought fit pass the two (2) Ordinary Resolutions set out below in this Notice. 5. SPECIAL RESOLUTIONS: To consider and if thought fit pass the eight (8) Special Resolutions set out below in this Notice. 6. DECLARATION OF RESULTS OF THE BALLOT FOR DIRECTORS. 7. BALLOT PAPERS: To approve that the ballot papers be destroyed after one (1) month of this Annual General Meeting. 8. GENERAL BUSINESS (of which due notice has been given) that may be brought before the meeting in accordance with the Club s Constitution. QUESTIONS ON THE REPORTS Members who have questions in relation to any report referred to in Item 3 are requested to submit their questions in writing to the Chief Executive Officer Company Secretary by 5:00pm on Friday 16 November This will allow sufficient time for information to be gathered or research undertaken. If questions are not submitted in this manner, the Club may not be able to provide a complete answer at the Annual General Meeting. PROCEDURAL MATTERS FOR RESOLUTIONS 1. ORDINARY RESOLUTIONS: To be passed, an Ordinary Resolution must receive votes in favour from not less than a majority (50% + 1) of those members who, being eligible to do so, vote in person on the Ordinary Resolution at the meeting. 2. SPECIAL RESOLUTIONS: To be passed, a Special Resolution must receive votes in favour from not less than three quarters (75%) of those members who, being eligible to do so, vote in person on the Special Resolution at the meeting. 3. The Resolutions should be read in conjunction with the notes to members which follow the Resolutions. 4. VOTING ON RESOLUTIONS: Financial Full Fee, Pensioner, Tamworth RSL, Tamworth Tennis, Honorary Life and Gold Life members are eligible to vote on the Resolutions. 5. Under the Registered Clubs Act, members who are employees of the Club are not entitled to vote and proxy voting is prohibited. 6. Amendments to a Special Resolution (other than minor typographical corrections which do not change the substance or effect of the Resolution) will not be permitted from the floor of the meeting. 7. The amendments contained in the First, Second, Third and Fourth Special Resolutions, if passed, will only take effect from and for the purposes of the election of the Board positions and the Annual General Meeting to be held in They will not affect the elections of the Board positions and Annual General Meeting this year. 8. The Board of the Club recommends each of the Resolutions to members.

2 FIRST ORDINARY RESOLUTION That the members hereby: (a) approve that the Club s Board of Directors are entitled to receive the following benefits for the twelve (12) month period preceding the 2019 Annual General Meeting: (i) reasonable food and refreshments for each director at Board or committee meetings. (ii) payment by the Club of reasonable costs or expenses of attending functions whilst representing the Club (with spouses or partners where appropriate) or in relation to such other duties including entertainment of special guests of the Club and other promotional activities as may be approved from time to time by the Board. (iii) reasonable costs or expenses in relation to the professional development and education of directors, including (but not limited to): (1) attending meetings of associations of which the Club is a member or directors are members; (2) attending conferences, seminars, lectures, trade displays, organised study tours, fact finding tours and other similar events (whether held within Australia or overseas) as may be determined by the Board from time to time; (3) attending other registered clubs or gaming venues for the purpose of observing their facilities and methods of operation; (4) attending conferences and training sessions (including mandatory training) in relation to director s roles and responsibilities under the Registered Clubs Act 1976, the Corporations Act 2001 and any other relevant legislation. (iv) payment by the Club for provision of a blazer and associated apparel. (v) provision of specially reserved parking spaces at the Club without charge. acknowledge that the benefits in paragraph (a) are not available for members generally but are only for those who are directors of the Club (and their spouses or partners in the circumstances set out in paragraph (a)(ii) above). Notes to Members on First Ordinary Resolution 1. The First Ordinary Resolution is to have the members approve expenditure by the Club on directors (and their spouses or partners in certain circumstances) in respect of the matters set out in the First Ordinary Resolution. 2. Included in the First Ordinary Resolution is the cost of directors attending seminars, lectures, trade displays and other similar events to be kept abreast of current trends and developments which may have a significant bearing on the Club. SECOND ORDINARY RESOLUTION That the members hereby approve: (a) payment of the following honorariums (inclusive of any superannuation guarantee levy if payable) to the Club s Directors for services as directors for the twelve (12) month period preceding the 2018 Annual General Meeting: (i) President - $7000; (ii) Vice President - $3500; and (iii) Directors (including any Board Appointed Directors) - $2000 each. such honorariums to be paid on a pro-rata basis if the President, Vice President or a Director only held office for part of the twelve (12) month period preceding the 2018 Annual General Meeting. Notes to Members on Second Ordinary Resolution 1. The Second Ordinary Resolution is to have the members approve honorariums for the directors of the Club for duties to be performed by them during the twelve (12) month period preceding the 2018 Annual General Meeting. 2. The honorariums will be paid on a pro-rata basis which means that if the President, Vice President or an Ordinary Director (including a Board Appointed Director) only held office for part of the year, that person will only receive a proportional part of the honorarium. FIRST SPECIAL RESOLUTION that year and thereafter, the Constitution of West Tamworth League Club Limited be amended by inserting the following new Rule 55B: 55B. A member shall not be entitled to nominate for or be elected or appointed to the Board unless he or she has been a financial member of the Club during the twelve (12) months immediately preceding the date that he or she nominates for election to the Board or the date of his or her proposed appointment to the Board. Notes to Members on First Special Resolution 1. The First Special Resolution proposes to introduce an additional eligibility requirement in relation to nominating for and being 2. If the First Special Resolution is passed, a member must be a financial member of the Club for at least the preceding twelve (12) months before he or she can nominate for or be SECOND SPECIAL RESOLUTION that year and thereafter, the Constitution of West Tamworth League Club Limited be amended by inserting the following new Rule 55C: 55C. A member shall not be entitled to nominate for or be elected or appointed to the Board if he or she is a former employee of the Club whose employment with the Club was terminated by the Club for misconduct.

3 Notes to Members on Second Special Resolution 1. The Second Special Resolution proposes to introduce an additional eligibility requirement in relation to nominating for and being 2. If the Second Special Resolution is passed, a member will not be entitled to nominate for or be elected or appointed to the Board if he or she is a former employee of the Club whose employment was terminated by the Club for misconduct. THIRD SPECIAL RESOLUTION that year and thereafter, the Constitution of West Tamworth League Club Limited be amended by inserting the following new Rule 55D: 55D. A member shall not be entitled to nominate for or be elected or appointed to the Board if he or she was an employee of the Club during the five (5) calendar years immediately preceding the proposed date of election or appointment to the Board. Notes to Members on Third Special Resolution 1. The Third Special Resolution proposes to introduce an additional eligibility requirement in relation to nominating for and being 2. If the Third Special Resolution is passed, a member who was an employee of the Club during the preceding five (5) calendar years will not be entitled to nominate for or be FOURTH SPECIAL RESOLUTION that year and thereafter, the Constitution of West Tamworth League Club Limited be amended by: (a) inserting the following definition of Contractor into Rule 2(a): Contractor means a person (which for the avoidance of doubt includes a company, a partnership or a business) who has a contract with the Club for the purposes of section 41B of the Registered Clubs Act. inserting the following new Rule 55E: 55E. A member shall not be entitled to nominate for or be elected or appointed to the Board if he or she is a Contractor or a director, secretary, employee or a business owner of a Contractor. (c) inserting the following new Rule 77(i): (i) becomes a Contractor or a director, secretary, employee or a business owner of a Contractor. Notes to Members on Fourth Special Resolution 1. The Fourth Special Resolution proposes to introduce an additional eligibility requirement for standing for and being elected or appointed to the Board. 2. If the Fourth Special Resolution is passed, a member will: (a) not be entitled to stand for or be elected or appointed to the Board if the member is a Contractor or a director, secretary, employee or business owner of a Contractor; and automatically cease to be a director if the member becomes a Contractor or a director, secretary, employee or business owner of a Contractor. 3. With regard to this: (a) A Contractor is a person (which includes a company, partnership or business) who has a contract with the Club for the purposes of section 41B of the Registered Clubs Act; and Section 41B of the Registered Clubs Act defines a contract as including a commercial arrangement. FIFTH SPECIAL RESOLUTION That the Constitution of West Tamworth League Club Limited be amended by inserting at the end of Rule 56(c) the words Candidates may submit a candidate profile comprising a passport size photograph and a resume (of such length and containing such information as determined by the Board by way of By-Law) with their nomination form. Notes to Members on Fifth Special Resolution 1. The Fifth Special Resolution clarifies that candidates for election to the Board may submit a candidate profile with their nomination form. This amendment reflects the Club s existing practice. SIXTH SPECIAL RESOLUTION That the Constitution of West Tamworth League Club Limited be amended by inserting the following new Rule 56(k) and renumbering the remaining provision of Rule 56 accordingly: (k)(i) No member shall issue, display, publish, distribute or cause to be issued, displayed, published or distributed any written material (including how to vote tickets) within the premises or surrounding precincts of the Club advocating either for or against the election of any candidate or candidates for the Board of the Club. However, this restriction shall not apply to any material that candidates are authorised by the Board or returning officer to issue, display, publish or distribute (including but not limited to candidate profiles). (ii) No member shall conduct electioneering on the premises of the Club or surrounding precincts of the Club (including but not limited to in the Club s car park, the Club s foyer, reception area and any area where voting is being conducted). (iii) Any breach of Rules 56(k)(i) and (ii) shall be deemed to be conduct prejudicial to the interests of the Club for the purposes of the Club s Constitution.

4 Notes to Members on Sixth Special Resolution 1. The Sixth Special Resolution proposes to prohibit members from: (a) issuing, displaying publishing, distribution or causing to be issued, displayed, published or distributed any written material (including how to vote material) advocating either for or against the election of any candidate or candidates for the Board of the Club within the premises or surrounding precincts of the Club (unless approval has been given by the Board or returning officer); and electioneering on the premises of the Club or surrounding precincts of the Club (including but not limited to in the Club car park, foyer, reception area or any area where voting is being conducted). 2. The Board proposes the above prohibitions because the Club has received a number of complaints from members stating that the electioneering and distribution of how to vote material during the election of the Board in 2017 adversely affected their use, convenience and enjoyment of the Club s facilities. 3. Therefore, if the Sixth Special Resolution is passed: (a) (c) unless approval has been obtained from the Board or returning officer, members will not be permitted to issue, display, publish, distribute or cause to be issued, displayed, published or distributed any written material (including how to vote material) advocating either for or against the election of any candidate or candidates for the Board of the Club within the premises (including any voting areas) or surrounding precincts of the Club; and members will not be permitted to engage in electioneering on the premises of the Club or surrounding precincts of the Club including the car park; any breach of the above restrictions will be deemed to be conduct prejudicial to the interests of the Club and may be dealt with under the disciplinary provisions of the Constitution. SEVENTH SPECIAL RESOLUTION That the Constitution of West Tamworth League Club Limited be amended by deleting Rules 71 to 76 (and the headings immediately preceding those Rules) and in lieu thereof inserting the following new headings and Rules 71 to 76C inclusive: MATERIAL PERSONAL INTERESTS OF DIRECTORS 71. (a) Any director who has a material personal interest in a matter that relates to the affairs of the Club must, as soon as practicable after the relevant facts have come to the director s knowledge declare the nature of the interest at a meeting of the Board and comply with Rule 71. Subject to Section 195 of the Act, a director who has a material personal interest in a matter that is being considered at a meeting of the Board, or of the Directors of the Club: (i) must not vote on the matter; and (ii) must not be present while the matter is being considered at the meeting. REGISTERED CLUBS ACCOUNTABILITY CODE 72. (a) The Club must comply with the requirements of the Registered Clubs Accountability Code (as amended from time to time) and the provisions of Rules 73 to 76C inclusive. For the purposes of Rule 73 to 76C inclusive, the following terms close relative, controlling interest, manager, pecuniary interest and top executive shall have the meanings assigned to them by the Registered Clubs Act and Registered Clubs Regulations. CONTRACTS WITH TOP EXECUTIVES 73. (a) The Club must ensure that each top executive has entered into a written employment contract with the Club dealing with: (i) the top executive s terms of employment; and (ii) the roles and responsibilities of the top executive; (iii) the remuneration (including fees for service) of the top executive; (iv) the termination of the top executive s employment. Contracts of employment with top executives will not have any effect until they are approved by the Board and they must be reviewed by an independent and qualified adviser before they can be approved by the Board. CONTRACTS WITH DIRECTORS OR TOP EXECUTIVES 74. (a) Subject to Rule 75 and any restrictions contained in the Registered Clubs Act, the Club must not enter into a commercial arrangement or a contract with a director or top executive or with a company or other body in which a director or top executive has a pecuniary interest, unless the proposed commercial arrangement or contract is first approved by the Board. A pecuniary interest in a company for the purposes of Rule 74(a) does not include any interest exempted by the Registered Clubs Act. CONTRACTS WITH SECRETARY AND MANAGERS 75. Unless otherwise permitted by the Registered Clubs Act, the Club must not enter into a commercial arrangement or contract with: (a) the Secretary or a manager; or any close relative of the Secretary or a manager; (c) any company or other body in which the Secretary or a manager or a close relative of the Secretary or a manager has a controlling interest. LOANS TO DIRECTORS AND EMPLOYEES 76. The Club must not: (a) lend money to a director of the Club; and unless otherwise permitted by the Registered Clubs Act and Regulations, the Club must not lend money to an employee of the Club unless the amount of the proposed loan is ten thousand dollars ($10,000) or less and the proposed loan has first been approved by the Board.

5 RESTRICTIONS ON THE EMPLOYMENT OF CLOSE RELATIVES OF DIRECTORS AND TOP EXECUTIVES 76A. (a) A person who is a close relative of a director or top executive must not be employed by the Club unless their employment is approved by the Board. If a person who is being considered for employment by the Club is a close relative of a director of the Club, the director must not take part in any decision relating to the person's employment. DISCLOSURES BY DIRECTORS AND EMPLOYEES OF THE CLUB 76B. (a) A director, top executive or employee of the Club must disclose any of the following matters to the Club to the extent that they relate to the director, top executive or employee: (i) (ii) (iii) (iv) any material personal interest that the director has in a matter relating to the affairs of the Club; and any personal or financial interest of the director or top executive in a contract relating to the procurement of goods or services or any major capital works of the Club; any financial interest of the director or top executive in a hotel situated within forty (40) kilometres of the Club's premises, any gift (which includes money, hospitality and discounts) valued at one thousand dollars ($1,000) or more, or any remuneration (including any fees for service) of an amount of one thousand dollars ($1,000) or more, received by the director, top executive or employee from an affiliated body of the Club or from a person or body that has entered into a contract with the Club. The Club must keep a register in an approved form containing details of the disclosures made to the Club in accordance with Rule 76B(a). PROVISION OF INFORMATION TO MEMBERS 76C. The Club must: (a) make the information required by the Registered Clubs Regulations available to the members of the Club within four (4) months after the end of each reporting period to which the information relates, and indicate, by displaying a notice on the Club's premises and on the Club's website (if any), how the members of the Club can access the information. Notes to Members on Seventh Special Resolution 1. The Seventh Special Resolution proposes to amend provisions of the Club s Constitution dealing with corporate governance and accountability to bring them into line with the recent amendments to the Registered Clubs Act and Registered Clubs Regulation. EIGHTH SPECIAL RESOLUTION That the Constitution of West Tamworth League Club Limited be amended by: (a) deleting from Rule 40(a) the words by the first day of July in each year and in lieu thereof inserting the words on such date or dates as determined by the Board from time to time. deleting from Rule 40 the words by the thirty first day of July in each year and in lieu thereof inserting the words within one (1) month of the due date or dates (as the case may be). (c) deleting Rule 40(c) and renumbering Rule 40(d) as Rule 40(c). Notes to Members on Eighth Special Resolution 1. The Constitution currently provides that: (a) annual subscriptions are due and payable on 1 July each year; and a member will be deemed to be a non-financial member of the Club if they have not paid their annual subscription by 31 July in any year. 2. The Club wishes to adopt a new system for the payment of annual subscriptions (with effect from the date of the Annual General Meeting to be held in 2018) whereby: (a) existing members (ie any person admitted to membership of the Club before the date of the Annual General Meeting to be held in 2018) must continue to pay their annual subscription by 1 July each year; and new members (ie any person admitted to membership of the Club on or after the date of the Annual General Meeting to be held in 2018) must pay their annual subscription on each anniversary of their admission to membership of the Club; (c) a member will be deemed to be a non-financial member of the Club if they have not paid their annual subscription within one (1) month of the due date or dates. 3. The Eighth Special Resolution proposes a series of amendments to Rule 40 of the Club s Constitution to provide operational flexibility to enable the Club to adopt the new system (to be implemented by By-Law passed by the Board) for the payment of annual subscriptions with immediate effect. A copy of the proposed By-Law is set out below: 3. PAYMENT OF ANNUAL SUBSCRIPTIONS For the purposes of Rule 40(a) of the Club s Constitution, all members who were admitted to membership of the Club: (a) before 27 November 2018 must continue to pay their annual subscription by 1 July each year; and on or after 27 November 2018 must pay their annual subscription by each anniversary of the date that they were admitted to membership of the Club. (c) Members shall not be given renewal notices prior to the due date for payment of the subscriptions pursuant to paragraphs (a) and of this By-Law. However if a member defaults in paying his or her subscription by the due date the Club will give written notice to the member requiring payment within one month of the due date otherwise the provisions of Rule 40 of the Constitution shall take effect. DATED: 26 September 2018 BY direction of the Board Rod Laing Chief Executive Officer Company Secretary