NOTICE TO MEMBERS

COOTAMUNDRA COUNTRY CLUB LTD

(ACN 000 993 379)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of The Cootamundra Country Club Ltd (ACN 000 999 379) (Cootamundra) will be held at the premises of the Club at 94 Hurley St, Cootamundra, New South Wales 2590 on Thursday, 30 May 2024 at 6.00pm.

Business

  1. To consider and, if thought fit, pass an Ordinary Resolution approving in principle an amalgamation of Cootamundra and Wyong Rugby League Club Ltd (ABN 48 001 286 228).

Ordinary Resolution

That the members of The Cootamundra Country Club Ltd (ACN 000 999 379) hereby approve:

(a) in principle, the amalgamation of The Cootamundra Country Club Ltd (ACN 000 999 379) and Wyong Rugby League Club Ltd (ACN 000 834 908) such amalgamation to be effected by:

(i) the continuation of Wyong Rugby League Club Ltd (ACN 000 834 908) as the amalgamated club and the dissolution of The Cootamundra Country Club Ltd (ACN 000 999 379);

(ii) the transfer of the Assets and Liabilities (as defined in the Memorandum of Understanding between The Cootamundra Country Club Ltd (ACN 000 999 379) and Wyong Rugby League Club Ltd (ACN 000 834 908) from the Cootamundra Country Club Ltd (ACN 000 999 379) to Wyong Rugby League Club Ltd (ACN 000 834 908); and

(iii) the transfer of the Club Licence (No. LIQC300236803) of The Cootamundra Country Club Ltd (ACN 000 999 379) to Wyong Rugby League Club Ltd (ACN 000 834 908); and

(b) the making of an application under section 60 of the Liquor Act 2007 to the Independent Liquor and Gaming Authority of NSW for the transfer of Club Licence (No. LIQC300236803) of The Cootamundra Country Club Ltd (ACN 000 999 379) to Wyong Rugby League Club Ltd (ACN 000 834 908) for the purposes of such amalgamation.

Explanatory Note regarding the Ordinary Resolution

  1. In accordance with clause 4 of the Registered Clubs Regulation 2009, Wyong Rugby League Club Ltd (ACN 000 834 908) (Wyong), in seeking to amalgamate Wyong with another registered club, called for expressions of interest by ClubsNSW Circular (No: 22-177) published on 15 November 2022 (Notice).

    2. In response to the Notice, on 12 June 2023, The Cootamundra Country Club Ltd (ACN 000 999 379) (Cootamundra) submitted an expression of interest to Wyong seeking an amalgamation.

    3. On 18 April 2024, after extensive negotiations, Cootamundra and Wyong executed a Memorandum of Understanding (MOU) relating to a proposed amalgamation of the two clubs.

    4. Members of Cootamundra should consider the terms of the signed copy of the MOU between Cootamundra and Wyong which is on the noticeboard of Cootamundra.

    5. A signed copy of the MOU is also on display on:

    Cootamundra’s website at www.cootamundracountryclub.com.au; and

    Wyong’s website at www.wyongleaguesgroup.com.au

    6. The key features of the proposal as set out in the MOU are summarised as follows:

    (a) The amalgamation will result in the dissolution of Cootamundra as a company and a Licensed Club and the continuation of the Wyong as the body corporate of the Amalgamated Club.

    (b) If the amalgamation is approved, Wyong will continue to trade from its existing premises the following premises:

    • Blackhead Bowling Club;
    • Woolgoolga RSL Club;
    • Woolgoolga Golf Club;
    • Wyong Rugby league Club;
    • Wallarah Bay Recreation Club;
    • Wyong Bowling Club;
    • Budgewoi Soccer Club;
    • Canton Beach Sports Club;
    • Goulburn Railway Bowling Club;
    • Avoca Beach Bowling & Recreation Club;
    • Bateau Bay Bowling Club,

    and the Cootamundra Premises

    (c) The Board of Wyong will be the Governing Body of the Amalgamated Club

    (d) The Chief Executive Officer of Wyong will be the Chief Executive Officer of the Amalgamated Club

    (e) The members (subject to their consent and if not already members) of Cootamundra ill become members of Wyong

    Cootamundra Premises

    (f) Wyong intends to operate the Amalgamated Club for a minimum of ten (10) years from the Completion of the Amalgamation and would only cease to do so in the circumstances outlined below.

    (g) The Amalgamated Club will:

    a. maintain the Cootamundra Premises and carry on the business of a licensed registered club under the RCA and Liquor Act at the Cootamundra Premises with all facilities and amenities of a registered club; and

    b. appoint a manager pursuant to section 66(2) of the Liquor Act 2007 who will to be responsible for the day-to-day operations of Cootamundra Premises, and a venue manager to oversee the premises.

    c. use its best endeavours to operate the Cootamundra Premises profitably, provide golfing, croquet and bowling facilities and to grow the business of the Cootamundra Premises.

    (h) Wyong commits to Cootamundra that Wyong will undertake capital works on the Cootamundra Premises to not less than a cost of $2 million over the three (3) years commencing from the date of Completion of the Amalgamation.

    (i) For the purposes of clause 7(2)(f) of the Registered Clubs Regulations 2015, Wyong and Cootamundra agree that the Amalgamated Club may cease trading from the Cootamundra Premises in the following circumstances:

    a. upon the order of any Court or body with jurisdiction to administer the laws in relation to liquor, gaming and registered clubs that trading cease;

      b. upon the lawful order of any government authority that trading cease;

      c. if the Cootamundra Premises are destroyed or partially destroyed by fire, flood, storm or other similar event, except where appropriate insurance cover is available to reinstate the Cootamundra Premises or if it is otherwise economically viable to do so; or

      d. if, it is not financially viable (as defined in clause 10.5) for the Amalgamated Club to continue to trade from, the Cootamundra Premises.

      (j) Subject to paragraph (j) and (k) below, the Cootamundra Premises will not be financially viable if, in any two (2) consecutive years the EBITDARD percentage for the Cootamundra Premises is ten per cent (10%) or less in each year with such EBITDARD percentage to be determined by an independent company auditor (the Minimum EBITDARD).

      (k) For the purposes of (i):

      a. Wyong must prepare separate financial reports for the Cootamundra Premises.

        b. Wyong must not knowingly or wilfully do anything or omit doing anything which adversely impacts upon the Cootamundra Premises’ ability to achieve the Minimum EBITDARD.

        (l) If Wyong wishes to cease trading from the Cootamundra Premises:

        a. Wyong must engage an independent company auditor (and not Wyong’s auditor or accountant) to prepare a report on the EBITDARD of the Cootamundra Premises; and

          b. Wyong can only cease trading from the Cootamundra Premises if the report (which is to be made publicly available) declares that the Cootamundra Premises did not achieve the Minimum EBITDARD in two (2) consecutive years.

          Golf Activities

          (m) Wyong will:

          a. retain the structure and operations of the men’s and women’s golf committees as presently existing in the Cootamundra Premises;

            b. allow all tee signage sponsorship fees to be retained by the relevant golf committee;

            c. retain the Golf Pro and facilities and a shop for the Golf Pro:

            d. subject to the terms of the agreement between Cootamundra and the Golf Pro; or

            e. on the terms of a new agreement between Wyong and Golf Pro, such terms not to be any less favourable than the terms of the agreement between Cootamundra and the Golf Pro.

            f. ensure that:

            i. if the term of the Lease is extended or renewed – maintain an 18 hole minimum par 71 golf course for the term of the Lease;

            ii. if the term of the Lease is not extended or renewed – maintain an 18 hole golf course for at least ten (10) years from Completion of the Amalgamation; and

              (g) actively encourage and promote the game of golf to the local community.

              Bowling/Croquet Activities

              (n) Wyong will:

              a. ensure that at least one (1) bowling green and croquet green are retained for a minimum of ten (10) years from Completion of the Amalgamation; and

                b. actively encourage and promote the games of bowls and croquet to the local community.

                (o) The Club Licence of Cootamundra will be transferred to Wyong under section 60A of the Liquor Act 2007. All assets of Cootamundra will be transferred to Wyong in accordance with the MOU.

                Employees.

                (p) Prior to Completion of the Amalgamation, Wyong will offer employment to all of employees of Cootamundra on the same terms and conditions presently offered by Wyong to its employees. Where a Cootamundra employee substantially performs duties not currently performed by an employee of Wyong, that Cootamundra employee will be offered employment on the terms and conditions required by the relevant Award or other industrial instrument for those duties.

                (q) In the event that an employee of Cootamundra is paid a higher hourly rate or salary than that paid by Wyong for substantially the same duties, Wyong agrees to offer the hourly rate or salary paid by Cootamundra to the employee and maintain that remuneration until the relevant award or industry instrument exceeds the amount offered.

                (r) Wyong hereby assures any employee of Cootamundra who accepts the offer of employment with Wyong will receive continuity of employment and their accrued entitlements as employees of Cootamundra will be transferred to and honoured by Wyong.

                (s) Any employee of Cootamundra who does not accept the offer of employment with Wyong will be paid their full entitlements by Cootamundra when the employment of that employee at the Cootamundra Premises comes to an end which will be on or before Completion of the Amalgamation.

                Land

                (t) Cootamundra is the registered proprietor of Lot 106 in Deposited Plan 753601 (Folio: 106/753601).

                (u) The parties acknowledge that Cootamundra is the Lessee under a Special Lease 1985/1 of Lot 505 in Deposited Plan 753601 (Folio 505/753601) which expires on 31 December 2024.

                (v) Cootamundra must, at Wyong’s expense, do all things necessary and execute all documents to:

                a. transfer Lot 106 in Deposited Plan 753601 (Folio: 106/753601) to Wyong;

                  b. obtain the approval of the relevant authority to extend the term of the Lease by twenty (20) years to 31 December 2044; and

                  c. assign or transfer the extended Lease,

                  with effect from the date of the Final Order.

                  (w) The land referred to above and any other real property of which Cootamundra is the registered proprietor will be transferred to Wyong.

                  Core Property and Non-Core Property

                  (x) The Land and the Cootamundra Premises (as defined in the MOU) is the Core Property.

                  (y) Non-Core Property is the land (including all property rights attached to such land) of the Club situated:

                  a. along Poole Street, Cootamundra and zoned Residential, being approximately three point seven (3.7) acres of grassland;

                    b. along Hurley Street, Cootamundra and zoned Residential, being approximately two and half (2.5) acres of grassland,

                    which was declared by the members of Cootamundra at the Annual General Meeting of Cootamundra held on 24 October 2023, to be non-core property for the purposes of section 41E of the RCA.

                    (z) Wyong intends to retain the Core Property of Cootamundra and operate the Amalgamated Club in accordance with the MOU and may deal with the Non-Core Property as it considers necessary.

                    Cash and Investments

                    (aa) The cash and investments (if any) of Cootamundra will be transferred (in accordance with clause 16) to the general reserves of the Amalgamated Club.

                    Gaming Machine Entitlements

                    (bb) Cootamundra has twelve (12) gaming machine entitlements, and those gaming machine entitlements will be transferred to Wyong as part of the Amalgamation.

                    (cc) Wyong will, after it has assessed the performance of the gaming machine installations at its various premises, consider and review the viability the number of gaming machines at the Cootamundra Premises, including ensuring there are always twelve (12) gaming machines and by transferring additional gaming machine entitlements to the Cootamundra Premises if appropriate.

                    Amalgamation Application

                    7. If the members of both Cootamundra and Wyong pass the Ordinary Resolution to amalgamate, an application will then be lodged with the Independent Liquor and Gaming Authority to seek approval of the transfer of Cootamundra’s Club Licence to Wyong.

                    8. If the Independent Liquor and Gaming Authority is satisfied that the amalgamation can proceed, it will grant approval of the transfer of Cootamundra’ Club Licence to take effect upon the completion of the commercial matters required to complete the amalgamation (as contained in the MOU).

                    9. The assets and liabilities of Cootamundra will then be transferred to Wyong as contemplated in the MOU and the members of Cootamundra will be invited by Wyong to become members of Wyong. The invitation to membership of Wyong is required because under the Corporations Act 2001 a person cannot become a member of a company if that person has not consented to membership. In other words, if Wyong simply made all of Cootamundra’s members, members of Wyong without their consent, Wyong would be committing an offence.

                    10. After the assets and liabilities of Cootamundra have been transferred to Wyong and the amalgamation has been effected, Cootamundra will proceed to liquidation and be wound up.

                      Requirement for the Ordinary Resolution

                      1. Under section 17AEB of the Registered Clubs Act 1976, without limiting section 60 of the Liquor Act 2007, the Independent Liquor and Gaming Authority cannot approve of the transfer of the licence of a dissolved club (Cootamundra) unless the Authority is satisfied that:

                      (a) the parent club (Wyong Rugby League Club Ltd (ACN 000 834 908)) will meet the requirements set out in section 10(1) of the Registered Clubs Act 1976, and

                      (b) the parent club (Wyong Rugby League Club Ltd (ACN 000 834 908)) will be financially viable, and

                      (c) the proposed amalgamation is in the interests of the members of each of the clubs that are amalgamating, and

                      (d) the proposed amalgamation has been approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate (being in each case an approval supported by a majority of the votes cast at the meeting).

                      2. The Ordinary Resolution proposed in this Notice of General Meeting is required for the purposes of section 17AEB(d) of the Registered Clubs Act 1976 and the amalgamation between Cootamundra and Wyong cannot proceed until the ordinary members of both clubs have approved the amalgamations of their clubs at separate general meetings.

                      Procedural Matters in Relation to the proposed Ordinary Resolution

                      1. Under section 17AEB(d) of the Registered Clubs Act 1976, the proposed amalgamation is to “be approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate.” The term “ordinary members” where used in section 17AEB(d) of the Registered Clubs Act 1976 is defined in section 4 of the Registered Clubs Act 1976 and essentially means all members in all classes of membership (excluding employees of Cootamundra), other than Honorary members, Temporary members and Provisional members.

                      2. Accordingly, all members in all classes of membership of Cootamundra, being Life Members, Full Members and Social Members (excluding Junior Members and employees of Cootamundra) are eligible to attend the general meeting and vote on the Ordinary Resolution.

                      3. To be passed, the Ordinary Resolution requires votes from a simple majority of members (50% + 1) present and voting on the Ordinary Resolution at the meeting.

                      4. Members should read the Explanatory Notes to Members set out above which explains the general nature and effect of the Ordinary Resolution and Special Resolution. Members should also read the Memorandum of Understanding between Cootamundra and Wyong.

                      5. Please direct any questions or concerns about the Ordinary Resolution in writing to the Chairperson of the Club, if possible, before the General Meeting.

                      6. Proxy Votes are not allowed under the Registered Clubs Act 1976.

                      7. The Board of Directors of the Club recommends that members vote in favour of the proposed Ordinary Resolution.

                      Dated: 7 May 2024

                      Yours faithfully

                      Gwen Norman

                      Chairperson