Member Information Document

This package contains important information to assist members in considering the proposed total transfer of business (‘transfer’) of My Credit Union Limited ACN 087 650 584 (‘MYCU’) to Community CPS Australia Limited ACN 087 651 143, trading as Beyond Bank Australia (‘Beyond Bank’) under the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth).

Disclaimer: The Australian Prudential Regulation Authority (‘APRA’) has approved this Member Information Document pursuant to Rule 9 of the Transfer Rules No 1 of 2015, for the purposes of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth). In deciding whether to approve this Information Statement, APRA has consulted with the Australian Securities and Investments Commission (‘ASIC’). Neither APRA nor ASIC accept any responsibility for the accuracy or otherwise, of any matter contained in, attached to, or accompanying this Member Information Document.

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Table of Contents 1. Executive Summary ...... 4 2. Why Merge? ...... 5 3. Key Dates...... 5 4. About Beyond Bank ...... 5 5. About MYCU ...... 6 6. Outcomes of Due Diligence ...... 6 7. Transfer Process ...... 6 8. Legal and Practical Effects of the Transfer Proposal ...... 7 9. Effects of the Transfer Proposal ...... 7 9.1 Compatibility in Strategies ...... 7 9.2 Enhanced Market Position and Member Value ...... 8 Values ...... 8 Products and Services ...... 8  Wealth Management Services ...... 8  Insurance Services ...... 8  Relationship Banking Packages ...... 8 Access ...... 8 Community ...... 9 People ...... 9 9.3 Growth and Sustainability ...... 9 9.4 Business Efficiencies...... 9 9.5 Business Continuity and Key Person Risks ...... 10 9.6 Current Terms and Conditions, Fees and Charges, and Transaction Limits ...... 10 9.7 Current Interest Rates ...... 11 9.8 Membership and Shares ...... 11 10. Board of Directors ...... 12 10.1 Current Boards ...... 12 10.2 Proposed Board...... 12 10.3 Director Remuneration ...... 12 11. Governance Structure ...... 12 11.1 Management and Staff ...... 13 11.2 The Constitution...... 13 11.3 Interest of Officers in the Transfer ...... 13 11.4 Incentive Payments to Officers, Members, Depositors, Policy Holders or Investors ...... 13

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12. Financial Position ...... 13 13. Potential Issues Arising From the Transfer ...... 15 14. What If the Transfer Does Not Proceed ...... 15 15. How Do Members Vote On the Transfer Proposal ...... 16 16. Member Questions Concerning the Proposal ...... 16 17. Statement by Boards of Directors ...... 16 Schedule 1 ...... 17 Schedule 2 ...... 18 Schedule 3 ...... 20 Schedule 4 ...... 29 Schedule 5 ...... 35 Schedule 6 ...... 38 Schedule 7 ...... 44

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1. Executive Summary One of the most important functions Directors undertake is to plan for the future of their organisation. Whilst it is critical that the business is currently performing well for its members, Directors also need to be vigilant and position the business so that it continues to be profitable, relevant and secure for its members today and into the future.

With increasing competition, technology and regulatory costs, the Board of Directors of MYCU (the Board) believes its future growth path lies in merging with a larger like-minded community focused customer owned financial institution, one that provides the necessary scope and financial strength to best serve our members now and into the future.

The Board is well aware of the significant structural and external environmental changes taking place in the customer owned banking sector and the financial services industry (refer Schedule 1). The Board firmly believes that a transfer of business to Beyond Bank, which values its mutual philosophy and commitment to members, will thrive in an environment of increased competition and constant change.

In assessing potential merger partners, the Board identified that Beyond Bank has made substantial investments in digital and mobile technologies, has competitively priced products and services and is well resourced financially to deal with the increasing levels of regulation and compliance.

With a combined membership of over 220,000 members and total assets of $5.6 billion the Board of Directors believe the proposed Merged Entity will be well positioned within the member-owned banking industry to create and return value to members. Value will be delivered via a comprehensive competitive range of products and services with access to an expanded distribution network. The Merged Entity will increase the ability to assist the local communities in which MYCU operates, which would otherwise not be possible for MYCU on its own.

It is proposed that the total transfer of business, which is subject to approval by the Australian Prudential Regulation Authority (APRA), will be via MYCU transferring the whole of its business to Beyond Bank.

Please note the transfer of business is a total package. MYCU members can only choose to approve or not approve the transfer of business in its entirety as described in this Information Document. This Information Document has been prepared to provide MYCU members with information about the merger proposal.

Ultimately, if the transfer does not proceed, it is likely that key strategic objectives, such as member access expansion plans (including branch sites, technology innovation and new products and services) and the desire to improve the contributions made to local communities, would be difficult for MYCU to achieve over the longer term if MYCU remains a stand-alone entity. The Board of MYCU acknowledges the requirement for greater scale will remain, yet organic growth alone will be insufficient to achieve the necessary size to compete effectively over the long term. The Board, therefore, will continue its current strategy to look for an alternative merger partner.

In addition, subject to members’ approval at the MYCU Annual General Meeting (AGM), and Beyond Bank Board approval by resolution, the transfer will occur on 1 February 2018 or such later date as may be agreed with APRA.

Both organisations have a common heritage and a long history of member service. The strategies being pursued by both organisations are complementary.

The Board of Directors of MYCU and Beyond Bank believe that the transfer will be beneficial to all members and therefore unanimously recommend the transfer.

The MYCU Board of Directors acknowledges that to the best of their knowledge, the representations made in this Members Information Document (MID) are accurate and not misleading.

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2. Why Merge? Mergers have been an important part of the history, growth and financial strength of MYCU and its forerunners since the 1960s. Through mergers our predecessor organisations have united to become MYCU, a stronger and more resilient institution. Mindful of the need to meet high fixed costs whilst continually striving to deliver great value, service and the best contemporary technology, the Board has sought to identify a strong mutual partner to go forward with in the next phase of growth.

We are now at an exciting point where the Board has identified a suitable merger partner, one that shares our values and commitment to members. Combining with Beyond Bank, a mutual bank with a strong financial position, will allow MYCU to provide its members with the increased value and customer focused services they deserve now and into the future.

The Board believes that the Merged Entity will include the following opportunities for all members: • improved levels of access and wider branch network (of 40+ branches across NSW, ACT, SA and WA); • a commitment to return value to members through a more extensive range of competitive products and services; • enhanced digital banking and longer member contact hours; • relationship programs which support length of membership and product patronage; • ongoing commitment to supporting and strengthening local communities; • financial advisory services through Beyond Bank’s wholly owned subsidiary; • development of new services, aligned to the core services of the Merged Entity; • the establishment of a $3 million Community Support Fund to support local initiatives for MYCU members • Establish a Community Sub Fund with an initial $200,000 and a Deductible Gift Recipient (DGR) sub- fund to support the MYCU community in Sydney and NSW regions (“Sydney Community Sub-Funds”) with the same structure as those that Beyond Bank has created for South Australia, The Australian Capital Territory, Western Australia, Newcastle Hunter and Riverina regions; and • making available the Community Entrepreneur Program in the Sydney metropolitan region similar to that established in the Riverina and Newcastle Hunter regions. 3. Key Dates The members of MYCU should note the following key dates:

 30 November 2017 - The MYCU AGM of members will be held at 12.30 pm at the Mantra Parramatta Hotel, Corner Parkes Street and Valentine Ave, Parramatta NSW. MYCU proxy forms must be received no later than 48 hours prior to the commencement of the AGM.

 If members of MYCU approve the transfer by passing the special resolution at the AGM, and the transfer is approved by resolution of the Beyond Bank Board, then subject to APRA approval, the legal transfer will take effect on 1 February 2018 or such later date as may be agreed with APRA.

 No later than 3 months following the legal transfer, it is intended to integrate the organisations computer systems (system conversion). 4. About Beyond Bank Beyond Bank is one of Australia’s largest member-owned financial institutions with a history that extends over 55 years with the formation of Community CPS Australia Limited in March 2006, resulting from the merger of CPS Credit Union (SA) Limited (est.1958) and CPS Credit Union Co-operative (ACT) Limited (est.1960). In 2013 Community CPS Australia was successful in its application to convert to a mutual bank and on 1 August 2013 commenced trading as a member-owned bank under the business name Beyond Bank Australia.

Beyond Bank has built its business on the core values of mutuality, integrity, putting the member first, strengthening local communities and sustainability. It operates a unique business model which encompasses

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banking, wealth management services and community activities, and has approximately 209,000 members, 620 employees, a national branch network throughout South Australia, the Australian Capital Territory, Western Australia and regional New South Wales. Beyond Bank has established a community foundation encompassing a Master Deductible Gift Recipient (‘DGR’) Fund and a Master Support Fund to support the communities in which it operates. In May 2017, Beyond Bank was awarded Best Financial Institution in Corporate Social Responsibility at the Australian Retail Banking Awards.

As at 30 June 2017, the Beyond Bank Group had $5.4 billion in assets. This information is based on audited financial reports for Beyond Bank, as at 30 June 2017. Audited financial reports for the financial year ended 30 June 2017 are available from beyondbank.com.au.

Beyond Bank is the ultimate holding company of the following entities: • Eastwoods Group Limited; • Eastwoods Wealth Management Pty Ltd (t/as Beyond Bank Wealth Management); • Beyond Employee Benevolent Fund Pty Ltd; • Beyond Bank Australia Foundation Limited; and • Community CPS Services Pty Ltd. 5. About MYCU My Credit Union Limited is a NSW based Credit Union, formed on 1 July 2011, resulting from a merger between Resources Credit Union and Industries Mutual Credit Union. Mergers have been an important part of the history, growth and financial strength of My Credit Union and its forerunners since the 1960s. Through mergers MYCU’s predecessor organisations have united to become My Credit Union, a stronger and more resilient institution. MYCU was ranked in the 2017 Money Magazine’s Top 10 Credit Union of the Year Awards, and received Canstar Outstanding Value Home Loan 2015 as well as Canstar 5-star rating for car and personal loans in 2015 and 2016.

Whilst My Credit Union continues to be in a strong financial position, the Board of My Credit Union has sought to identify a mutual partner that shares the values and commitment to members to go forward with in the next phase of its growth.

As at 30 June 2017, MYCU had 11,000 members and $215 million in assets. This information is based on audited financial reports for MYCU, as at 30 June 2017. Audited financial reports for the financial year ended 30 June 2017 are available from [email protected]. 6. Outcomes of Due Diligence Due diligence is a validation process whereby each entity assesses the financial and business performance of the other. It allows the Boards, Management, Staff, and ultimately MYCU members to make an informed decision on whether the proposed transfer of business to Beyond Bank should proceed. The objectives of a due diligence process include obtaining a detailed understanding of the business of the other organisation. This includes identifying its business practices, potential operational synergies and transfer risks.

Due diligence activities were undertaken by both organisations during July 2017 and MYCU obtained independent advice from Ingham CS Pty Ltd as part of the process. Due diligence reports were subsequently presented to the respective Boards and each Board has concluded that there are no issues that would prevent the transfer from proceeding. 7. Transfer Process Subject to APRA approval to proceed it is proposed that MYCU (the Transferring Entity) transfer the whole of its business to Beyond Bank (the Receiving Entity) under the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth). Subject to members’ approval of the transfer at the MYCU AGM, it is proposed that the transfer will occur on 1 February 2018 or such later date as may be agreed with APRA.

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MYCU has applied for revocation of its authority to conduct banking business in Australia in accordance with Section 9A of the Banking Act 1959 (Cth). The application is subject to member approval of the transfer proceeding. If the transfer proceeds: • MYCU will apply for deregistration as a company in accordance with Section 601AA of the Corporations Act 2001 (Cth). As this is a total business transfer, there will be no surplus funds to transfer to members. • If, for any reason, there are surplus funds upon deregistration, those funds will be transferred to the Merged Entity.

Any final financial statements of MYCU required to be lodged prior to deregistration, will be duly prepared, signed and lodged. After the transfer, the Government’s Deposit Guarantee of $250,000 will only apply once across all deposits held in Beyond Bank (regardless of whether they were initially deposits held in MYCU or Beyond Bank prior to the transfer of business).

Following the transfer of business from MYCU to Beyond Bank, there will be only one legal entity trading. Members may notice branding changes commencing from the legal transfer date and continuing to be rolled out right up until the system and product conversion. By this time all MYCU brand will be migrated to the Beyond Bank brand. 8. Legal and Practical Effects of the Transfer Proposal Upon transfer the Receiving Entity becomes the successor in law of MYCU and all the assets and liabilities of MYCU, wherever those assets and liabilities are located, become assets and liabilities of the Receiving Entity without any transfer, conveyance or assignment. The duties, obligations, immunities, rights and privileges applying to MYCU apply to the Receiving Entity.

In addition, members of MYCU will: • become members of Beyond Bank by having their member share in MYCU cancelled and a share in Beyond Bank issued; • be entitled to the same rights as existing members of Beyond Bank; and • following the integration of systems, have full access to all of the products and services to be offered by Beyond Bank.

If the transfer proceeds, all employees of MYCU will become employees of the Merged Entity (with no planned redundancies), and expanded job opportunities in a larger and more diverse organisation. There will be no branch closures as a result of the transfer proceeding.

There is no other information known to Directors of MYCU that is material to the members’ decision to agree to the transfer that has not been disclosed to members in this Member Information Document. 9. Effects of the Transfer Proposal The transfer recognises the changing face of the financial services industry and the need to build a diversified business throughout Australia to improve the Merged Entity’s ability to manage increasing levels of competition and regulation, and the evolution of new technologies and subsequent demand.

Bringing together two member-owned financial organisations which share compatible values and strategic direction will see a combined membership of over 220,000 customers and total assets of $5.6 billion. The Merged Entity will be well positioned within the member-owned banking industry to effectively manage the changing financial landscape while preserving our core ideals of mutuality, superior service, and meaningful relationships with our members and their communities.

9.1 Compatibility in Strategies Both organisations have similar strategic directions and a mutual approach, ensuring benefits continue to go back to members and the community - not external shareholders. The strategy of creating and returning value to members by building total financial solutions, while providing greater support to local communities, is an objective that both organisations have been individually pursuing. The Merged Entity will pursue a values

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driven operating model based on providing total financial solutions underpinned by a unique customer experience and service proposition. The strategies aim to assist members in managing their evolving financial needs through the supply of innovative products and services, which also support the needs of the community in which they live and work.

9.2 Enhanced Market Position and Member Value The Boards believe that by creating a larger and more diversified organisation, leveraging both organisations strong presence in their respective markets within the region, the Merged Entity can enhance its market position as a values-based member-owned financial services provider. This will allow for expansion into markets where opportunities may exist ultimately resulting in increased member value. The Merged Entity aims to capture this market opportunity by focusing on five key areas namely, values; products and services; access; community; and people.

Values The Merged Entity will continue the tradition of being a strong values based member-owned organisation. The values of mutuality, integrity, putting the member first, strengthening local communities and sustainability will underpin the policies and business decisions. It will act with openness, accountability and fairness, to deliver responsible and sustainable financial services, whilst retaining the high levels of satisfaction already being experienced by the members of MYCU and Beyond Bank. The Merged Entity will remain committed to ensuring the best interests of members drive its direction and decision-making processes.

Products and Services With a wide range of products and services already available, and a targeted, strategic and purposeful approach to new product development, the Merged Entity will ensure its products continue to be relevant and meet the needs and wants of its member segments (i.e. youth, retired and first home buyers) and return value for money.

In addition, members of MYCU will have available to them:

 Wealth Management Services Delivered through its wholly owned subsidiary, Beyond Bank Australia Wealth Management is designed to guide members with their financial planning through all life stages, from their first job through to their retirement years. These services will be expanded into NSW to provide MYCU members with independent financial advice. Hence, members will be able to obtain trusted advice for wealth management services within the Merged Entity, rather than through third party suppliers.

 Insurance Services Insurance services will continue to be provided to MYCU members. The Merged Entity will offer a wide range of competitive insurance products that provide peace of mind, ensuring assets and lifestyles are protected. Arranging insurance through the Merged Entity will provide members with the ease and convenience of a complete financial service provider.

 Relationship Banking Packages Eligible MYCU members will have access to relationship banking packages following system integration. These packages provide a range of benefits such as preferential interest rates for lending and investment products, fee concessions, and relationship management through personal Relationship Consultants. These services will become available to qualifying MYCU members following system conversion.

Access Members will benefit from an expanded branch network across regional New South Wales, metropolitan and regional South Australia, the Australian Capital Territory and Western Australia; national access through Australia Post’s Bank@Post service; RediATM, NAB and Bank of Qld ATMs; improved internet banking and national payments platforms; and Beyond Bank’s mobile app for iPhones, iPads and Android phones.

The Merged Entity will be better positioned to serve members and the communities in the areas in which MYCU operates, through omni-channel banking - a multichannel approach to service (branch, internet and

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mobile), providing continuity of member experience, addressing members’ desire to control the time, place, channel, and information required to perform their banking activities.

Community Both organisations have an established record of contributing to the community. The Boards of both entities are committed to ensuring the Merged Entity will be a leading contributor to the local community. The Merged Entity will establish a MYCU local community support sub-fund with an amount of $3 million to support the local community of MYCU members in its areas of operation. The parties will discuss in good faith and agree on the appropriate objectives, structure and process of this fund. This recognises the commitment to remain focused on the local needs of our member communities.

An initial contribution will also be made into a new Community Support Sub Fund of $200,000 which will be followed by further annual contributions based on the Merged Entity’s net profit after tax and the performance of the Sydney metropolitan region. A Deductible Gift Recipient Sub Fund will also be established to accept donations to further assist community initiatives.

For further information about these controlled entities and community foundation funds refer to Schedule 7.

People Our people are critical to our success. The Merged Entity will provide enhanced opportunities to retain and develop its people. There is a strong desire to position the Merged Entity as an employer of choice amongst those seeking careers within the financial services sector.

9.3 Growth and Sustainability MYCU is well established in Sydney and both organisations are well established within the Riverina and Newcastle Hunter regions. The transfer presents a strategic opportunity for further growth, increasing economies of scale, market influence, reach and prospects for both organisations, members and their communities. By combining operations, the Merged Entity will be one of the top member-owned financial organisations in Australia based on asset size, improving their ability to create and return value to members in the Sydney, Riverina and Newcastle Hunter region, while providing greater support to local communities.

Building a diversified business throughout Australia improves the Merged Entity’s ability to manage risks and cope with challenging economic conditions. Whilst having a national presence, the Boards and Management remain cognisant of the need to keep a local, personal approach while still enjoying the benefits the Merged Entity can offer as a larger, stronger operation.

9.4 Business Efficiencies The financial services market is highly competitive, with continuous pressure on interest margins during a record low interest rate environment. MYCU members will be able to take advantage of the stronger competitive position a larger entity provides by: • combining the strengths of both organisations; • taking advantage of the geographic diversification the transfer will provide; and • leveraging investments (both past and future) in marketing, information technology, product and services. Combined the Merged Entity will be in a better position to improve efficiency and be more effective through greater economies of scale.

Technology The accelerating rate of technological change and increasing penetration of mobile devices, combined with shifting customer preferences, will have dramatic implications of how financial services are structured, delivered and consumed in Australia and across the world.

The enormous changes technology has made to the way Australians engage with their financial institutions — with the once ubiquitous in-branch interactions now all but replaced by ATMs, online transactions and mobile

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services. Future growth of innovation in financial technology brings scope for even more changes, delivering new services and potentially generating new, lasting jobs.

The financial services market in Australia is highly competitive, with an accelerating rate of technological change and increasing development costs. This linked with shifting customer preferences places financial institutions under pressure to compete efficiently. Combining the strengths of both organisations will not only provide greater geographic diversification and economies of scale, but also increase efficiencies through leveraging investments in information technology and systems; products and services; innovation; and process optimisation. Through these changes, the Merged Entity will be well placed to respond to the challenges and capture future opportunities of technological change. MYCU members will be able to take advantage of the stronger competitive position the larger entity will provide.

9.5 Business Continuity and Key Person Risks It is intended that the operations of the Merged Entity will be spread across all of the States in which it operates as part of its regional model. Under this model, national functions are undertaken from various regions across the country using technology to address day-to-day geographic barriers. This will allow business operations to be maintained in the event of a disaster that could cause any of the locations to become inoperable.

The Merged Entity will benefit by merging the strengths of the existing management structures of both organisations, producing a broadened skill mix and stronger succession planning.

9.6 Current Terms and Conditions, Fees and Charges, and Transaction Limits The current terms and conditions; fees and charges; and transaction limits that apply to existing MYCU products and services will remain unchanged in the period immediately following the transfer date up until system conversion occurs. This approach will allow for consolidation of terms and conditions; fees and charges; transaction limits; and a fair and equitable approach to create a common set of products and services. In doing so, when existing contractual obligations apply to any of the products and services, these specific terms and conditions will remain in place until the end of their contracted period.

Additionally the following key benefits will be offered:

Transaction fee free banking. All MYCU personal memberships will be able to undertake transactional banking free of charge within the Merged Entity with the Beyond Bank Pinnacle package.

Notes:  Any fees related to declined or dishonoured transactions are not waived.  Pinnacle Package does not apply to Business Accounts / Business Memberships.  All community accounts are fee free.  Transaction fees will apply to all other accounts.

Additional Benefits • For borrowers – interest rates will be reduced by up to 0.2% on standard variable rate loan products for the term of the loan, excluding market leading special interest rate products. • For Term Deposit Investors – those MYCU members who qualify for Beyond Bank’s Life Membership package (ie 20 year continuous membership with MYCU and forerunner organisation/s) would be entitled to the term deposit interest rate benefits under that package (currently, an increase of 0.2% for standard term deposits and 0.1% for special rate term deposits). • All members who meet the standard qualifying criteria will have access to Beyond Bank’s Life Membership, Youth, Business and/or Community packages. • All members will have a degree of choice and flexibility in how they bank. • All members will be recognised for their length of time as a member and for the business they conduct with the Merged Entity.

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A comparison of MYCU’s and Beyond Bank’s existing products, services and access methods is shown in Schedule 2.

A comparison of MYCU’s and Beyond Bank’s existing fees and charges is detailed in Schedule 3. MYCU personal members will receive the Pinnacle transactional fee free package at system conversion date and all other types of account fee structures are outlined in Schedule 3 incorporating any further fee concessions and benefits.

Members are encouraged to review this information carefully in light of their individual circumstances.

9.7 Current Interest Rates Interest rates on loans, investments and savings accounts will remain competitive within the financial services market and aligned to the overall framework of mutual member benefits and sustainable growth. Subject to contractual obligations, Beyond Bank’s interest rates will be applied to those products that can be aligned following system conversion with additional benefits (refer 9.6). Interest rates for deposit and lending products will generally provide a better value proposition for members under the Merged Entity.

All fixed loan contracts in place at the transfer date will continue at their existing interest rate and under their existing contracted terms and conditions. Interest rates for existing variable loan contracts are subject to market forces, and the terms and conditions permit interest rates to be changed, provided affected members receive notice in accordance with their contracts under the National Credit Code and the Customer Owned Banking Code of Practice.

All existing term deposits will continue under their current interest rate for the remainder of their contracted terms. New and maturing deposits will be offered interest rates based upon prevailing market conditions and the financing requirements of the Merged Entity at that time.

All existing transaction, savings and investment accounts will continue with their current interest rates until system conversion. As at the comparison date, savings interest rates are broadly comparable with similar products, however Beyond Bank offers a broader range of savings accounts that provide different interest rates to meet the savings needs of various member segments.

It is intended that as part of the systems integration, the Merged Entity will then implement a common approach to setting interest rates aligned to provide a fair and common interest rate benefit to all members. Any changes to interest rates will be communicated to members in accordance with contractual and statutory obligations.

A comparison of MYCU’s and Beyond Bank’s existing loan, savings and term deposit interest rates is provided in Schedule 4.

Members are encouraged to review this information carefully in light of their individual circumstances.

9.8 Membership and Shares If the transfer is approved by the members of MYCU, then the following will take effect: • All members of MYCU, except its Directors, will cease to be members of MYCU and all of their shares in MYCU will be cancelled. The Directors of MYCU will remain members of MYCU until MYCU is deregistered as a company; • All members of MYCU, including its Directors, will become members of the Merged Entity and be issued with a Member Share in Beyond Bank. They will be deemed to have become members of the Merged Entity on the earliest date when they became members of MYCU (being a membership held continuously up to the time of the transfer); • If a member of MYCU already holds a member share in Beyond Bank (i.e. is a member of both organisations), that member will simply continue to be a member of Beyond Bank and will not be issued an additional member share in Beyond Bank. In respect of that member’s MYCU member share, the member will receive a refund of the amount subscribed (if any) and the Merged Entity will recognise the length of membership from either MYCU or BBA whichever the longest;

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• If a member of MYCU has more than one member share in MYCU, and the shares are held in the same capacity, that member will receive only one member share in Beyond Bank (corresponding to their member share in MYCU that was issued earliest in time). In respect of the member’s other MYCU member shares, the member will receive a refund of the amount subscribed (if any); • Subject to the following paragraphs, the member shares in the Merged Entity held by former MYCU members will be deemed to have been issued on the same terms, and to have the same rights and restrictions attaching to them, as other Beyond Bank member shares; • As a result of previous transfers existing Beyond Bank members hold member shares of either $2 or $10 (fully paid). The current subscription price for a Beyond Bank member share is $nil; • To ensure consistency with Beyond Bank’s’ existing share structure:  a member of MYCU who is a minor and holds a member share which was issued for $10 but has been partially paid to $2 will be deemed on the transfer date to have been issued a member share in Beyond Bank issued at $2 (fully paid); and will no longer be required to pay $8 on turning 18 years of age; and  a member of MYCU who holds a share which was issued for $10 (fully paid) will be deemed on the transfer date to have been issued a member share in Beyond Bank issued at $10 (fully paid). 10. Board of Directors 10.1 Current Boards The current Board of each entity is detailed below:

MYCU Beyond Bank Rebecca Richardson (Chair) Anne O’Donnell (Chair) Keith Fleming Sandra Andersen Marielle Latour Trent Bartlett Michael Lifson Geoffrey Knuckey Colin Packham Jodie Leonard Maurice Peat David Nichol Sharon Waterhouse Steven Nolis

10.2 Proposed Board The Board of the Merged Entity will be comprised of seven directors from the Beyond Bank Board and one director from the MYCU Board (it is proposed to be Rebecca Richardson) at the time of the transfer. Jodie Leonard’s term as a Beyond Bank Board Member ceases at the end of the 2017 Beyond Bank AGM, and she will not be standing for re-election. It is expected that a new (replacement) director will be appointed in November 2017 with their term to commence at the end of the 2017 Beyond Bank AGM. A summary of the proposed Board’s qualifications and experience is contained in Schedule 5.

10.3 Director Remuneration Members of Beyond Bank at Beyond Bank’s 2014 AGM approved an aggregate remuneration for directors of $792,439 for a financial year. The Beyond Bank Constitution provides that in any financial year for the Bank, the remuneration of directors (other than an employee director) may not exceed the aggregate amount last fixed by ordinary resolution at a general meeting of members.

Members of MYCU approved via resolution at the 2016 AGM an aggregate remuneration for directors of $215,000 for the 2016/2017 financial year. The level of remuneration paid to directors of Beyond Bank recognises the fact that Beyond Bank is a significantly larger organisation than MYCU. 11. Governance Structure The proposed governance and management structure for the Merged Entity includes three (3) Board Committees. These will be Audit; Governance and Remuneration; and Risk.

The organisation structure will function under the following areas: • Operational Excellence & Business Integration; • Brand & Marketing;

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• Customer Experience; and • Risk and Compliance.

Within this structure there are a number of Management Committees namely, Executive; Strategy; Credit Risk; Operational Risk; Asset and Liability; and Pricing.

11.1 Management and Staff The Merged Entity will offer all permanent staff of MYCU employment with the Merged Entity on terms and conditions at least as favourable as their current terms and conditions (subject to any reasonable changes in the position description, duties and/or work location arising from the transfer). The accrued leave entitlements of these staff will be carried forward to the Merged Entity and they will be treated as having been employed by the Merged Entity from the date of their commencement of employment with MYCU.

The Chief Executive Officer of Beyond Bank at the date of the transfer, Robert Keogh, will be the Chief Executive Officer of the Merged Entity.

11.2 The Constitution The Beyond Bank Constitution will become the Constitution of the Merged Entity. A comparison of MYCU’s and Beyond Bank’s existing constitutions summarising material differences is provided in Schedule 6. It should be noted that the rights and liabilities attaching to member shares under the Beyond Bank Constitution are substantially the same as the rights and liabilities attached to current member shares in MYCU.

A copy of the Beyond Bank Constitution can be obtained from the bank’s website at www.beyondbank.com.au

A copy of the MYCU Constitution can be obtained from the Credit Union via [email protected]

11.3 Interest of Officers in the Transfer Other than as already disclosed in this document, there is no interest (financial or otherwise) that any officer of either body has in the proposed transfer of business.

11.4 Incentive Payments to Officers, Members, Depositors, Policy Holders or Investors The CEO of MYCU may be eligible for a potential bonus payment under the employment contract in the event of a merger, conditional upon meeting KPI requirements.

Other than as disclosed above or elsewhere in this document, no officer, member, depositor, policy holder or investor of either entity will be paid any incentives, or has entered into any agreement that is conditional upon the transfer, in relation to the proposed transfer.

11.5 Interest and Compensation Payments Some officers may hold a share in the other entity, one of which will be redeemed upon transfer such that only one share in the Merged Entity will be held post-transfer. Other than as already disclosed in this document, there will be no other compensation payments or other consideration payments proposed to be paid. 12. Financial Position The following tables show both MYCU’s and Beyond Bank’s financial information as at 30 June 2017 and 30 June 2016. Neither MYCU nor Beyond Bank has obtained any independent advice relating to its 30 June 2017 financial position apart from seeking External Audit sign-off.

At the time of printing, there have been no material changes to either party’s financial positions since 30 June 2017. Should any material changes occur between the date of printing and of the members’ resolutions at the AGM, members will be advised of these changes.

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Financial Information: 30 June 2017 (Audited) 30 June 2016 (Audited) Beyond Bank Beyond Bank Type MYCU ($'000) MYCU ($'000) ($'000) ($'000) Assets Cash and Liquid Assets 7,715 66,015 8,765 46,177 Receivables due from Other Financial 42,407 570,433 53,718 525,222 Institutions Accrued Receivables 848 7,736 1,275 10,250 Investment Securities - 15,222 - 13,722 Loans and Advances 161,259 4,717,770 141,320 4,128,943 Other Investments 665 5,661 666 5,065 Property, Plant and Equipment 1,868 18,688 1,795 16,001 Intangible Assets 125 5,971 99 6,136 Other Assets - 3,653 - 4,555 Deferred Tax Assets 382 3,992 412 4,592 Total Assets 215,269 5,415,141 208,050 4,760,663 Liabilities Other Financial Liabilities - 3,355 - 7,081 Deposits 181,714 4,268,837 174,625 3,778,382 Other Payables 1,336 15,835 1,266 18,345 Borrowings - 687,501 - 540,984 Provisions 392 16 513 16 Current Tax Liabilities 66 - 144 1,351 Employee Benefits 404 8,413 413 8,015 Total Liabilities 183,912 4,983,957 176,961 4,354,174 Net Assets 31,357 431,184 31,089 406,489 Member Funds Capital 292 681 282 689 Reserves 485 144,745 469 139,369 Retained Profits 30,580 285,758 30,338 266,431 Total Member Funds 31,357 431,184 31,089 406,489

Financial Information: 30 June 2017 (Audited) 30 June 2016 (Audited) Type MYCU ($'000) Beyond Bank ($'000) MYCU ($'000) Beyond Bank ($'000) Financial Performance Interest Revenue 8,472 213,379 8,769 205,817 Interest Expense 2,612 99,777 2,995 98,884 Net Interest Income 5,860 113,602 5,774 106,933 Non-Interest Revenue 967 24,517 1,358 23,754 Total Operating Income 6,827 138,119 7,132 130,687 Bad and Impaired Loan Expenses 94 2,148 697 2,526 Other Operating Expenses 6,329 102,590 5,624 95,417 Total Expenses 6,423 104,738 6,321 97,943 Share of Net Profit of Associates - 596 - 296 Profit and Loss before Income Tax 404 33,977 811 33,040 Taxation 136 9,252 183 8,449 Net Profit after Income Tax 268 24,725 628 24,591

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13. Potential Issues Arising From the Transfer Potential Issues Responses

MYCU may have only limited Directors of the Merged Entity will have a responsibility to act in the interests influence in the larger organisation of all members regardless of their geographic location or mutual entity of origin.

Individual member status may be MYCU members will become members of Beyond Bank and thus their lost in a larger organisation relationship with their financial institution will be retained.

Services and jobs may be lost to It is intended to continue to have local operations in the areas in which we another state operate. The Merged Entity will employ all existing MYCU staff from the date of transfer, with all permanent staff offered roles with the Merged Entity.

Benefits outlined may not be met The Boards and management are committed to the success of the transfer and both organisations are driven to ensuring its success.

Differences in the Constitutions The Beyond Bank Constitution will become the Constitution of the Merged Entity. Although the existing Constitutions of Beyond Bank and MYCU are very similar, there are some differences between them (see section 11.2 of this document for further information, and Schedule 6 of this document for a summary of the material differences).

In particular, the Beyond Bank Constitution prescribes that to be eligible to be a Director, a candidate must have been a member for 3 years immediately prior to nomination, unless approved by the Board. The MYCU Constitution does not prescribe a qualification period. Hence, the imposition of a 3 year qualification period for members to be eligible to be elected as a Director under the Beyond Bank Constitution will be a reduction of existing rights for members of MYCU who have not been members for 3 years at the time of the next election.

For the purpose of becoming eligible to stand for election as a Director of the Merged Entity, the period of membership will be calculated based on the original membership opening date with MYCU, and not the date of the transfer.

14. What If the Transfer Does Not Proceed In arriving at the decision to recommend this transfer to members, the Board of Directors of MYCU reviewed the possibility of merging with a number of other mutual financial institutions, and concluded Beyond Bank to be the best strategic fit for the reasons outlined in this document. If the transfer does not take place the two organisations will each continue to operate as they have in the past.

The Boards of both organisations believe that consolidation within the financial services industry and the high level of competition will continue. To compete in the longer term, MYCU will have to achieve economies of scale to enable it to continue to deliver the products and services members have come to expect from their mutual financial institution. Further such products and services will need to be provided at a competitive price. There is also an expectation that MYCU will continue to make a meaningful contribution to support the local community.

It is considered that in such a competitive environment, achievement of efficiencies necessary to effectively meet members’ needs and expectations will be difficult. In addition, the pressures of compliance resulting

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from the increasing burden of regulation will require MYCU to re-focus its attention on modifying its business model to enable it to deliver relevant outcomes for members.

Ultimately, if the transfer does not proceed, it is likely that key strategic objectives, such as member access expansion plans (including branch sites, technology innovation and new products and services) and the desire to improve the contributions made to local communities, would be difficult to achieve over the longer term if MYCU remains a stand-alone entity.

The Board of MYCU acknowledges the requirement for greater scale will remain, yet organic growth alone will be insufficient to achieve the necessary size to compete effectively over the long term. The Board, therefore, will continue its current strategy to look for an alternative merger partner. 15. How Do Members Vote On the Transfer Proposal The transfer proposal will only be approved if members of MYCU vote in favour of the transfer resolution to be put to them at the AGM of MYCU to be held on November 30 2017. To approve the transfer proposal a special resolution must be passed which means that at least 75% of the votes cast by MYCU’s members, who are eligible to vote and who are present at the meeting, either in person or by proxy, must be in favour of the special resolution. 16. Member Questions Concerning the Proposal The MYCU Board unanimously supports the proposal. If you have any questions in regard to the proposed transfer, please contact us using the details below.

Phone us 1300 655 116 +61 2 9965 1200 for Overseas Email us [email protected] Write to us Locked Bag 7003 Concord West NSW 2138 17. Statement by Boards of Directors The Boards of both MYCU and Beyond Bank believe that the Merged Entity will deliver the following opportunities for MYCU members. These include: • improved levels of access and a wider branch network across NSW, ACT, SA and WA; • a commitment to continue to return value to members through a more extensive range of competitive products and services including enhanced digital banking and Customer Relationship Centre hours; • relationship programs which support length of membership and product patronage; • financial advisory services through Beyond Bank’s wholly owned subsidiary; • ongoing commitment to supporting and strengthening local communities with the establishment of a $3 million MYCU Member Community Support Fund and a Sydney Region Community Support Fund with an initial contribution of $200,000. MYCU member communities in the Griffith and Newcastle regions will also be supported through Community Support Funds already established.

Both organisations have a common heritage and a long history of member service. The strategies being pursued by both organisations are complementary and aim to deliver total financial solutions designed to satisfy member needs. The future management and impact on staff as a result of the merged entity is described in section 11. In regards to current products, services and access this are covered in section 9 of this Member Information Document.

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Schedule 1

Driving Forces in the Financial Services Industry

The financial services industry has witnessed significant change over recent years.

The major driving forces include:  new technology with an increasing emphasis on mobile and more immediate access to products and self-service, including 24 hour access;  changing consumer needs, with an increasing desire to obtain greater value;  increased competition from traditional and new non-regulated institutions; and  increased demands and controls on approved deposit-taking institutions from regulators.

The respective Boards consider that the pace of change will continue, leading to:  further consolidation and rationalisation of the financial services sector;  a blurring of what financial institutions offer to consumers and their points of difference; and  continued cost and pricing pressure on existing market participants.

In looking to the future, mutual organisations will face many challenges and opportunities. To be prepared for these, the respective Boards believe that they will need to:  build upon the relationships that exist between their members and the communities in which they live;  clearly differentiate their product offering, by delivering service and value to those in the community who seek a financial services provider with its primary focus on the interests of its members and their communities;  meet the product and service demands of members in an ever-changing environment;  remain focussed on their traditional values of mutuality;  continue to respond to commercial and regulatory issues, including falling interest margins, increased cost of regulatory compliance, and the need to maintain sound capital reserves and operational efficiency; and  compete efficiently and effectively in a market place where there is an increasing number of service providers, including some non-regulated competitors.

Consumers will continue to demand more value from their financial institutions. To meet the needs of members, mutual organisations must continue to grow and enhance their overall competitive positioning.

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Schedule 2

Comparison of Existing Products, Services and Access Options (as at 4 August 2017)

MYCU Beyond Bank

Member Shares  

Savings and Term Deposits Yes – refer to Schedule 4 Yes – refer to Schedule 4

Loan Accounts Yes – refer to Schedule 4 Yes – refer to Schedule 4

Monthly, quarterly and six Statement Cycles Monthly and quarterly monthly

Online Statements  

Account Access and Transaction Types

Branch Network  

Internet and Telephone Banking  

Mobile Banking App  

Cheque Books  

Visa Debit Card with payWave and rediCARD  

Credit Card  

Bank@Post  

BPAY  

ATM / EFTPOS  

Periodic Payments  

Direct Debits and Credits  

Corporate Cheques  

Travellers Cheques x 

Bank Drafts  

Telegraphic Transfers  

Insurance Services

General Insurance  

Consumer Credit Insurance  

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MYCU Beyond Bank

Mortgage Loan Protection Insurance  

Term Life Insurance  

Financial Planning Service Referral only 

Membership Packages  

Property Settlement Services x 

Community Foundation x 

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Schedule 3

Comparison of Fees and Charges (as at 4 August 2017)

This schedule is intended to provide a reasonable comparison of the fee structures of each organisation. Not all fees are included; detailed listings of all fees are available on each organisation’s web site or by requesting a copy by phone (contact details are provided in section 16 of this document).

FEES AND CHARGES

MYCU Beyond Bank

ACCOUNT KEEPING A monthly membership fee of $5.00 per month No Account Keeping fees on all accounts except FEES is levied on members that do not meet the the Everyday Account ($6.50pm/waived if supporting member criteria. $2,500 or more credited to the account during A supporting member is a member that holds the month) either a loan account, a credit card, a term deposit, or a savings balance over $1,000 (based on the combined minimum monthly balance of each savings account held in a member’s name (joint accounts included)).

Fee Free Transaction Options: Excess Transaction Fee Allowances – per month TRANSACTION FEE  ATM withdrawal at rediATMS for the following transaction accounts: ALLOWANCES  Bank@Post transaction Access Savings Account, All-in-One Account,  BPAY transaction that is not staff Mortgage Offset Account, Retirement Account, assisted Wealth Accumulation Account.  Cash deposit  Cash withdrawal Fee allowance is based on Relationship Portfolio  Cheque deposit Value and length of membership, as shown in  Cheque withdrawal table below:  Direct credit Mbr up Mbr Mbr 20  Direct debit to 10 10 – yrs or  EFTPOS transaction Yrs 19 yrs more  External funds transfer (in Australia Package Unlimited Fee Allowance only) and that is not staff assisted Mbrs  Internet Banking $100,000 + $40 $45 $45  Periodic Payment $50,000 -  Phone Banking $20 $25 $25 ortfolio Value $99,999.99  Quickdebit (inward EFT transfer) $10,000 -  Transfers between accounts that is not $15 $20 $25 $49,999.99 staff assisted

RelationshipP $0 -  Visa Debit purchase. $5 $10 $25 $9,999.99 Fee Free Transaction Options:  Visa Debit purchases  BPAY payments using Internet or Mobile Banking or the Account Information Line  Transfers between accounts with us using Internet or Mobile Banking  Transfers between accounts with us using the Account Information Line  Direct Credits

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 Periodic payment between accounts with BBA  Over the counter cash and or cheque deposits.

PERSONAL Transaction Fee Transaction Fee TRANSACTION FEES

Branch cash deposits Free Branch cash deposits Free

Branch cheque deposits (per Free Branch cheque deposits (per Free cheque) cheque)

Over the counter branch Free (large cash Over the counter branch $2.50* withdrawal withdrawal fee withdrawal applies for amounts exceeding the daily limit) rediATM withdrawal Free rediATM withdrawal $2.00*

rediATM transfer N/A rediATM transfer $2.00*

Non-rediATM withdrawal / Charge amount Non-rediATM withdrawal / Charge amount disclosed on the disclosed on the transfer / enquiry / declined ATM at the time transfer / enquiry / declined ATM at the time of transaction of transaction transaction transaction

BPAY payments using Internet or Free^ BPAY payments using Internet or Free Mobile Banking, Phone Banking, Mobile Banking and the Account and over the counter in Branch Information Line

Staff assisted transfers $5.00 Staff assisted one off external $2.50* transfer

Electronic funds transfer using Free^ Electronic funds transfer using $1.00* Internet or Mobile Banking and Internet Banking over the counter in Branch

Priority electronic funds transfer $15.00 Priority electronic funds transfer $22.50 (same day) (same day) SWIFT

SWIFT deposit inbound $10.00 SWIFT deposit inbound $8.00

Visa Debit (purchases, including Free Visa Debit (purchases, including Free Visa payWave transactions) Visa payWave transactions)

rediATM balance enquiry $1.00 rediATM balance enquiry $1.00*

Direct Debit Free Direct Debit $0.50*

Declined rediATM or EFTPOS $1.00 Declined rediATM or EFTPOS / $1.25 transaction due to insufficient Visa Debit transactions – one funds free per relationship per month then – (members 70 years of age or older are exempt)

EFTPOS purchase / withdrawal Free EFTPOS purchase $0.90*

Member Cheque withdrawal Free Member Cheque withdrawal $1.00*

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Bank@Post cash withdrawal and Free Bank@Post cash withdrawal and $3.00* deposits deposits

Corporate cheque over the Free Corporate cheque over the $7.00 counter counter

Visa Debit card fee Free Visa Debit card fee Free

Visa Debit card cash advance $4.00 Visa Debit card cash advance or $4.50 rediCARD cash advance overseas

External Periodic Payment - Free External Periodic Payment - $1.50* electronic electronic

Agency withdrawal $15.00 Agency withdrawal N/A

Telephone transfers Free^ Telephone transfers – staff $2.50* assisted

^staff assisted fee applies when the member is *transaction types are included within the fee registered for Internet or Phone banking and the allowance transaction amount is within daily limits

MEMBER CHEQUE Issue of Cheque Book: Issue of Cheque Book: FACILITY FEES Book of 25 cheques - $10.00 Book of 30 cheques - $4.50 Book of 50 cheques - $20.00 Book of 100 cheques - $10.00 Book of 100 cheques -$50.00

Stop Payment Stop Payment To place a stop payment on a cheque or series of To place a stop payment on a cheque or series cheques not yet presented - Free of cheques not yet presented - $10.00 If cheque is presented - $15.00

Member Cheque Dishonour Member Cheque Dishonour $15.00 $11.00 Transfer funds to honour Member Cheque Transfer funds to honour Member Cheque $10.00 $2.00

Overdrawn Account fee Overdrawn or Overlimit Honour fee $15.00 $11.00 Overlimit fee $10.00

Dishonoured Cheque Deposit Dishonoured Cheque Deposit Branch or NAB - $10.00 $3.75 Bank@Post - $25.00

Special Clearance Special Clearance $N/A $20.00

STATEMENT FEES Paper Statement For each paper statement received outside the Free normal statement cycle $2.00 Paper statements are provided on a 6 monthly cycle at no cost. The fee is charged for each paper statement issued outside the normal 6- monthly cycle. Customers with a Credit Card or

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Line of Credit facility receive a monthly statement and are exempt from this fee.

e-statement e-statement Free Free

Paper Statement Copy fee Paper Statement Copy fee $5.00 (per statement) - Per statement copy requested within 12 months of the date of issue: $5.00 - Per statement copy requested 12 months or more after the issue date: $7.50

CARD FEES Visa Debit Card Service fee Visa Debit Card Service fee Free Free

rediCARD Service fee rediCARD Service fee Free $5.00 (charged on each active rediCARD that is attached to an account. Charged quarterly on the following dates: 31st March 30th June 30th September st 31 December

rediCARD / Visa Debit / Credit Card Renewal fee rediCARD / Visa Debit Renewal fee Free Free

Replacement rediCARD and Visa Debit card (for Replacement rediCARD and Visa Debit card (for lost, stolen, captured or damaged card) lost, stolen, captured or damaged card) $10.00 $10.00

Emergency Cash or Replacement Visa card Emergency Cash or Replacement Visa Debit card (overseas) (overseas) Card replacement (no ATM access) - US$200.00 Cash or Card only - $350.00 Emergency cash - US$200.00 Cash and Card - $650.00 Declined request for either - $70

PIN Change PIN Change Free Free

OTHER FEES AND Coin Deposit / Coin Handling Coin Handling CHARGES Under $100.00 - Free Un-bagged coin deposit - $3.00 Over $100.00 - 5% of coin value (Junior Savers exempt) Bagged coin deposit - Free

Alterations to Periodical Payments - staff assisted Alterations to Periodical Payments - staff Free assisted Free

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BPAY Recall / Correction BPAY Correction $25.00 $25.00

Transaction Query or Trace Transaction Query or Trace Voucher or document - $10.00 $25.00 Visa voucher or cheque - $25.00

Stop Payment of a Corporate Cheque Stop Payment of a Corporate Cheque Free $10.00

Overdrawn Account fee Overdrawn or Overlimit fee $15.00 $11.00 Overlimit fee $10.00

Direct Entry Dishonour fee Direct Entry Dishonour fee Free $6.00

Direct Debit Dishonour fee Direct Debit Dishonour fee $15.00 $6.00

SPECIAL SAVINGS Not Available Cash Management Account ACCOUNT FEES $9.00 Cash Management fee allowance per month if relationship portfolio value at the end of the previous month was $10,000 or more.

My Maxi-Savings Bonus Saver Account Fees and charges as per the standard Fees and Two free withdrawals per month then: $3.00 Charges above

My Christmas Club Christmas Club Account $10.00 fee per withdrawal outside of free period $4.00 fee per withdrawal outside of free period (1 November to 31 January) (1 November to 31 January)

My E-Saver and My Net Reward Saver monEsaver Internet Savings Account My E-Saver - Minimum of $1,000 deposited per Unlimited and free transactions via Internet and month and a maximum of $500 is withdrawn. Mobile Banking or the Account Information Line Fees and charges as per the standard Fees and including BPAY payments, Direct credits and Charges above over the counter cash and/or cheque deposits

All other withdrawals or transfer from the account (excluding non-rediATM, overseas ATM and declined withdrawals) are $4.00

My Kidz Junior Saver/BU Savings Account Debit Card only ( Kids 12 and over ) All deposits, withdrawals and transfers fee free (excluding non-rediATM, overseas ATM, cash Fees and charges as per the standard Fees and advance and declined withdrawals) Charges above

My Special Savings Account Everyday Account No ATM or Eftpos access Monthly Service Fee - $6.50 (waived if $2,500 or more credited to the account in one month) Fees and charges as per the standard Fees and Charges above All deposits, withdrawals and transfers are unlimited and free (excluding Bank@Post

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My Access Account withdrawals or transfers and Bank@Post deposits – four free per month then $3.00) Fees and charges as per the standard Fees and Charges above

Not Available Community Reward Account Unlimited and free transactions via Internet and Mobile Banking and the Account Information Line. (Four free over the counter branch withdrawals per month then: $4.00 and any other withdrawal or transfer from the account excluding non-rediATM, overseas ATM and declined withdrawals is $4.00)

Not Available Community Account All deposits, withdrawals and transfers are free (excluding non-rediATM)

No Available Car Budget Account Unlimited free transactions using direct credit, over the counter cash and/or cheque deposits, periodic payments between accounts with BBA, Bpay via Internet Banking, Visa Debit Purchases and Direct Debits.

Fees apply on other transaction methods

BUSINESS ACCOUNT Not Available Business Banking Account FEES Each Business membership is allocated a monthly Business Fee Allowance for most transaction types. The amount of your monthly Business Banking Fee Allowance depends on your Business Portfolio at the end of the last day of the previous month as follows:

Business Banking Portfolio Business Banking Fee Value Allowance

$100,000 or more $40

$40,000 - $99,999.99 $35

$0 to $39,999.99 $20

The following transactions are not included in the Business Banking Fee Allowance:

Transaction Fee each

Internet Banking external batch payment $0.20 per transaction in the batch

Direct Debits $0.50

Transfers to accounts at another financial institution using Internet or Mobile $1.00 Banking

Electronic external periodic payments $1.50

Bank@Post deposits, withdrawals or $3.00 transfers

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Business GST Payment Account All Direct Credit and Over the Counter cash deposits are fee free. One free withdrawal or transfer per month then: $3.00 each ( excluding non-rediATM, overseas ATM and declined withdrawals)

GOVERNMENT All amounts recovered are at cost CHARGES

TERM DEPOSITS Early Redemption Policy Early Redemption Policy In special circumstances, MYCU may permit the If a term deposit is redeemed prior to maturity member to withdraw all or part of the funds (in whole or in part) the interest payable to the lodged prior to the maturity date, however member on the amount withdrawn will be MYCU may impose an interest penalty and/or reduced by a sum equal to the greater of: fee for early withdrawal. a) 50% of the interest that would otherwise In the case of partial redemptions, the amount have been paid on the sum withdrawn over remaining will continue to earn the interest rate the period the sum has been invested if originally agreed until the date of maturity. If the that period is less than 75% of the original amount remaining is less than the minimum contracted term, or 25% of the interest that allowed for that type of term deposit, the whole would otherwise have been paid on the balance must be redeemed and penalty interest sum withdrawn over the period the sum will apply. No interest penalty shall apply where has been invested if that period is 75% or the term deposit is released early due to the more of the original contracted term, or death of a depositor. b) $50.00, or the amount of interest that would otherwise have been paid on that sum over that period had it not been withdrawn, whichever is the lesser. If the interest already paid exceeds the interest payable after the reduction has been applied, the difference is repayable by the member and BBA may deduct the difference from the principal of the term deposit.

LOAN FEES AND Mortgage Loan Fees Mortgage Loan Fees CHARGES Establishment fee $200.00 Establishment fee $445.00 Top up fee $100.00 Loan Variation fee $345.00

Mortgage Loan Settlement Fees Mortgage Loan Settlement Fees Settlement and lodgement: For a new loan settled $150.00 NSW $335.00 For each loan variation settled $50.00 Interstate $426.00 Additional Security Fee $150.00 Monthly fees Switching Fee $150.00 Basic Variable Home Loan only monthly fee Valuation Fee Varies on $11.00 location Annual fees Total Home Loan Package Fee $395.00 Land and Property At cost Information Document Mortgage Discharge fee $295.00

Rate Variation fee $300.00 Discharge of Mortgage Up to $260.00 Package Conversion fee $395.00

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Security Handling Fee $150.00 Search Fee $35.00 Check Search Fee $15.00 Additional Security Fee $150.00 Lender Mortgage Insurance At cost Property Valuation Fee At cost Progress Inspection Fee At cost Progress Payment Fee $20.00

Hold Fixed Interest Rate 0.15% of loan amount

Personal Loan Fees Personal Loan Fees Car Loan Establishment fee $195.00 Car and Personal Loan Establishment fee Personal Loan Establishment fee $150.00 $175.00 Loan Variation fee $175.00 Credit Card Fees Credit card annual fee $59.00 Low Rate Car and Personal $5.00 (waived the first year) Loan Monthly Administration Fee Nil Credit card cash advance fee $4.00 Additional Security fee $150.00 Late payment fee $20.00 Security Documentation fee $25.00 Overlimit fee $10.00 PPSR Search fee $17.50 PPSR Registration fee $17.50

Low Rate Credit Account Fees Low rate credit card annual fee $49.00 Low rate credit card cash $4.00 Advance fee Low rate credit card declined $1.25 Transaction fee Bank@post deposit & withdrawals $3.00 Default fee $25.00 Default fee notice $20.00

Redraw Fees Redraw Fees Staff assisted $5.00* Staff assisted $35.00 (*when the member is registered for Internet or Via Internet Banking Free Phone Banking and the transaction amount is within daily limits) Via Internet or Mobile Banking Free

Default Fees Default Fees All Loans and Overdrafts Loans Payable 8th day $20.00 Arrears letter $20.00 Payable every 14th day $25.00 Default Notice $50.00 Default Notice $20.00

Line of Credit Overdrawn Account fee $15.00 Payable on the 15th day of every month while in

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Overlimit fee $10.00 default $25.00 Default Notice $20.00 Dishonoured Payment fee Up to $25.00

Overdrawn account fees Per transaction when an account is overdrawn by $50 or more $11.00

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Schedule 4

Comparison of existing Loans, Savings and Term Deposit Interest Rates (as at 4 August 2017)

INTEREST RATES (Per Annum)

Transaction and Savings MYCU Beyond Bank Accounts

MAIN TRANSACTION MY ACCESS ACCOUNT & MY SPECIAL ACCESS SAVINGS ACCOUNT / WEALTH ACCOUNTS SAVINGS ACCOUNT ACCUMULATION ACCOUNT

TIERS RATES TIERS RATES

$1 and over 0.01% All Balances 0.01% pa

EVERYDAY SAVINGS ACCOUNT

TIERS RATES TIERS RATES

N/A All Balances 0.00% pa

RETIREMENT / MY SERIOUS ACCOUNT RETIREMENT ACCOUNT PENSIONER ACCOUNT

TIERS RATES TIERS RATES

$1 and over 1.00% pa $0 - $4,999.99 0.25% pa $5,000 - $48,599 1.40% pa $48,600 - $199,999.99 2.60% pa $200,000 plus 2.10% pa

‘SPECIAL’ SAVINGS ACCOUNT MY MAXI SAVINGS ACCOUNT BONUS SAVER ACCOUNT / YOUTH BONUS SAVER

TIERS RATES TIERS RATES (With Bonus #)

$1 - $4,999 0.00% pa $0 - $4,999 0.01% pa 1.00% pa # $5,000 - $9,999 0.25% pa $5,000 - $19,999 0.01% pa 1.80% pa # $10,000 - $49,999 0.75% pa $20,000 + 0.01% pa *Bonus Rate paid subject to 2.00% pa # Terms and Conditions $50,000 + 1.00% pa

COMMUNITY REWARD COMMUNTY REWARD ACCOUNT / YOUTH ACCOUNT COMMUNITY REWARD ACCOUNT

TIERS RATES TIERS RATES

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$0 - $4,999 1.00% pa $5,000 - $199,999 1.30% pa $200,000 + 1.40% pa

CASH MANAGEMENT STYLE CASH MANAGEMENT ACCOUNT ACCOUNTS TIERS RATES TIERS RATES

$0 - $4,999 0.01% pa $5,000 - $19,999 0.25% pa $20,000 - $49,999 0.70% pa $50,000 - $99,999 1.00% pa $100,000 - $199,999 1.20% pa $200,000 + 1.40% pa

INTERNET SAVINGS MY NET REWARD SAVER ACCOUNT monEsaver INTERNET SAVINGS ACCOUNT ACCOUNTS TIERS RATES TIERS RATES

$1 - $1,999 0.01% pa $0 - $4,999 0.01% pa $2,000 + 1.25% pa $5,000 - $199,999 1.90% pa $200,000 + 2.10% pa

MY E-SAVER ACCOUNT

TIERS RATES

$1 and over 1.50% pa $1 and over 0.50% pa* *Rate applicable if conditions are not met

CHRISTMAS CLUB ACCOUNT MY CHRISTMAS CLUB ACCOUNT CHRISTMAS CLUB ACCOUNT

TIERS RATES TIERS RATES

$1 and over 1.00% pa All Balances 0.75% pa

MORTGAGE OFFSET ACCOUNT HOME LOAN OFFSET ACCOUNT MORTGAGE OFFSET ACCOUNT

TIERS RATES TIERS RATES

$1 and over 100% of Minimum balance of $500 100% of the linked the daily required for off-set to loan account balance apply interest rate offset against the linked mortgage account

YOUTH ACCOUNT MY KIDZ ACCOUNT JUNIOR SAVER ACCOUNT (Junior <13 yrs)

TIERS RATES TIERS RATES

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$1 - $9,999 1.50% pa All Balances 1.80% pa $10,000 + 0.00% pa

YOUTH ACCOUNT MY KIDZ ACCOUNT BU ACCOUNT (Teenager 13yrs to <18yrs) TIERS RATES TIERS RATES $1 - $9,999 1.50% pa All Balances 1.80% pa $10,000 + 0.00% pa

ALL-IN-ONE N/A ALL-IN-ONE ACCOUNT MORTGAGE ACCOUNT (Credit balances only) TIERS RATES TIERS RATES N/A All Credit Balances 0.01% pa

BUSINESS ACCOUNT N/A BUSINESS TRANSACTION/BUSINESS GST ACCOUNTS TIERS RATES TIERS RATES N/A $0 - $19,999 0.01% pa $20,000 - $49,999 0.10% pa $50,000 - $99,999 0.20% pa $100,000 - $249,999 0.40% pa $250,000 + 0.75% pa

Term Deposits MYCU Beyond Bank Term $2,000 $5,000 $10,000 $20,000 $100,000 Interest Term $500 $5,000 $20,000 $50,000 Interest in + + + + + Paid in to to to + Paid mths mths $4,999 $19,999 $49,999 3 1.25% 1.75% 2.10% 2.10% 2.15% Maturity 3 1.30% 2.25% 2.25% 2.25% Maturity 6 1.25% 1.75% 2.10% 2.10% 2.20% Maturity 6 1.30% 2.35% 2.35% 2.35% Maturity 9 1.25% 1.75% 2.10% 2.10% 2.20% Maturity 9 1.20% 2.35% 2.35% 2.35% Maturity 12 1.75% 2.35% 2.35% 2.35% 2.40% Maturity 12 1.80% 2.50% 2.50% 2.50% Maturity Special Offer 2.65% 2.65% 2.65% Annually 12 1.80% 2.40% 2.40% 2.40% Monthly 14 month Fixed Term and at Maturity 24 1.75% 2.35% 2.60% 2.60% 2.60% Monthly 24 1.80% 2.60% 2.60% 2.60% Annually or Annually n/a n/a n/a n/a n/a n/a n/a 24 1.80% 2.50% 2.50% 2.50% Monthly n/a n/a n/a n/a n/a n/a n/a 36 1.80% 2.90% 2.90% 2.90% Annually n/a n/a n/a n/a n/a n/a n/a 36 1.80% 2.80% 2.80% 2.80% Monthly n/a n/a n/a n/a n/a n/a n/a 48 1.80% 2.85% 2.85% 2.85% Annually n/a n/a n/a n/a n/a n/a n/a 60 1.80% 2.85% 2.85% 2.85% Annually

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Term in Months $5,000+ $10,000+ $20,000+ $100,000+ Interest Paid 12 2.40% pa 2.40% pa 2.40% pa 2.45% pa Annually / Maturity 24 2.40% pa 2.65% pa 2.65% pa 2.65% pa Annually / Maturity 12 2.15% pa 2.15% pa 2.15% pa 2.20% pa Fortnightly

24 2.15% pa 2.40% pa 2.40% pa 2.40% pa Fortnightly

Retail Loans MYCU Beyond Bank HOME and INVESTMENT Platinum Package - 3.89% pa Basic Variable (Fees Apply) - 4.50% pa LOANS – VARIABLE My Ideal Home Loan - 4.34% pa Standard Variable - 5.20% pa My Home Loan - 4.54% pa Pinn Plus - $200k - $299K - 4.90% pa My Advantage Home Loan (Offset) - 4.74% pa $300k+ - 4.70% pa Special Offer Home Loan - 3.39% pa Total Home Loan Package $50k - $599k – 4.70% pa $300k - $499K – 4.50% pa $500k – 4.40% pa Special Offers (Restrictions Apply) Owner-Occupied Special - 3.83% pa Owner-Occupied Special - 4.29% pa Total Home Loan Package - 4.09% pa

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HOME and INVESTMENT Special Offer 1 Year Fixed - 3.39% Standard PinnPlus H/L Package LOANS – FIXED 1 Year Fixed - 4.39% pa 1 Year Fixed 4.64% pa / 4.49% pa / 4.34% pa 2 Year Fixed - 4.44% pa 2 Year Fixed 4.64% pa / 4.49% pa / 4.34% pa 3 Year Fixed - 4.59% pa 3 Year Fixed 4.64% pa / 4.49% pa / 4.34% pa 4 Year Fixed 4.99% pa / 4.84% pa / 4.69% pa 5 Year Fixed 4.99% pa / 4.84% pa / 4.69% pa

LINE OF CREDIT - SECURED My Equity Home Loan - 5.34% pa 5.59% pa

CAR AND PERSONAL LOANS Secured by Car 3-5 Years Old - 11.85% pa New Car Low Rate Loan (Fixed) - 5.69% pa Unsecured Personal Loan - 12.85% pa Low Rate Loan (Fixed) - 7.99% pa Unsecured Personal Loan (special discount for No Fee Loan (Fixed) - 8.89% pa homeowners) - 10.85% pa Flexi Loan (Fixed) - 13.50% pa Flexi Loan (Variable) - 13.45% pa Special Offers (Restrictions Apply) Pinnacle + Plus Package Fixed Rate New Car Loan - 5.49% pa Low Rate Loan (Fixed) - 7.49% pa Personal Loan - 9.30% pa No Fee Loan (Fixed) - 8.39% pa Flexi Loan (Fixed) - 13.00% pa Environmental Rates Low Rate Loan (Fixed) - 7.74% pa No Fee Loan (Fixed) - 8.64% pa Flexi Loan (Fixed) - 13.25% pa

LINE OF CREDIT OR Overdraft - 14.45% pa Unsecured Line of Credit - 13.99% pa OVERDRAFT – UNSECURED My Visa Access - 14.00% pa Wealth Accumulation Account - 10.75% pa Visa Credit Card - 7.99% pa Low Rate Credit Card - 12.49% pa Arts Card - 12.49% pa

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INTEREST RATES (CONT.)

Business Loans MYCU Beyond Bank

MORTGAGE SECURED – N/A 5.59% pa VARIABLE

MORTGAGE SECURED – FIXED N/A 1 Year Fixed - 4.79% pa 2 Year Fixed - 4.79% pa 3 Year Fixed - 4.79% pa 4 Year Fixed - 5.14% pa 5 Year Fixed - 5.14% pa

UNSECURED – FIXED N/A 13.50% pa

VEHICLE SECURED – FIXED N/A 5.69% pa (new vehicles) 8.69% pa

LINE OF CREDIT – SECURED N/A 5.74% pa

LINE OF CREDIT – UNSECURED N/A 13.99% pa

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Schedule 5

Details of Qualifications and Experience of Directors of the proposed Merged Entity

Director Qualifications and Experience Sandra (Sam) was appointed to the Beyond Bank Australia Board in November 2013. She has more than 18 years’ experience in the finance sector and 10 years’ experience as an executive in the technology and health services industries.

She is an experienced executive and Non-Executive Director in the listed, unlisted and government sectors and is currently a Non-Executive Director of Australian Hearing Services, Chair of the Australian Packaging Covenant Board, Non-Executive Director of Chisholm Institute of TAFE, Non-Executive Director of Agriculture Victoria Services Pty Ltd, Chair of the Audit & Risk Management Committee of the Department of Premier & Cabinet Victoria and Sandra (Sam) Andersen a Trustee and Chair of the Finance and Audit Committee of the Melbourne Convention and Exhibition Trust. Sam is a former managing director of Eyecare Partners Limited and a former Chief Financial Officer of listed technology companies. Other past directorships include Anteo Diagnostics Limited, Rural Finance Corporation, Victorian Funds Management Corporation and Superpartners Pty Ltd.

Sam has a Bachelor of Laws and is a Certified Practicing Accountant. She is a fellow of the Financial Services Institute of Australia and the Australian Institute of Company Directors. Sam is a Director of Eastwoods Group Limited and Eastwoods Wealth Management Pty Ltd. She is the Chair of the Board Risk Committee and a member of the Board Audit Committee. Trent was appointed to the Beyond Bank Board in September 2016. He has over 15 years of extensive multi – industry Chair / Independent Director / Executive Director and CEO level leadership and experience in listed public companies, large private companies as well as NFP and “for benefit” focused enterprises operating with diverse business models and scale across many industry sectors.

With a speciality in member owned/member governed businesses – Trent is currently a Director, Chair of the Remuneration and Nomination Committee and Audit & Risk Committee Member of Co-operative Bulk Handling (CBH), Chair of Margaret River Busselton Trent Bartlett Tourism Association and Chair of Good Samaritan Industries. Trent also chairs a large peer advisory group of CEO’s along with other private clients and is a faculty member of the Australian Institute of Company Directors.`

Trent is a former CEO of Capricorn Society, one of Australia’s largest and most successful co- operative enterprises, as well as having a 15 year General Management career in Australia’s largest retailers. He holds postgraduate qualifications in business and e-commerce and is a fellow of the Australian Institute of Company Directors. Trent is a member of the Board Audit Committee. Geoff was appointed to the Beyond Bank Australia Board in July 2012. He had a 32 year career with accounting firm Ernst & Young and retired as a partner in December 2009. He was partner in charge of EY’s Audit and Assurance group from 2003 until 2008 and was Canberra Office Managing Partner from 2003 to 2006.

Geoff’s career included specialising in financial statements and auditing of entities of all sizes across all types of industries including the financial services sector. His role also included advising in internal audit, corporate governance, risk management and financial statements auditing and reporting. Since 2010, Geoff has specialised in Board Non-Executive Director Geoffrey Knuckey and Audit Committee positions in the private and public sectors. He is currently Chairman or Non-Executive Director of five private sector companies and is also Chair or Independent Member of the Audit and Risk Committees for a number of Commonwealth government departments.

His particular skills are in financial auditing, reporting and analysis, risk management, corporate governance and internal audit. Geoff is a Fellow of Chartered Accountants Australia and New Zealand and has been a Registered Company auditor since 1995.

He is a Graduate Member of the Australian Institute of Company Directors and a member of

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Director Qualifications and Experience the Institute of Internal Auditors. He holds a Bachelor of Economics from ANU. Geoff is the Chair of Eastwoods Group Limited and is a Director of Eastwoods Wealth Management Pty Ltd. He is the Chair of the Board Audit Committee and a member of the Board Governance and Remuneration Committee. David was elected to the Beyond Bank Australia Board in 2015. He has over 27 years’ experience within the Finance and Insurance industry, holding a number of national and state roles. David’s specific expertise is in compliance, sales process auditing and training. His experience also extends into the areas of business development and strategy, along with operational management.

David is currently the State Manager for QBE within their Motor Trades Division spanning SA, David Nichol WA and VIC. He is passionate about the finance sector and brings a diverse and unique set of skills to his role. David also has an extensive understanding of the mutual sector, having previously worked for CPS Credit Union (SA).

He is a Graduate of the Australian Institute of Company Directors, and has recently completed an Applied Cyber Security Course at the Massachusetts Institute of Technology in Boston. David is a member of the Board Risk Committee and a Director of Beyond Bank Australia Foundation Limited. Steve was elected as a Director of Beyond Bank Australia in 2009. Steve has significant banking and finance industry experience, having worked for the Reserve Bank of Australia for 14 years and at CPS Credit Union (SA) Limited for five years.

In addition to this, he has Senior Management experience at a state and national level across both commercial and government sectors. His range of expertise includes operations Steven (Steve) Nolis management, change management, human resources, strategic planning, marketing, finance and business development. Steve is currently the General Manager at law firm Duncan Basheer Hannon.

His tertiary qualifications include a Graduate Certificate of Management and a Master of Business Administration (MBA) attained through the University of South Australia. He has also completed studies through the Business in China Intensive School, Shanghai, China. Steve is the Chair of the Board Governance and Remuneration Committee. Anne joined the Beyond Bank Australia Board in 2006 and was appointed Deputy Chair in 2010 and Chair in 2013. She was formerly a Director of CPS Credit Union Cooperative (ACT) Limited.

She is a professional Non-Executive Director and her current directorships include Equity Trustees Ltd and the Winston Churchill Memorial Trust. She is also a member of the Compliance Committee of UBS Global Asset Management (Australia) Ltd and the Chair of the Audit Committee of IP Australia. Anne has extensive experience in the ADI and Funds Management sectors. Anne O’Donnell (Chair) Her past executive roles include nine years as the Chief Executive Officer of Australian Ethical Investment Ltd and some 20 years with the ANZ Banking Group Ltd. Anne holds a Master of Business Administration degree and a Bachelor of Arts, Banking and Finance degree. She is a Senior Fellow of the Financial Services Institute of Australasia, a Fellow of the Australian Institute of Company Directors and a member of the Australasian Mutuals Institute.

Anne is a Director of Eastwoods Group Limited and Eastwoods Wealth Management Pty Ltd. Anne is also a member of the Board Governance and Remuneration Committee and is the Chair of the Nomination Committee. Rebecca Richardson is to be appointed to the Beyond Bank Board on Transfer of Business, expected to be 1 February 2018. Rebecca has been a My Credit Union Director since 2012, Rebecca Richardson Alternate Director 2009-2012 and elected into her current position of Chair of MYCU in 2016.

She also holds the position of Managing Director, Urbanista, a planning and strategy

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Director Qualifications and Experience consultancy practice specialising in encouraging dynamic and sustainable environments, improving governance and systems, and feasibility modelling, Director with City West Housing Company and private company, Halstead Press Pty Ltd.

Rebecca has qualifications in planning, law, management and financial analysis, together with expertise in business and the public sector, holding a Bach Town Planning, Diploma of Law, Grad Dip Management, Financial Analysis Certificate, GAICD. Person to be appointed A person is to be appointed to the Beyond Bank Board in November 2017

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Schedule 6 Summary of the Material Differences between the Constitution of Beyond Bank and the Constitution of MYCU.

Division 3 – Membership

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The credit union may admit a person as a member only if The company may admit a person as a member only if the person the person makes a written application in a form the accepts a written offer of membership from the company. credit union requires. The current practice is such that a person, including A person, including minors, must pay in full the subscription price (if minors, must pay in full the subscription price (if any) for any) for the member share. the member share. Had previously been, if the person was a minor — the person payed in cash an amount equal to 20% of the subscription price for the member share. A person is required to pay in cash the subscription price No requirement that the subscription price (if any) be paid in cash. for the full member share. The subscription price is currently $nil. MYCU is silent on these matters, in practice the Includes additional sub-rules 3.3(9) and (10) with respect to requirements of sub rules 3.3(9) and (10) are applied. treatment of joint members.

Division 4 – Termination of Membership

MYCU CONSTITUTION BEYOND BANK CONSTITUTION Allows for the termination of membership only if a Allows for the termination of membership if a member’s deposit member’s deposit account(s) is dormant. account(s) is dormant or the member is inactive. Includes additional sub-rules 4.4(2), (c), (d) and (e) with No similar sub-rules. respect to the redemption of the member’s member share. No similar sub-rule. Includes additional sub-rule 4.3(1)(d) with respect to the redemption of additional member shares if a member has more than one member share. No similar sub-rule. Includes additional sub-rules 4.3(2) with respect to the redemption of a member’s member share. The board may delegate its power to redeem a member’s member to a committee of directors, a director, or an officer or officers of the company. At the time the board considers the proposed resolution No such provision. to redeem the member’s member share, the member is entitled to be present with or without the member’s legal representative and to be heard, either in person or through the member’s legal representative.

Division 5 – Issue of Shares

MYCU CONSTITUTION BEYOND BANK CONSTITUTION No such provision. Provides for the issue of a D class redeemable preference share which confer a right to receive cumulative dividends, but with no voting rights and no right to participate in any surplus on winding up. There are presently 686,000 D class shares on issue fully paid to $1 per share. The credit union may only issue member shares to No requirement that the subscription price (if any) be paid in cash. persons on the basis that the person pays the full The subscription price is currently $nil. subscription price in cash on issue.

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Division 8 – Share Certificates

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The credit union is not required to (and will not, unless This Rule does not apply in relation to member shares but in relation the board otherwise determines) issue certificates in to other shares, a member may require the company to issue to the respect of member shares. member without charge 1 certificate for each class of shares in the company that the member holds.

Division 10 – Transmission of Shares

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The credit union may register a person as holder of a No such provision. member’s share under this Division even though the person is not eligible to be a member under the common bond. However, MYCU does not have a common bond.

Division 11 – Holding of Members Meetings

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The quorum for a members’ meeting is 20 members The quorum for a members’ meeting is 30 members present in present in person. person, by proxy or body corporate representative. No such provision. Provides for the holding of a meeting of members at more than one location at the same time using technology to enable members to participate.

Division 12 – Voting at Members Meetings

MYCU CONSTITUTION BEYOND BANK CONSTITUTION A proxy or corporate representative does not have a right On a show of hands, each member present in person and each other to vote on a show of hands. person present as a proxy or body corporate representative has 1 vote. If a member appoints the chair as the member’s proxy No such provision. and directs the chair to vote either in favour of or against the resolution, the chair must demand a poll on the resolution.

The Board may determine that members entitled to No such provision. attend and vote at a members’ meeting may cast a direct vote. A direct vote means a vote delivered to the credit union by such means as approved by the Board. No such provision. The entitlement of a member to vote in relation to a general meeting may not be exercised if the person was not a member at least 7 days before notice of the general meeting was given. Appendix 7 is the equivalent to Appendix 5 in the Beyond Consideration of any resolution that may alter the company’s mutual Bank Constitution. structure. Appendix 5 applies to any Demutualisation Resolution (as defined in Appendix 5) to be submitted to members.

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Division 13 – Directors – Appointment and Vacation of Office

MYCU CONSTITUTION BEYOND BANK CONSTITUTION Must be nominated by 2 members and subject to To be eligible to be a Director a person: meeting the Fit and Proper requirements as determined  must have been a member continuously for a period of at by the Nomination Committee. See appendix 4/6. least 3 years unless otherwise determined by the Board when the person is nominated as a candidate for election as a director  must not be a current employee and cannot have been an

employee of the company within the 3 year period No such provision. immediately prior to the closing of nominations for an election. Permits the Board to appoint up to 3 Directors as Permits the Board to appoint up to 5 Directors, and the Chief appointed Directors. Executive Officer, as appointed Directors. No such provision. An elected Director is not eligible to be re-elected if at the time of his or her re-election his or her cumulative period in office would be 9 years or more from the time he or she was first elected, re-elected, or appointed after 1 July 2007. Provides for alternate directors. No such provision. If the credit union receives the transfer of business from No such provision. another credit union the Board may appoint up to 4 additional directors. Contains rotation provisions with respect to elected No such provisions. director’s term of office if the number of elected directors elected by members at any AGM is more than 3. Includes additional sub-rules 13.7(f) to (m) with respect to No such provisions. the automatic vacation of office by a director. Rule 13.10 requires all directors to cooperate with Beyond Bank is silent on this matter, in practice the requirements of respect to the implementation of the fit and proper Rule 13.10 are applied. policy.

Division 15 – Directors Meetings

MYCU CONSTITUTION BEYOND BANK CONSTITUTION Any 2 directors or the secretary (upon the authority of 2 The Chair, any 2 directors or the secretary (upon the authority of the directors) may call a board meeting. Chair or any 2 directors) may call a board meeting. The Chair has a casting vote in addition to his or her The Chair does not have a casting vote in addition to his or her deliberative vote. deliberative vote. No such provision. Provides for meetings of directors to be conducted using any means of technology consented to by all Directors. The board may pass a resolution without a board meeting The board may pass a resolution without a board meeting if a if all of the Directors entitled to vote on the resolution majority of the Directors entitled to vote on the resolution sign a sign a document containing a statement that they are in document containing a statement that they are in favour of the favour of the resolution set out in the document. resolution set out in the document. Committee members appoint the Committee chair. The Board appoints Committee chairs.

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Division 17 – Remuneration, Insurance and Indemnity

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The Directors may be paid remuneration for their services In any financial year for the company, the remuneration of Directors as directors up to the maximum aggregate amount in (other than an employee Director) may not exceed the aggregate respect of the period that the credit union in general amount last fixed by ordinary resolution at a general meeting. meeting determines from time to time. In any financial year for the credit union, the Directors’ remuneration may not exceed the aggregate amount that the general meeting determines for that year.

Appendix 1 – Objects

MYCU CONSTITUTION BEYOND BANK CONSTITUTION One of the objects is: No similar object. (g) to further the interests of members and the communities within which they work and live through co-operation with: (i) other credit unions and co-operatives; and (ii) associations of credit unions and co-operatives, locally and internationally.

Appendix 2 – Common Bond

MYCU CONSTITUTION BEYOND BANK CONSTITUTION States that the credit union does not have a common Beyond Bank does not have a common bond hence there is no bond. appendix in relation to a common bond.

MYCU Appendix 3 Division 1 – Member Shares Beyond Bank Appendix 2 Division 1 – Member Shares

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The subscription price for a member share is $10. The subscription price for a member share issued after the end of the AGM of the company in 2016 is $nil. A holder of a member share has a right to participate in A holder of a member share has a right to participate in any dividend any dividend that the credit union pays only if the general that the company pays only if the general meeting approves the meeting approves the payment of the dividend on payment of the dividend on member shares. member shares. A general meeting may only approve a dividend at a rate that does not exceed 50% of the credit union’s after tax profit for the financial year to which the dividend relates. In relation to a distribution on the winding-up of the No similar provision. credit union the credit union may offset against the amount payable under this clause: (a) any amount unpaid on the member share; and (b) any other amount payable by the member to the credit union. Payment for member shares by minors. After reaching No similar provision. All members must pay in full the subscription the age of 18, the member must pay the remaining 80% price (if any) for a member share. The current subscription price is of the subscription price for the member share applicable $nil. as at the time he or she became a member. No such provision. In relation to new members specifies the entitlement of a holder of a member share to vote in relation to:

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 an election of directors; and  a general meeting.

Beyond Bank Appendix 2 Division 2 – Reserves

MYCU CONSTITUTION BEYOND BANK CONSTITUTION No such provision. Includes specific provisions with respect to participation in any surplus or profits of the company resulting from an event that leads to demutualisation.

Beyond Bank Appendix 4 - Election of Elected Directors and Operation of Nomination Committee MYCU Appendix 6 – Election of Directors

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The board must approve voting procedures to apply to the The board may from time to time determine that the members may ballot. The board's approval may be a standing approval. record their votes or proxy appointment by an electronic voting The voting procedures must provide for one or more system. methods of voting in the ballot that may include, but need not be limited to: (a) voting by postal ballot paper; (b) voting by electronic means, but that must not include any form of voting by ballot at the AGM.

No such provision. If the board makes the required determination members may appoint the proxy, to cast their vote for the candidate/s. 2 members together have the right to nominate a 3 members together have the right to nominate a candidate. candidate. A person who becomes a member on or after the date The entitlement of a member to vote in relation to an election of the ballot opens is not entitled to vote in the ballot. directors may not be exercised if the person was not a member on the day before nominations for the election of directors closed. If the number of candidates is equal to or less than the If the number of candidates is equal to or less than the number of number of positions to be filled the general meeting may positions to be filled those candidates shall be declared elected with appoint each candidate as a director by passing a effect from the end of the next AGM. separate resolution at the AGM.

Beyond Bank Appendix 4 – Nomination Committee MYCU Appendix 6 – Board Nomination Committee

MYCU CONSTITUTION BEYOND BANK CONSTITUTION The board must establish a Board Nomination Committee The board shall establish and maintain a Nomination Committee comprised of: having at least 3 members. (a) 1 Director; (b) 1 person who is neither a director nor an At least 2 members of the Nomination Committee must be persons employee of the credit union. who are independent of the company and who possess, in the opinion of the board, an overall suitable mix of character, skills, knowledge and experience or who meet any other criteria determined by the board from time to time.

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Beyond Bank Appendix 5 – Consideration of Demutualisation Resolutions MYCU Appendix 7 – Demutualisation Approval Procedure Rules

MYCU CONSTITUTION BEYOND BANK CONSTITUTION Termination of this Appendix - Termination of this Appendix - This Appendix will cease to have This Appendix will, in general, cease to have effect if ASIC effect at the end of the first AGM of the company held after 1 July publishes and delivers a relevant written notice to the 2018. This date can be extended if members pass the required credit union. resolution at a members meeting. To facilitate the transfer, MYCU has received the relevant written notice from ASIC.

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Schedule 7

Summary of the Controlled Entities and Community Foundation of Beyond Bank

NAME OPERATIONS DIRECTORS Eastwoods Group Limited This is the parent company of the Geoffrey Knuckey subsidiaries: Anne O’Donnell ABN: 94 008 618 193  Eastwoods Wealth Sandra Andersen Management Pty Ltd; and  Beyond Employee Benevolent Fund Pty Ltd. Eastwoods Wealth Management Pty Ltd This company is the provider of financial Anne O’Donnell planning services specialising in: Geoffrey Knuckey ABN: 17 008 167 002  government; Sandra Andersen  superannuation; AFS Licence Number 237853  redundancies;  retirement;  wealth accumulation;  investment strategies;  managed or direct investments;  superannuation and rollovers. Beyond Employee Benevolent Fund Pty Ltd This fund has been established to provide Robert Keogh financial assistance to permanent Wayne Matters ABN: 22 121 458 106 employees who have passed their probationary period who, due to serious illness, accident, natural disaster, family trauma or a critical personal situation, are faced with severe financial hardship or when the death of an employee leaves their spouse/partner/ dependents in financial distress. Beyond Bank Australia Foundation Ltd Beyond Bank has established a Jodie Leonard Community Foundation and within the Robert Keogh ABN: 89 119 727 507 Foundation a number of foundation Sub Funds to support the local communities in which it operates.

The Foundation is funded by a percentage of Beyond Bank’s net profit after tax, as well as contributions from staff, members and wider communities. The Funds that have been established are the:  Beyond Bank Foundation Master DGR Fund; and  Beyond Bank Master Support Fund

A number of Sub Funds comprise the Master funds. Community CPS Services Pty Ltd Provides trust management services to Robert Keogh Beyond Bank’s Securitisation trusts Wayne Matters ABN: 18 149 135 437

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