Tennis New South Wales Limited Acn 000 011 558

TENNIS NEW SOUTH WALES LIMITED ACN 000 011 558

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Tennis New South Wales Limited (the Company) will be held as a hybrid meeting on Tuesday, 24 November 2020 at 7pm (AEDT). The Board and a limited number of the Company's Management and Members will attend a physical location and the Members will be able to view and participate in the meeting online.

Details of how Members will be able to participate in and vote online at the AGM are set out on the AGM website at https://events.miraqle.com/TNSW20-agm (AGM Website). A link to the AGM Website has been emailed to all Members.

The Annexes to this Notice provide additional information on matters to be considered at the AGM. The Annexes form part of this Notice.

BUSINESS OF THE MEETING ______Item 1: Minutes from 2019 AGM To receive and approve the minutes of the Annual General Meeting held on 19 November 2019. These minutes are attached as Annex 1 to this Notice.

Item 2: Financial Reports – 2019/20 To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2020. These reports are attached as Annex 2 to this Notice.

Item 3: Annual Report – 2019/20 To receive and consider the Annual Report for the financial year ended 30 June 2020. A copy of the Annual Report will be published on the same date that this Notice is circulated.

Item 4: Director Elections

To elect one director from the four Sydney Nominations set out in item 4.1 below, to elect one director from the two Court Operator Nominations set out in item 4.2 below and to elect two directors from the four Country Nominations set out in item 4.3 below. Supporting statements for all nominees are set out in Annex 3.

Item 4.1: Election of Director from Sydney Nominations Ron Heinrich proposed by Tony Veale - Killara Lawn Tennis Club Wayne Pascoe proposed by Terry Stewart - Northern Suburbs Tennis Association Ginette Porteous proposed by Helen Ackerman - Kooroora Tennis Club

Richard Price proposed by Mal Nicholson - Chatswood Tennis Club

Item 4.2: Election of Director from Court Operator Nominations Rob Nienhuis proposed by Allan Pade - Westside Tennis Club Inc

Kim Warwick proposed by Paul Francis - Love n Deuce Academy

Item 4.3: Election of Directors from Country Nominations Brett Bevan proposed by Kerry Costelloe - The Entrance District Tennis Club Errol Carney proposed by Cameron Walters - Tennis Wollongong Karen Littlejohn proposed by John Ferguson - South Wagga Tennis Club Helen Magill proposed by Brendon Hunt - Parkes Tennis Club

Item 5: Life Members In accordance with clause 6.7 of the Constitution, the Board is recommending that Honorary Life Memberships are awarded to each of Ms Cheryl Cooper, Mr Greg Healey, Mr Hedley Nicholson OAM and Mr John Tremble. Profiles for each proposed Life Member are set out in Annex 4. Item 5.1: Ms Cheryl Cooper To consider and, if thought fit, pass a resolution awarding an Honorary Life Membership to Ms Cheryl Cooper. Item 5.2: Mr Greg Healey To consider and, if thought fit, pass a resolution awarding an Honorary Life Membership to Mr Greg Healey. Item 5.3: Mr Hedley Nicholson OAM To consider and, if thought fit, pass a resolution awarding an Honorary Life Membership to Mr Hedley Nicholson OAM. Item 5.4: Mr John Tremble To consider and, if thought fit, pass a resolution awarding an Honorary Life Membership to Mr John Tremble.

Item 6: Special Resolutions to amend the Company's Constitution

Item 6.1: Maximum Tenure for Directors To consider and, if thought fit, pass a special resolution to replace clause 14.6 of the Constitution with the proposed new clause 14.6 and to introduce a new definition of "Term" into clause 2.1 (which is a consequential change required for the new clause 14.6). Both of these proposed changes are set out in Annex 5 to this Notice and are shown in the marked version of the Constitution set out in Annex 8. The effect of the new clause 14.6 is to introduce a maximum tenure for both Elected Directors and Appointed Directors. In broad terms, the effect of the proposed changes is that no director would be permitted to serve for more than 9 years in any 12-year period. This change is proposed by Charmhaven Tennis Centre. and is supported by the Board, and the details and rationale for the proposed resolution are set out in Annex 5. Item 6.2: Casual Vacancy Provisions apply to Elected Directors only To consider and, if thought fit, pass a special resolution to replace clause 14.7 of the Constitution with the proposed new clause 14.7 which is set out in Annex 6 to this Notice. The effect of the new clause 14.7 is to clarify that the casual vacancy provisions apply to Elected Directors only, and not to Appointed Directors. This change is proposed by Charmhaven Tennis Centre and is supported by the Board. The details and rationale for the proposed resolution are set out in Annex 6, and the changes are shown in the marked version of the Constitution set out in Annex 8. Item 6.3: Deadline for Director Nominations To consider and, if thought fit, pass a special resolution to amend clause 14.5 of the Constitution as set out in Annex 7 to this Notice. The effect of the proposed change to clause 14.5 is that nominees for vacant Elected Director positions must submit their written nominations to the Secretary at least 60 days prior to the relevant AGM (instead of 45 days). This change is proposed by the Board. The details and rationale for the proposed resolution are set out in Annex 7, and the changes are shown in the marked version of the Constitution set out in Annex 8.

PROXY FORM If a Member is unable to participate in the AGM, they may appoint a proxy to attend and vote on their behalf. Members are reminded that proxies are not required to be Members. All Members have been emailed a link to the Proxy Form which includes instructions on how to complete the Proxy Form online. Completed Proxy Forms must be submitted to the Company by no later than 7pm on Sunday, 22 November 2020. Proxy Forms submitted after this time will not be accepted by the Company.

VOTING Members are strongly encouraged to vote. Annex 9 of the AGM Notice contains a table showing the number of votes for each Member.

BY ORDER OF THE BOARD

Rich Hawkins Company Secretary

2 November 2020

ANNEX 1

Minutes of 2019 AGM

TENNIS NEW SOUTH WALES LIMITED ACN 000 011 558 MINUTES OF THE ANNUAL GENERAL MEETING HELD AT SYDNEY OLYMPIC PARK TENNIS CENTRE, ROD LAVER DRIVE, SYDNEY OLYMPIC PARK NSW 2127 ON 19 NOVEMBER 2019 COMMENCING 7:00PM (AEDT)

BOARD: Kim Warwick (President), Melissa Achten, Andrea Galloway, Warren Green, Ryan Henry, Helen Magill, Andrew Mitton, Brian Morris, Wayne Swaysland and Anna Wyke

MEMBERS: See attached list

EMPLOYEES: Lawrence Robertson (CEO), David Garnsey (Company Secretary), Monir Safari (Financial Controller), Gavin Cowan, Madeleine Farac, Michelle Howe, Shaun Mulraney, Tiarnna Spice and Tayla Wilson

ATTENDEES: Joseph Santangelo (Nexia) and Kanika Prasad (Nexia)

1. Opening Remarks Mr Warwick as Chair of the meeting noted that a quorum of Members was present and declared the meeting open at 7:13pm. Mr Warwick welcomed the Members and introduced the Board. Apologies were noted from Dave Allen, Joel Goodwin, Karen Littlejohn, Ken Rose, Terry Stewart, John Whittaker OAM and Paul Wigney. 2. Notice of Meeting and Agenda Mr Warwick confirmed that the Notice of Meeting had been sent to all Members and proposed that the Notice of Meeting be taken as read. There were no objections. The agenda for the meeting was outlined. 3. Approval of Minutes Mr Warwick referred to the minutes of the previous AGM held on 20 November 2018. He noted that, since the issue of the Notice of Meeting, amendments had been made by adding to the list of attendees both Life Member Wendy Saville and Brett Thomas representing Kiama & Shellharbour District Tennis Association.

Subject to those amendments, it was resolved to approve the minutes and the Chair was authorised to sign them as a correct record. Mr Warwick referred to the minutes of the Special General Meeting held on 11 April 2019. He noted that, since the issue of the Notice of Meeting, corrections had been made to the list of attendees to reflect the fact that Brett Thomas held proxies at that meeting for eight Members, for whom Brett Bevan had originally been listed as the proxy. Subject to those corrections, it was resolved to approve the minutes and the Chair was authorised to sign them as a correct record. Mr Warwick referred to the minutes of the Special General Meeting held on 9 August 2019. It was resolved to approve the minutes and the Chair was authorised to sign them as a correct record. 4. Financial Reports 2018/2019 The meeting received and considered the Financial Reports for the year ended 30 June 2019, which had been circulated with the Notice of Meeting. Mr Robertson presented the highlights of the Financial Reports, confirming that the surplus for the 2018/2019 year after investment income from the Grass Roots Fund was $1,919,666, compared to $453,153 in the previous year. This result had been achieved due to a portion of the $50.5 million grant in respect of the Ken Rosewall Arena upgrade being recognised as revenue in the financial year and notwithstanding the fact that the annual operating costs had increased by 62.9%. Mr Robertson confirmed that the value of the Grass Roots Fund was now close to $18.4 million and that the investment portfolio had delivered income of well above the target of approximately 5%. He also observed that the completion of the Ken Rosewall Arena upgrade project in December 2019 would have a significant effect on the financial position. A number of questions were raised by the Members and addressed by Mr Robertson, who also noted that a court-imposed confidentiality order prevented him from detailing each individual component of the “Legal, professional and settlement fees” category of expenses. In response to a question from Life Member, Des Nicholl, Mr Robertson stated that it was inappropriate to amend Note 21(b) on page 23 of the Financial Reports to include a summary or statement of the findings of Dr Annabelle Bennett AO SC in the disciplinary proceedings involving eight Life Members in May 2019. He also expressed the view that the selected passages that Mr Nicholl had extracted from Dr Bennett’s Decision could not be regarded as a comprehensive summary of her findings.

However, at the request of Mr Nicholl, Mr Robertson read the following words from Dr Bennett’s Decision and confirmed that they would be included in the minutes of the meeting:

“In my view it was not inappropriate for the directors, who were not themselves legally qualified and who found themselves in a complex position, to take advice from solicitors and, when that advice was not complete and/or not clear, to go further and obtain advice from Senior Counsel. Indeed, it could be said to have been prudent.

… In circumstances where I do not consider that the Life Members contravened clause 15 of the Constitution… I determine that none of the Life Members, including Mrs Langsford, should have their life membership of Tennis NSW terminated.” 5. Annual Report 2018/2019 The meeting received and considered the Annual Report for the year ended 30 June 2019. Mr Warwick presented the highlights of the 2018/2019 year. In the course of doing so, he expressed the desire of Tennis NSW to have strong Associations, espoused the potential benefits of the upcoming Open Court Sessions campaign and encouraged Clubs to embrace the Tennis Restart initiative to enable them to successfully plan for the future. He indicated that hard copies of the Annual Report would be mailed to Members who requested it. 6. Director Election Mr Warwick confirmed that there were three nominations for the Country position (David Graham, Chris Lees and Andrew Mitton). He confirmed that it was a strong group of candidates and thanked all three for their nominations, noting that Mr Mitton was the Board’s recommended candidate, based on his business and tennis experience and his expertise and skills assessed against the Board Skills Matrix. Each of the three nominees took the opportunity to speak in support of their nominations. Mr Warwick exercised his option as Chair to declare a poll for the director election and confirmed that the poll would be conducted by way of a secret ballot. He introduced Joseph Santangelo and Mick Parslow OAM as the scrutineers of all polls to be taken at the meeting. There were no objections. Mr Warwick declared the number of proxy votes he held as Chair was 99, of which one was unassigned. He confirmed that the unassigned proxy would be cast in favour of Andrew Mitton. The Members were asked to complete their director election voting cards.

7. Special Resolution Mr Warwick confirmed that the Board was proposing a resolution to allow electronic voting at general meetings by way of amendments to clause 12 of the Constitution. He noted that the proposed amendments were set out in the Notice of Meeting, including by way of a marked-up version of the Constitution. He put the following resolution to the meeting:

“To consider and, if thought fit, pass a special resolution to insert into clause 12 of the Constitution the additional words, including the proposed new clause 12.6, set out in Annex 6 to the Notice of Meeting.” A number of questions about electronic voting were raised by the Members and addressed by Mr Robertson and Mr Garnsey. Mr Warwick offered other Members the opportunity to speak against the resolution but there were no further comments. Mr Warwick exercised his right as Chair to declare a poll on the special resolution and confirmed that Joseph Santangelo and Mick Parslow would act as scrutineers of this poll. Mr Warwick declared the number of proxy votes he held as Chair of the special resolution agenda item was 99, of which one was unassigned. He confirmed that the unassigned proxy would be cast in favour of the special resolution and that a 75% majority of votes cast was required to pass the special resolution.

8. Adjournment of the Meeting – Poll Mr Warwick adjourned the meeting at 8:30pm for the purpose of conducting the poll and compiling the results. During the adjournment, Mr Robertson provided a strategic update, identifying the major challenges facing Tennis NSW as Club management and marketing, local government, the coaching workforce and tournaments and competitions. He assured the Members that an expanded Tennis NSW team was energised and committed to making a difference in a competitive sporting environment. Mr Robertson also took questions from Members, including several from Brett Bevan in relation to the National Redress Scheme, the actions that Tennis NSW is taking to promote child-safe environments at its Member Clubs and the extent of Mr Robertson’s knowledge of, and involvement in, any complaint made against a Tennis NSW employee.

9. Re-Convening of Meeting The meeting was reconvened at 8:48pm. Mr Warwick declared that: (a) Andrew Mitton had been re-elected as the Country-nominated director; (b) the special resolution in relation to electronic voting had not carried; and (c) the voting cards would be destroyed

10. Meeting Closure There being no further business, the meeting closed at 8:52pm.

Signed as a true record of the meeting

______Chair Date

ANNEX 2

Financial Reports 2019/20

Tennis New South Wales Limited ACN 000 011 558

30 June 2020

Tennis New South Wales Limited Directors’ report For the year ended 30 June 2020

The directors present their report together with the financial report of Tennis New South Wales Limited (“the Company” or “Tennis NSW”) for the financial year ended 30 June 2020 and the auditor’s report thereon.

1. Directors

Director Period as Director Mr K. Warwick, Tennis Court Operator 28.11.17 to present (President from 20.11.18) Mr A. Mitton, School Teacher 16.11.10 to present Ms H. Magill, Tennis Coach 28.11.17 to present Mr R. Henry, Tennis Court Operator 28.11.17 to present Ms M. Achten, Sports Administrator 20 .11.18 to present Mr W. Swaysland, Travel Industry Consultant 20.11.18 to present Mr B. Morris, Retired 20.11.18 to present Mr W. Green, Management Consultant and Company Director 02.07.19 to present Ms A. Galloway, Company Director 23 .09.19 to present Ms A. Wyke, Lawyer 23 .09.19 to present Mr J. Sweeney, Company Director 20.11.12 to 02.07.19

Chief Executive Officer Mr L. Robertson 07.06.17 to present

Related Parties

The Board appointed Perpetual Private, a division of Perpetual Trustee Company Limited, as Investment Manager for the Tennis NSW Grassroots & Facilities Reserve Fund in November 2013. The Management Fees paid to Perpetual Private during the period July 2019 to June 2020 amounted to $95,605 (2019: $94,056).

In April 2014 Jonathan Sweeney notified the Company that he had been appointed to the Investment Committee of Perpetual Trustee Company Limited.

The Board acknowledged Mr. Sweeney's declaration of interest regarding this appointment and agreed that Mr. Sweeney would not be eligible to participate in discussions and decisions relating to the annual performance review of the Tennis NSW Fund Manager, the three year review and any subsequent tender process.

Mr. Sweeney resigned as a director of the Company effective 2 July 2019.

Tennis New South Wales Limited Directors’ report (continued) For the year ended 30 June 2020

2. Directors’ Meetings The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are:

Audit and Risk Remuneration Investment Advisory Director Board Meetings Committee Committee Committee A B A B A B A B

A. Mitton 21 19

J. Sweeney 0 0

B. Morris 21 20 15 15 6 6

H. Magill 21 21

M. Achten 21 21 15 15

K. Warwick 21 21 5 5

R. Henry 21 17 5 5

W. Swaysland 21 20 5 5

W. Green 21 16 15 15 6 4

A. Galloway 17 15 2 2

A. Wyke 17 12 12 10 4 4

A – Number of meetings held during the time the director held office during the year B – Number of meetings attended

3. Company Particulars and Company Secretary The address of the Company’s registered office is 1 Rod Laver Drive, Sydney Olympic Park, NSW, 2127. The Company Secretary from 1 July 2019 to 18 September 2019 was John Richard Hawkins, a Partner of Bird & Bird Lawyers and formerly the General Counsel & Company Secretary of Australian Rugby Union Ltd, who was appointed on 20 April 2018. David Garnsey, formerly a Partner of Minter Ellison Lawyers, was appointed as the Company Secretary on 18 September 2019.

Tennis New South Wales Limited Directors’ report (continued) For the year ended 30 June 2020

4. The Company, Objectives, Strategic Direction and Risks The Company’s vision is to connect more people to tennis in New South Wales. Its role is to empower, engage and support its Members to help grow the game. The Constitution states that the objects for which the Company is established are to: (a) govern, promote and develop tennis in New South Wales; (b) be the principal body for the governance of tennis in New South Wales and to settle disputes relating to Tennis in New South Wales; (c) uphold and maintain the rules and regulations of tennis in New South Wales; (d) organise, conduct and promote tennis matches, tournaments, championships, events and activities in New South Wales; (e) construct, furnish and maintain any tennis courts or other grounds, buildings or works for use in tennis matches, tournaments, championships, events and activities in New South Wales; (f) assist and encourage communication between Members; (g) assist Members to promote and develop tennis in New South Wales; and (h) do all things incidental to assisting in achieving the objects of the Company.

In June 2018, the Board and Management of the Company developed and adopted a revised Strategic Plan. The Strategic Plan identifies three key drivers of tennis – Clubs, Coaches and Councils. The Company will focus on 4 strategic pillars;  Play – To support Clubs and Coaches to get more people playing tennis  Places – To assist Clubs, Coaches and Councils to invest in and operate sustainable venues  Promote – To effectively promote tennis and the work of the Company  People – To attract, retain and develop great people to help deliver tennis In February 2020 as part of an annual strategy and risk planning process, the Board, together with Senior Management, identified key strategic risks facing Tennis NSW, including:

 Financial;  Member;  Participation;  Child Safety;  Employee; and  Governance Soon after this, the Board incorporated the ongoing management of the risks of COVID-19 through the Audit & Risk Committee regularly meeting with Senior Management to agree and monitor contingency plans.

5. Principal Activities The Company is a public company limited by guarantee and is a not-for-profit organisation. The principal activities of the Company during the financial year were to govern, promote and develop the game of of tennis in New South Wales. There was no significant change in the nature of these activities during the financial year.

Tennis New South Wales Limited Directors’ report (continued) For the year ended 30 June 2020

6. Operating and Financial Review The Company’s net result for the year ended 30 June 2020, after the inclusion of revenue from the Ken Rosewall Arena Grant, was a surplus of $44,730,786 (2019: $1,919,666) which was equal to the total comprehensive income of the Company of $44,730,786 (2019: $1,919,666).

In the last quarter of the financial year, the Company was successful in securing COVID-19 government support in the form of JobKeeper and Cash Flow Boost payments, as well as rental relief for the period 1 April 2020 to 30 September 2020.

This along with strong cost control measures has resulted in an operating surplus excluding depreciation and amortisation of $181,120 (2019: operating loss of $2,236,214). The directors believe this continuing focus on cost control will be essential for the Company’s performance as the potential long-term impacts of the COVID-19 crisis on revenue are realised in future financial years.

7. Significant Changes in the State of Affairs In the opinion of the directors there were no significant changes in the state of affairs of the Company that occurred during the financial year under review.

8. Likely Developments The COVID-19 pandemic has undoubtedly provided a fresh set of challenges for the management and governance of the Company in both the short and the medium term.

The state of New South Wales has been successful in managing the second wave of COVID-19 infections and, to a large extent, tennis has been able to continue, albeit mainly at the grass roots level. A large majority of venues have re-opened and, while some have been affected financially, there has also been an increase in demand for tennis.

The Company has taken a conservative approach to the financial management of the pandemic and its long-term planning will be dependent on the size and scale of the Australian Open tournament, which is due to be staged in Melbourne in January 2021. The Company is reliant on Tennis Australia, as its principal source of funding, to support the Company’s operations, staffing and programming and it has built its plans on a range of financial scenarios that it may face in the next 12-24 months.

Throughout that period, the Company’s focus will be on maximising its support of the Membership, minimising its costs and managing its cash position. The Company will continue to explore ways to encourage and facilitate the growth and success of tennis clubs and coaches and to assist councils to invest in sustainable tennis venues. At the same time, the Company will ensure that it takes all appropriate steps to promote the wellbeing and development of the Company’s employees.

The Company is fortunate to have substantial reserves. Given the expected length of the pandemic, the rate at which restrictions are being eased and the financial projections of Tennis Australia, the likelihood is that, in addition to utilising an approved amount to help improve tennis facilities across NSW, it will be necessary for the Company to call upon those reserves to support the business over the next 12-24 months. While neither the directors nor the Management of the Company have any concern about the ongoing solvency of the Company, the Board recognises the imperative of managing the use of the reserves in a prudent manner.

9. Environmental Regulations The Company’s operations are not subject to any significant environmental regulations under Commonwealth, State or Territory legislation.

The directors are not aware of any significant breaches of environmental regulations during the period covered by this report.

Tennis New South Wales Limited Directors’ report (continued) For the year ended 30 June 2020

10. Indemnification and Insurance of Officers Indemnification The Company has agreed to indemnify the directors and officers of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the Company, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.

Insurance Premiums Tennis Australia, through a national insurance scheme, provides the Company with directors’ and officers’ liability and legal expense insurance for current and former directors and officers of the Company. The continuity of insurance has been maintained during the year.

11. Lead Auditor’s Independence Declaration Under Section 307C of the Corporations Act

The lead auditor’s independence declaration is located at page 29.

12. Officers of the Company Who Were Previously Partners of the Audit Firm

Nil.

13. Subsequent Events

There have been no events subsequent to balance date which would have a material effect on the Company’s financial statements.

This report is made in accordance with a resolution of the directors:

______K Warwick W Green President Chair of the Audit & Risk Committee

Dated at Sydney this 6th day of October 2020.

Tennis New South Wales Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2020

Note 2020 2019*

Affiliation and membership revenue 742,718 716,052 Government grant revenue 842,591 80,000 Sponsorship revenue 168,486 129,936 Tennis Australia revenue 3,497,803 3,409,596 Tournaments and competitions revenue 387,705 314,936 Venue revenue 763,940 385,029 Other revenue 83,256 79,158 Total revenue 4 6,486,499 5,114,707

Administration expenses 669,436 695,620 Legal, professional and settlement expenses 393,259 2,342,572 Marketing expenses 213,431 218,916 Salaries and related expenses 3,878,444 2,583,433 Tennis development expenses 262,595 263,840 Tournaments and competitions expenses 273,609 435,655 Venue expenses 2,143,212 1,240,373 Other expenses 102,848 27,737 Total expenses 5 7,936,834 7,808,146

Operating (deficit) (1,450,335) (2,693,440)

KRA project revenue 4,24 46,862,072 4,080,427

Finance income Finance income 787,046 1,282,822 Finance costs (1,467,997) (750,143) Net finance (costs)/income 6 (680,951) 532,679

Surplus for the year 44,730,786 1,919,666

Total comprehensive income for the year 44,730,786 1,919,666

*The Company initially applied AASB 16 Leases at 1 July 2019. Under the transition method chosen, comparative information has not been restated.

The statement of profit or loss and other comprehensive income is to be read in conjunction with the notes of the financial statements set out on pages 10 to 27.

Tennis New South Wales Limited Statement of changes in equity For the year ended 30 June 2020 Grassroots & Investment General Fixed Asset Retained Total Facilities Revaluation Reserve Reserve Earnings Equity Reserve Reserve Balance at 1 July 2018 (17,485,090) (2,532,729) (1,578,004) (330,046) (1,086,423) (23,012,292) Reclassification upon adoption of AASB 9 (2,532,729) 2,532,729 - - - - Restated balance at 1 July 2018 (20,017,819) - (1,578,004) (330,046) (1,086,423) (23,012,292) Total comprehensive income for the period Other comprehensive income Unrealised loss on financial assets 656,087 - - - (656,087) - Surplus for the year - - - - (1,919,666) (1,919,666) Transfer out/(in) of fund income (708,883) - - - 708,883 - Realised gain on sale of financial assets (478,022) - - - 478,022 - Fund income distributed to Operations 2,154,045 - - - (2,154,045) - Balance at 30 June 2019 (18,394,592) - (1,578,004) (330,046) (4,629,316) (24,931,958)

Balance at 1 July 2019 (18,394,592) - (1,578,004) (330,046) (4,629,316) (24,931,958) Total comprehensive income for the period Other comprehensive income Unrealised loss on financial assets 1,242,040 - - - (1,242,040) - Surplus for the year - - - - (44,730,786) (44,730,786) Transfer out/(in) of fund income (649,411) - - - 649,411 - Realised gain on sale of financial assets (40,931) - - - 40,931 - Fund income distributed to Operations 954,478 - - - (1,324,478) (370,000) Transfer to retained earnings - - 1,578,004 330,046 (1,908,050) - Balance at 30 June 2020 (16,888,416) - - - (53,144,328) (70,032,744)

The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 10 to 27.

Tennis New South Wales Limited Statement of financial position As at 30 June 2020

Note 2020 2019* Assets Cash and cash equivalents 8 1,238,424 53,286,743 Trade and other receivables 9 876,496 606,017 Other assets 10 26,769 63,946 Total current assets 2,141,689 53,956,706

Financial assets 11 16,454,308 18,067,298 Intangible assets 12 443,883 643,875 Property, plant and equipment 13 52,705,673 6,397,059 Right-of-use assets 14 3,285,144 - Total non-current assets 72,889,008 25,108,232

Total assets 75,030,697 79,064,938

Liabilities Trade payables and other payables 15 1,309,287 2,056,616 Employee benefits 16 179,759 226,243 Income received in advance 17 854 46,913,888 Other liabilities 18 78,218 4,489,314 Provisions 19 21,920 388,861 Lease liabilities 20 74,089 - Total current liabilities 1,664,127 54,074,922

Employee benefits 16 72,296 58,057 Lease liabilities 20 3,261,530 Total non-current liabilities 3,333,826 58,057

Total liabilities 4,997,953 54,132,979

Net assets 70,032,744 24,931,959

Members’ equity Retained earnings 53,144,328 4,629,316 Grassroots and Facilities Reserve 16,888,416 18,394,592 Capital and general reserves - 1,908,050 Total members’ equity 70,032,744 24,931,959

*The Company initially applied AASB 16 Leases at 1 July 2019. Under the transition method chosen, comparative information has not been restated.

The statement of financial position is to be read in conjunction with the notes to the financial statements set out pages 10 to 27.

Tennis New South Wales Limited Statement of cash flows For the year ended 30 June 2020

Note 2020 2019 Cash flows from operating activities Cash receipts from customers 5,392,239 4,734,594 Cash receipts from Government 739,850 55,029,779 Cash paid to suppliers and employees (11,408,870) (5,578,946) Interest received 1,099 1,861 Net cash (used in)/ from operating activities 21a (5,275,682) 54,187,288

Cash flows from investing activities Dividends and interest received relating to investments 750,251 963,477 Proceeds from investments 3,398,444 3,298,122 Purchases of investments (3,032,009) (2,013,545) Payments for investment management (95,605) (94,056) Proceeds from cash accounts held for provisions 270,000 - Acquisition of property, plant and equipment 13 (47,604,658) (4,111,645) Net cash (used in) investing activities (46,313,577) (1,957,647)

Cash flows from financing activities Lease payments (principal and interest) (192,117) - Net cash (used in) financing activities (192,117) -

Net (decrease)/increase in cash and cash equivalents (51,781,376) 52,229,641 Cash and cash equivalents at 1 July 52,997,882 768,241 Cash and cash equivalents at 30 June 21b 1,216,506 52,997,882

The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 10 to 27.

Tennis New South Wales Limited Notes to the financial statements

1. Reporting entity Tennis New South Wales Limited (the “Company”) is a company domiciled in Australia. The Company is a company limited by guarantee. The address of the Company’s registered office is: Sydney Olympic Park Tennis Centre 1 Rod Laver Drive Sydney Olympic Park, NSW

The Company is a not for profit entity and the principal activities of the Company during the course of the financial year were the promotion and development of the game of tennis in New South Wales.

2. Basis of preparation (a) Statement of compliance The financial statements are Tier 2 general purpose financial statements which have been prepared in accordance with Australian Accounting Standards – Reduced Disclosure Requirements issued by the Australian Accounting Standards Board and the Corporations Act 2001 as appropriate for not-for-profit oriented entities. These financial statements comply with Australian Accounting Standards – Reduced Disclosure Requirements. This is the first set of the annual financial statements in which AASB 15 Revenue from Contracts with Customers, AASB 1058 Income of Not-for-Profit Entities, and AASB 16 Leases has been applied. Changes to significant accounting policies are described in Note 3 (p). The financial statements were approved by the Board of Directors on 6th October 2020.

(b) Basis of measurement The financial statements have been prepared on the historical cost basis except for financial instruments and trading investments which are measured at fair value.

(c) Functional and presentation currency The financial report is presented in Australian dollars, which is the Company’s functional currency.

(d) Use of estimates and judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

(e) Comparatives Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current year financial information.

(f) Going concern As noted in Note 25, the Company is reliant upon Tennis Australia and receives grant funding that forms an integral part of the funding required for the Company to achieve its short and long term objectives. As part of the directors’ consideration of the appropriateness of adopting the going concern basis in preparing the financial statements, a range of scenarios have been reviewed. The assumptions modelled are based on the estimated potential impact of COVID-19 restrictions and regulations, along with our proposed responses over the course of the next 12 months. These include a range of estimated impacts primarily based on length of time various levels of restrictions are in place and the severity of the consequent impact of those restrictions on Tennis NSW Limited. In response, the Company has introduced cost control measures and other actions to preserve the cash position of the Company going forward. In the event that grant funding from Tennis Australia Limited should cease, or be reduced, it is the view of the officers that the Company would still be able to continue meeting the above objectives, albeit to a lesser extent. The Directors have concluded that it is appropriate that these financial statements are prepared on a going concern basis, taking regard of the above and while acknowledging the uncertainties around forecasting financials in the COVID-19 environment. The Directors acknowledge that such uncertainties do not represent material uncertainties related to going concern.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (a) Financial instruments The principal accounting policies adopted in the preparation of the financial report are set out below. Other than adoption of AASB 15, AASB 1058 and AASB 16, refer Note 3 (p), these have been consistently applied to all periods presented in these financial statements (i) Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument, and are measured initially at fair value adjusted by transaction costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

(ii) Classification and subsequent measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:  Amortised cost  Fair value through profit or loss (FVPL)  Equity instruments at fair value through other comprehensive income (FVOCI) All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Classifications are determined by both:  The Company’s business model for managing the financial asset  The contractual cash flow characteristics of the financial assets All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables, which is presented within other expenses.

(iii) Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):  They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows  The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables fall into this category of financial instrument as well as long-term deposits that were previously classified as loans and receivables under AASB 139. The Company do not hold any financial assets at FVOCI.

(iv) Loans and receivables Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

(a) Financial instruments (continued) (v) Non-derivative financial liabilities The Company has the following non-derivative financial liabilities: trade and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

(b) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost or deemed cost less accumulated depreciation (see below) and accumulated impairment losses. The cost of property, plant and equipment at 1 July 2004, the date of transition to AASBs, was determined by reference to its cost at that date. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

(ii) Subsequent costs Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. Ongoing repairs and maintenance are expensed as incurred.

(iii) Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.

The estimated useful lives in the current and comparative periods are as follows:  Leasehold Buildings and Stands 10 - 25 years  Australian Tennis Museum (ATM) 10 - 20 years  Plant and Equipment 3 - 20 years  Clay Courts 10 years  Leasehold Powells Creek 10 years  SOPTC Grounds 10 - 20 years  KRA Leasehold Improvements 20 - 25 years

The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

(c) Intangible assets (i) Recognition and measurement Intangible assets that are acquired by the Company, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

(c) Intangible assets (continued) (ii) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

(iii) Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of intangible assets, other than goodwill, from the date they are available for use. The estimated useful life for the current and comparative periods are as follows:

 Leases - 25 years

Amortisation methods, useful lives and residual values are reviewed each reporting date and adjusted if appropriate.

(d) Impairment (i) Financial assets (including receivables) AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses - the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements include loans and other debt-type financial assets measured at amortised cost. The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

(ii) Non-financial assets The carrying amounts of the Company’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

(e) Employee benefits (i) Long-term employee benefits The Company’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth Government bonds at the balance sheet date which have maturity dates approximating to the terms of the Company’s obligations.

(ii) Short-term benefits Liabilities for employee benefits for wages, salaries and annual leave represent present obligations resulting from employees’ services provided to reporting date and are calculated at undiscounted amounts based on wage and salary rates that the Company expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(f) Income received in advance The liability for income received in advance is the unutilised amounts of grants/other revenue received on the condition that specified services are delivered or conditions are fulfilled. The services are usually provided or the conditions usually fulfilled within 12 months of receipt of the grant. Where the amount received is in respect of services to be provided over a period that exceeds 12 months after the reporting date or the conditions will only be satisfied more than 12 months after the reporting date, the liability is discounted and presented as non-current.

(g) Provisions A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the time value of money and the risks specific to the liability.

(h) Revenue and other income Revenue and other income policy after 1 July 2019 (i) Revenue recognition policy for revenue from contracts with customers (AASB 15) AASB 15 requires revenue to be recognised when control of a promised good or service is passed to the customer at an amount which reflects the expected consideration. The customer for these contracts is the fund provider. Revenue is recognised by applying a five-step model as follows:

1) Identify the contract with the customer 2) Identify the performance obligations 3) Determine the transaction price 4) Allocate the transaction price 5) Recognise revenue

Generally, the timing of the payment for sale of goods and rendering of services corresponds closely to the timing of satisfaction of the performance obligations, however where there is a difference, it will result in the recognition of a receivable, contract asset or contract liability. None of the revenue streams of the Company have any significant financing terms as there is less than 12 months between receipt of funds and satisfaction of performance obligations. Costs are recognised on an accrual basis.

Grant income from Government Grant income arising from an agreement which contains enforceable and sufficiently specific performance obligations is recognised when control of each performance obligations is satisfied. This is generally the case for the monies from the Government and the performance obligations are varied based on the agreement. Within grant agreements there may be some performance obligations where control transfers at a point in time and others which have continuous transfer of control over the life of the contract. Where control is transferred over time, generally the revenue is recognition based on either cost or time incurred

which best reflects the transfer of control. Tennis New South Wales Limited Notes to the financial statements 3. Significant accounting policies (continued) (h) Revenue and other income (continued) Affiliation fees Revenue from affiliation fees is recognised in the profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to the period to which membership relates.

Venue hire Revenue from venue hire is recognised in the profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to the period to which venue hire relates.

(ii) Revenue recognition policy for revenue streams which are either not enforceable or do not have sufficiently specific performance obligations (AASB 1058) Grant income Assets arising from grants in the scope of AASB 1058 are recognised at their fair value when the asset is received. These assets are generally cash but may be property which has been donated or sold to the Company at significantly below its fair value. Once the asset has been recognised, the Company recognises any related liability amounts. Subsequent to recognition of the assets and liabilities, income is recognised for any difference between the recorded amounts.

Volunteer services The Company has elected not to record volunteer services in the financial statements. Volunteer services received relate to accounting, human resources, legal and information technology resources from Tennis Australia, as well as volunteers assisting in the organising and running of tennis events throughout NSW.

(iii) Significant estimates and judgements relating to revenue For many of the grant agreements received, the determination of whether the contract includes sufficiently specific performance obligations was a significant judgement involving discussions with several parties at the Company, review of the proposal documents prepared during the grant application phase and consideration of the terms and conditions. Grants received by the Company have been accounted for under both AASB 15 and AASB 1058 depending on the terms and conditions and decisions made. If this determination was changed then the revenue recognition pattern would be different from that recognised in this financial report. (iv) Revenue and other income policy prior to 1 July 2019 Sale of goods Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Rendering of services Revenue from services rendered is recognised in the profit or loss in proportion to the stage of completion of the transaction at reporting date. The stage of completion is assessed by reference to surveys of work performed. Reciprocal grants Grants received on the condition that specified services should be delivered or conditions fulfilled are considered reciprocal. Such grants are initially recognised as a liability and revenue recognised as services are performed or conditions fulfilled. Non-reciprocal grants Where a grant is received where there is no performance obligation or return obligation, revenue is recognised when the grant is received or receivable.

Tennis New South Wales Limited Notes to the financial statements 3. Significant accounting policies (continued) (i) Leases The Company has applied AASB 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under AASB 117 and AASB Interpretation 4.

Policy applicable from 1 July 2019 At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company uses the definition of a lease in AASB 16. This policy is applied to contracts entered into, on or after 1 July 2019.

(i) As a lessee Initial recognition and measurement At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative standalone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right- of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following:  fixed payments, including in-substance fixed payment;  variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;  amounts expected to be payable under a residual value guarantee; and  the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Company presents right-of-use assets that do not meet the definition of investment property in property, plant and equipment and lease liabilities in loans and borrowings in the statement of financial position.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

(i) Leases (continued) Short-term leases and leases of low-value assets The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. At inception or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

(ii) Practical expedient for COVID-19 rent concessions During the reporting period, the Company negotiated with its property lessors a rent relief and deferral arrangement applicable to 19.5% of the monthly rental, effective from 1 April 2020 until 30 September 2020. AASB 16 provides a practical expedient for rent concessions that meet specified criteria. The rent concession arrangements provided to the Company met the necessary criteria. As a consequence of applying the practical expedient to these concession, the Company recognised a gain of $23,179 in the profit or loss for the reporting period.

Policy applicable before 1 July 2019 (i) Operating lease payments This policy is applied to contracts entered into before 1 July 2019. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

(j) Finance income and costs Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, in profit or loss using the effective interest method.

(k) Income tax The income of the Company is exempt from income tax, and accordingly, no provision has been made in the accounts for income tax payable.

(l) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(m) New accounting standards and interpretations not yet adopted There are no standards or amendments that have been issued but not yet effective that are expected to have a significant impact on the Company. The Company has not adopted, and currently does not anticipate adopting any standards prior to their effective dates.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

(n) Determination of fair values A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities  Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly or indirectly

 Level 3: unobservable inputs for the asset or liability Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(o) Trade and other receivables For receivables with a remaining useful life of less than one year, the notional amount is deemed to reflect the fair

value. All other receivables are discounted to determine the fair value.

(p) Changes in significant accounting policies The Company has initially applied the below standards from 1 July 2019. A number of other new standards are also effective from 1 July 2019 but they do not have a material effect on the Company’s financial statements.

AASB 16 Leases The Company has applied AASB 16 Leases from 1 July 2019 using the modified retrospective approach, under which the cumulative effect of initial application is recognised in retained earnings at 1 July 2019. Accordingly, the comparative information presented for the year ended 30 June 2019 is not restated – i.e. it is presented, as previously reported under AASB 117 and related interpretations. The details of the changes in accounting policies are disclosed below. Additionally, the disclosure requirements in AASB 16 have not generally been applied to comparative information.

(i) Definition of a lease At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(ii) As a lessee As a lessee, the Company leases a few assets mainly consisting of property and equipment. The Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under AASB 16, the Company recognises right-of-use assets and lease liabilities for these leases – i.e. these leases are on-balance sheet.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate.

Tennis New South Wales Limited Notes to the financial statements

3. Significant accounting policies (continued)

Changes in significant accounting policies (continued) (p) (iii) Leases classified as operating under AASB 117 Previously, the Company classified property leases as operating leases under AASB 117. On transition, for these leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate as at 1 July 2019.

The Company used a number of practical expedients when applying AASB 16 to leases previously classified as operating leases under AASB 117. In particular, the Company:

 did not recognise right-of-use assets and liabilities for leases for which the lease term ends within 12 months of the date of initial application; and  did not recognise right-of-use assets and liabilities for leases of low value assets.

The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(iv) Impact on financial statements On transition to AASB 16, the Company recognised right-of-use assets and liabilities in respect to all leases to which it was a lessee, that had commenced as at that date, and that did not meet the necessary criteria to be classified as short-term or low value leases. The impact on transition is summarised below.

When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate at 1 July 2019.

On transition to AASB 16 on 1 July 2019, the Company recognised right-of-use assets of $3,366,876 and lease liabilities of $3,366,876. There was no impact to opening retained earnings.

1 July 2019 Right-of-use assets 3,366,876 Lease liabilities 3,366,876

When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate of 4% at 1 July 2019. The impact of AASB 16 on the Company’s profit or loss for the period is disclosed in Note 14 to these financial statements. 1 July 2019 Operating lease commitments at 30 June 2019 as disclosed under AASB 117 in the Company’s financial statements - Plus: cash flow implications of reassessment of lease term 5,333,488 5,333,488 Discounted using the incremental borrowing rate at 1 July 2019 3,366,876 Finance lease liabilities recognised at 30 June 2019

- Recognition exemption for leases of low-value assets - - Recognition exemption for leases with less than 12 months of lease term at transition - Lease liabilities recognised at 1 July 2019 3,366,876

Current lease liabilities 83,324

Non-current lease liabilities 3,283,552 Total lease liabilities at 1 July 2019 3,366,876

Tennis New South Wales Limited Notes to the financial statements

4. Revenue 2020 2019

Revenue from contracts with customers – AASB Note 15 Revenue from Contracts with Customers Affiliation and membership revenue 742,718 716,052 Sponsorship revenue 168,486 129,936 Tournaments and competitions revenue 387,705 314,936 Venue revenue 763,940 385,029 Other revenue 83,256 79,158 2,146,105 1,625,111 Revenue recognised under AASB 1058 Income of NFP Entities Government funding - capital 24 46,862,072 4,080,427 Government funding - operating 107,495 80,000 Government COVID-19 support (JobKeeper & Cash Flow Boost) 735,096 - Tennis Australia funding 3,497,803 3,409,596 51,202,466 7,570,023

Total revenue 53,348,571 9,195,134

5. Other expenses

Net surplus includes the following specific expenses: Depreciation expense Plant and equipment 74,595 72,137 Leasehold buildings and stands 170,891 151,646 SOPTC grounds 12,735 11,075 Leasehold Powells Creek - 1,335 Clay courts 14,025 14,025 Australian Tennis Museum assets 1,420 7,016 KRA leasehold improvements 1,022,378 - Leases 135,419 - Amortisation of intangibles 199,992 199,992 SOPA levies - 217,441 Maintenance expenditure 38,642 108,665 Utilities 70,712 61,078

6. Net finance (costs)/income

Interest income on bank deposits 1,099 1,861 Investment income on investments at fair value through profit or loss 745,016 734,942 Net realised change in fair value of investments through profit or loss 40,931 478,022 Investment impairment - 67,997 Finance income 787,046 1,282,822

Investment management fees (95,605) (94,056) Net unrealised change in fair value of investments through profit or loss (1,242,040) (656,087) Interest on lease liabilities (130,352) - Finance costs (1,467,997) (750,143) Net finance (costs)/income (680,951) 532,679

7. Auditors’ remuneration Auditors of the Company Nexia Sydney Partnership Audit of financial reports and ancillary charges 34,000 33,000 34,000 33,000 Tennis New South Wales Limited Notes to the financial statements 8. Cash and cash equivalents 2020 2019

Bank balances 1,130,545 530,681 Cash on hand - 650 Deposits at call 19,360 52,466,551 Cash investments 66,601 - Total cash and cash equivalents - operations 1,216,506 52,997,882 Cash held for provisions (*) Sinking Fund Cash account 7,423 274,512 Other cash accounts held for provisions 14,495 14,349 Cash and cash equivalents 1,238,424 53,286,743 (*) Refer Note 19 for related provisions

9. Trade receivables and other receivables

Trade receivables 282,716 176,944 Investment income receivable 367,549 327,338 Other receivables 226,231 101,735 876,496 606,017

10. Other Assets

Prepayments 26,769 63,946 26,769 63,946

11. Financial assets

Managed investments designated as fair value through profit or loss 12,081,997 12,340,210 Listed investments designated as fair value through profit or loss 4,372,311 4,904,199 Cash investments - 822,889 16,454,308 18,067,298

12. Intangible Assets

Capitalised leasehold costs 7,153,875 7,153,875 Less: Provision for amortisation (6,709,992) (6,510,000) 443,883 643,875

Tennis New South Wales Limited Notes to the financial statements

13. Property, plant and equipment

Leasehold Plant and Clay SOPTC ATM Leasehold Construction in KRA Leasehold Buildings Equipment Courts Grounds Assets Powell’s Progress Improvements Total and Stands Creek Cost Balance at 1 July 2018 2,750,590 1,191,606 342,094 155,913 378,282 110,781 - - 4,929,266 Transferred in from WIP ------Reclassification ------Additions - 31,219 - - - - 4,080,427 - 4,111,646 Transferred out from WIP ------Balance at 30 June 2019 2,750,590 1,222,825 342,094 155,913 378,282 110,781 4,080,427 - 9,040,911

Balance at 1 July 2019 2,750,590 1,222,825 342,094 155,913 378,282 110,781 4,080,427 - 9,040,911 Transferred in from WIP ------Reclassification ------Additions 454,420 3,541 - 85,735 - - - 47,060,962 47,604,658 Transferred out from WIP ------(4,080,427) 4,080,427 - Balance at 30 June 2020 3,205,010 1,226,366 342,094 241,648 378,282 110,781 - 51,141,389 56,645,569

Accumlated

depreciation/amortisation Balance at 1 July 2018 (947,585) (662,074) (228,044) (76,874) (362,595) (109,446) - - (2,386,618) Depreciation charge for the year (151,646) (72,137) (14,025) (11,075) (7,016) (1,335) - - (257,234) Balance at 30 June 2019 (1,099,231) (734,211) (242,069) (87,949) (369,611) (110,781) - - (2,643,852)

Balance at 1 July 2019 (1,099,231) (734,211) (242,069) (87,949) (369,611) (110,781) - - (2,643,852) Depreciation charge for the year (170,891) (74,595) (14,025) (12,735) (1,420) - - (1,022,378) (1,296,044) Balance at 30 June 2020 (1,270,122) (808,806) (256,094) (100,684) (371,031) (110,781) - (1,022,378) (3,939,896)

Carrying amounts

At 1 July 2018 1,803,005 529,532 114,050 79,039 15,687 1,335 - - 2,542,648

At 30 June 2019 1,651,358 488,614 100,025 67,964 8,671 - 4,080,427 - 6,397,059

At 1 July 2019 1,651,358 488,614 100,025 67,964 8,671 - 4,080,427 - 6,397,059

At 30 June 2020 1,934,887 417,560 86,000 140,964 7,251 - - 50,119,011 52,705,673

Tennis New South Wales Limited Notes to the financial statements

14. Right-of-use assets (i) Amounts recognised within the statement of financial position 2020 2019

Property 3,392,022 - Additions to right-of-use assets - - Depreciation charge for the year (131,627) - 3,260,395 -

Equipment 28,541 - Additions to right-of-use assets - - Depreciation charge for the year (3,792) - 24,749 -

Total right-of-use assets 3,285,144 -

The Company leases a property and a photocopier. The property, Sydney Olympic Park Tennis Centre, runs until 2044, assuming all extension options will be exercised. The printer lease operates until 2024 and has no extension options.

(ii) Amounts recognised within the statement of profit or loss and other comprehensive income

2020 – Leases under AASB 16 Property Equipment Total Interest on lease liabilities 129,661 691 130,352 129,661 691 130,352

2019 – Leases under AASB 117 2019 Lease expense - -

The Company paid $217,441 for its use of Sydney Olympic Park Tennis Centre in 2019. These payments were disclosed as ‘SOPA levies’ within other expenses.

15. Trade payables and other payables 2020 2019

Trade payables 84,639 1,358,422 Other payables and accrued expenses 1,224,648 698,194 1,309,287 2,056,616

16. Employee benefits Current Provision for long-service leave 51,596 58,404 Provision for annual leave 128,163 167,839 179,759 226,243

Non-current Provision for long-service leave 72,296 58,057 72,296 58,057

Tennis New South Wales Limited Notes to the financial statements

17. Income received in advance 2020 2019

Affiliation & memberships 854 302,266 Government grant income - 46,590,387 Other income - 21,235 854 46,913,888

18. Other liabilities

GST net liability 32,801 4,370,331 Payroll related accruals 45,417 118,983 78,218 4,489,314

19. Provisions

Sinking Fund liability 7,425 274,512 Provision for SOPTC Sinking fund - 100,000 Other provisions 14,495 14,349 21,920 388,861 20. Lease liabilities Current Property 68,680 - Equipment 5,409 - 74,089 -

Non-current Property 3,241,891 - Equipment 19,639 - 3,261,530 -

Total lease liabilities 3,335,619 -

Tennis New South Wales Limited Notes to the financial statements

21. Reconciliation of cash flows from operating activities and Cash and cash equivalents

(a) Cash flows from operating activities Note 2020 2019

Surplus for the period 44,730,786 1,919,666 Adjusted for: Depreciation and amortisation 1,631,455 457,229 Lease interest 130,352 - (Gain) on disposal of investments (40,931) (478,022) (Gain) on rent concession (23,179) - Unrealised loss on financial assets 1,242,040 656,087 Investment impairment - (67,997) Investment income received or receivable (649,411) (640,886) Operating surplus changes in working capital and provisions 47,021,112 1,846,077

Change in trade and other receivables (230,268) (182,366) Change in income received in advance (46,913,034) 46,449,216 Change in trade and other payables (820,895) 1,792,687 Change in other assets 37,177 (49,551) Change in net GST payable (4,337,530) 4,302,389 Change in provisions and employee benefits (32,245) 28,836 Net cash (used in)/from operating activities (5,275,682) 54,187,288

(b) Cash and cash equivalents

Bank balances 1,130,545 530,681 Cash on hand - 650 Deposits at call 19,360 52,466,551 Cash investments 66,601 - Cash and cash equivalents in the Statement of cash flows 8 1,216,506 52,997,882

22. Other related party transactions

The Company, being an Associate member of Tennis Australia (TA), receives shared services benefits from TA. These benefits include accounting, human resources, legal and information technology resources. These services were provided for nil consideration. The Directors of the Company act on an honorary basis. The key management personnel for Tennis New South Wales includes the CEO and Senior Management. During the period, the Company instigated a restructure, which increased the number of key management personnel and compensation for the period. The compensation paid, payable or provided in short term retirement and other long terms benefits is $930,954 (2019: $629,303). Tennis Australia have contributed 50% of Tennis New South Wales CEO’s salary due to his role as ATP Cup Sydney General Manager.

Tennis New South Wales Limited Notes to the financial statements

23. Contingent Liabilities

(a) Sydney Olympic Park Tennis Centre

Tennis NSW occupies Sydney Olympic Park Tennis Centre (SOPTC) under lease from Sydney Olympic Park Authority (SOPA) for a total term of 40 years, including extensions. The lease provides that Tennis NSW will hold the "Tennis NSW SOP Tennis Centre Sinking Fund" for and on behalf of SOPA, on terms and conditions set out in the lease. The lease provides that as and from year 11 of the lease term (year ending 30 June 2010) Tennis NSW will pay the annual "Base Contribution" of $50,000 to the SOP Sinking Fund, subject to Tennis NSW generating sufficient "Available Cash" to enable it to do so.

If in any financial year insufficient "Available Cash" is generated to enable the "Base Contribution" to be paid, any deficiency is accumulated as a "Carried Forward Contribution”. As a result of Tennis NSW performance this financial year, there is a contingent liability of $150,000 (2019: $100,000) being three years of “Carried Forward Contribution.”

On an ongoing basis, the lease provides for the payment of an "Annual Contribution" which is defined as meaning “for each financial year of Tennis NSW, the lesser of the Base Contribution plus the Carried Forward Contribution, and Available Cash". In this regard "Available Cash" means “for each financial year of Tennis NSW the surplus cash available from such financial year, being the net operating profit of Tennis NSW after tax, adjusted to exclude "defined" non-cash items". At the end of the 2019 financial year there was insufficient “Available Cash” to facilitate a transfer to the Sinking Fund Liability during 2020.

During the 2014 financial year, SOPA and Tennis NSW executed a Venue Maintenance Deed (VMD) which varied the SOPA lease with Tennis NSW, with the following effects:

a. The Grassroots & Facilities Reserve Fund (“GFRF”) assets are quarantined from the other assets of Tennis NSW and are not accessible to meet the Maintenance Obligations under the lease, and

b. The earnings of the Grassroots & Facilities Reserve Fund (“GFRF”) are excluded from the determination of “Available Cash" for any year from the date of the Deed.

c. If Tennis NSW generates no “Available cash”, or insufficient “Available Cash”, to meet the Maintenance Obligations, SOPA releases Tennis NSW from such obligations.

As a consequence of entering into the VMD, the Board of Tennis NSW has determined that Tennis NSW’s obligations under the lease in respect to the period subsequent to entering into the VMD should be identified as Contingent Liabilities of the company as they are contingent upon Tennis NSW generating sufficient "Available Cash", as defined, to meet the maintenance obligations referred to above.

Tennis New South Wales Limited Notes to the financial statements

24. Ken Rosewall Arena Grant

During 2019, the Company received $50,500,000 plus GST from Sydney Olympic Park Authority (SOPA) to be spent on redevelopment of the Ken Rosewall Arena (KRA) mainly for the construction of a light weight roof over the KRA and the competition courts. The grant received had attached conditions and was for a specific purpose, hence was initially recognised as income in advance at fair value. The grant revenue was recognised as the grant requirements were completed or conditions were met.

Construction was completed in the current year, with the Company spending $46,662,072 towards the project. This has been capitalised as leasehold improvements and corresponding revenue has been recognised in the profit or loss as KRA project revenue. The Company is entitled to capitalise the leasehold improvement as an asset as it has control of the asset under the lease agreement with SOPA. This improved asset will enable the Company to generate additional revenue and derive economic benefit from this asset in future. The leasehold improvement asset is being amortised over the remaining term of the lease.

A breakdown of how the KRA grant has been represented in the financial statements is detailed below.

Note 2020 2019 Receipts: KRA project revenue 46,862,072 4,080,427 Income received in advance - Grant income 17 - 46,419,573 - Interest income 17 - 170,814 GST payable 18 - 4,278,965

Payments: Construction in progress 13 - (4,080,427) KRA project expenses (200,000) - Leasehold improvements 13 (47,060,962) -

Adjusted for non-cash items: Construction invoices unpaid 15 - 1,600,557 Overruns payable 15 398,890 Interest income receivable 9 - (21,751)

Cash 8 - 52,448,158

25. Tennis Australia Funding The Company, being an associate member of Tennis Australia Limited, receives grant funding from Tennis Australia Limited that forms an integral part of the funding required for the Company to achieve its short and long term objectives.

In the event that grant funding from Tennis Australia Limited should cease, or be reduced, it is the view of the officers that the Company would still be able to continue meeting the above objectives, albeit to a lesser extent.

26. Subsequent Events There have been no events subsequent to balance date, which would have a material effect on the Company’s financial statements.

Tennis New South Wales Limited Statement by the Directors

The directors of Tennis New South Wales Limited (‘the Company’) declare:

(a) the financial statements and notes set out on pages 6 to 27, are in accordance with the

Corporations Act 2001, including:

(i) giving a true and fair view of the Company’s financial position as at 30 June 2020 and its performance for the financial year ended on that date; and

(ii) complying with Australian Accounting Standards – Reduced Disclosure Requirements and the Corporations Regulations 2001;

(b) in the opinion of the directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the directors.

______K Warwick W Green President Chair of the Audit & Risk Committee

Dated at Sydney this 6th day of October 2020.

To the Board of Directors of Tennis New South Wales Limited

Auditor’s Independence Declaration under section 307C of the Corporations Act 2001

As lead audit partner for the audit of the financial statements of Tennis New South Wales Limited for the financial year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(b) any applicable code of professional conduct in relation to the audit.

Yours sincerely

Nexia Sydney Partnership

Joseph Santangelo Partner Sydney

Date: 6 October 2020

Independent Auditor’s Report to the Members of Tennis New South Wales Limited Report on the Audit of the Financial Report

Opinion We have audited the financial report of Tennis New South Wales Limited (the Company), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:

i) giving a true and fair view of the Company’s financial position as at 30 June 2020 and of its financial performance for the year then ended; and

ii) complying with Australian Accounting Standards - Reduced Disclosure Requirements and the Corporations Regulations 2001.

Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the ‘auditor’s responsibilities for the audit of the financial report’ section of our report. We are independent of the Company in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information The directors are responsible for the other information. The other information comprises the information in Tennis New South Wales Limited’s annual report for the year ended 30 June 2020, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of the other information we are required to report that fact On the date of this report we have not received the other information to be included in the annual report. We will review this information when it is available.

Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards - Reduced Disclosure Requirements and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibility for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at The Australian Auditing and Assurance Standards Board website at: www.auasb.gov.au/auditors_files/ar4.pdf. This description forms part of our auditor’s report.

Nexia Sydney Partnership

Joseph Santangelo Partner Dated: 6 October 2020

ANNEX 3

Director Elections – Nominee Statements

RON HEINRICH AM

Metro Nominee Statement

I have been a tennis player all my life and heavily involved in tennis club administration for over 45 years initially on the Committee of Nabaron Tennis Club on the Northern Beaches until it folded because we were unable to renew its sublease and for the past 12 years on Killara Lawn Tennis Club Ltd most recently as President for 4 years and prior to that as Club Captain for 5 years and before that as Treasurer and also for a term as Club secretary. I remain as the licensee of Killara Lawn Tennis Club Ltd.

I am interested in rebuilding the membership of all Tennis Clubs so that they have a diverse membership and are family friendly which we have done with success at Killara Lawn Tennis Club over the past 12 years. We have developed a business model with our court operator which has worked well for us.

I believe only if club tennis is strong will the sport of tennis in NSW be strong.

I have served as the honorary solicitor for Tennis Northern Beaches for over 45 years and more recently for Northern Suburbs Tennis Association.

As a result of this experience I am deeply aware of issues facing clubs and their Associations including issues of governance, premise, courts as well as the financial challenges for clubs and court operators I have extensive experience in working and negotiating with local councils, state and federal governments as well as with some of Sydney's larger tennis coaching operators including Inspire Tennis

I have been a partner in a major city law firm for nearly 50 years, am a professional company director and have a deep experience in both the law and corporate governance. I also have extensive business interests and currently Chair Assetlink Holdings Pty Ltd, The Intersales Group and am on the Boards of Harper Bernays and Farmlink.

Key strategic priorities:

Rebuilding the membership of clubs. junior participation in club tennis, inter-district and badge tennis and stopping the loss of tennis courts and the development of more courts for tennis play.

WAYNE PASCOE

Metro Nominee Statement

Ambition Based on our rich history of tennis participation and excellence, NSW should be the number 1 tennis State in Australia. It is therefore the obligation of the Tennis NSW board to build a strategy that ensures we achieve this goal. My experience and achievements in both tennis and business will add value to the Tennis NSW board and my commitment to our Members is to help us aggressively pursue this ambition for both metropolitan and country regions.

Background Tennis - I have always played comps at my local club, was lucky enough to play professionally from 1979-1982, reaching the last 16 of Wimbledon doubles in 1981 and still play Seniors tennis representing Australia 8 times in the last 15 years. To help grow the sport, I served on the Northern Suburbs Tennis Association committee from 2009-2010 and the Tennis NSW board from 2011-2018.

Business - for the last 21 years, I have owned a property advisory practice and understand the issues around running a small business. Prior to this, I was a senior executive in a multinational property group Colliers International, and for 4 years was managing director of Colliers Philippines reporting to the board in Hong Kong. Tennis NSW Board experience My previous time on the board from 2011-2018 was both rewarding and challenging. Rewarding, as we made many changes designed to help Tennis NSW members be more successful in attracting tennis players. Some of these changes were 1. Revising the constitution to provide a fairer voting system for country and metropolitan 2. Greater funding from Tennis Australia so we could provide improved support to our Members 3. Refocusing of the strategic plan to emphasise the 3 key drivers - Clubs, Coaches and Councils 4. After a 13 year absence, the re-introduction of the Tennis NSW awards night

Challenging because of the ramifications from the Royal Commission Report of 2017. This has now been resolved so all Tennis NSW Members, Board and staff can now work collaboratively together to make NSW the strongest tennis State in Australia. Next 3 years Key strategic priorities for the next 3 years 1. To make tennis more accessible for every person in NSW 2. To listen to our members and develop a new 3-4 year Strategic Plan based on the needs of all stakeholders 3. To ensure we have the right people, resources and focus to help our clubs, coaches and councils work together to increase the number of people playing and enjoying tennis 4. To develop strategies that recognise the differences between Metro and Country

Implementing change requires a board that works together. Passion for tennis is not enough to make things happen. My whole life has been focused on tennis as both a player and an administrator, and in combination with my business skills, these attributes will make a difference to the Tennis NSW board. RICHARD PRICE Metro Nominee Statement

I am passionate about the Sports and Recreation industry and making a genuine impact on people’s lives. I am currently a registered trainee tennis coach assisting Special Olympic participants on a weekly basis.

My desire to nominate as a Board member is to give back to Tennis a sport that has given me both friendships for life and employment opportunities. I am excited by the opportunity to support the Vision 2021 and purpose “To get more people playing tennis more often” While I am a tennis enthusiast, growing up playing the game competitively in Ireland at School and Inter- Club level and at University in Wales. I feel my broad international lens coupled with my previous and existing employment experience working across multiple sports and recreation products and peak bodies, provides Tennis NSW Board and the members with a well-rounded and diverse Board applicant.

I will add value through my deep experience of sports management coupled with my grass roots knowledge of not only operating 6 tennis facilities in Sydney but also by attending monthly Board meetings with the Chatswood Tennis Club Board (NSW 2018 Club of the Year).

In terms of the wider tennis community I have broad experience and understanding of both Regional and Metro Local Government Areas (LGA’s) including deep experience with Broken Hill, Singleton, Taree and numerous City LGA’s including the City of Sydney. Therefore, I have a thorough appreciation of the challenges facing regional recreation participation and will represent the whole of the NSW Tennis Community not only Sydney metro.

Finally, I feel with the economic landscape rapidly changing I am well placed as evidenced by my YMCA experience in navigating both financial and reputational crisis to assist the Board and CEO navigate what will be a very challenging period.

Key strategic priorities:

a. Maintain profitability as we continue to navigate uncertain social and economic times. b. Deepen relationships with Local Government Authorities with the view of protecting existing tennis facilities and also supporting business cases to develop new-facilities such as the Heffron Park Tennis Centre in Randwick City Council. c. Enhance coach and volunteer’s employment pathways and career development. d. Support technology and innovation solutions to deliver enhanced customer experiences. e. Advocate to improve the physical literacy of children to reduce the Australian childhood obesity epidemic (continue to Get More People Playing Tennis More Often). f. Develop Access and Inclusion pathways and participation ensuring tennis is a game for all.

Mob: 0447 553 159 Email: [email protected]

GINETTE PORTEOUS

Metro Nominee Statement

Tennis has had a profound impact on my life. It has opened doors for me, provided new friendships, given me challenges and presented opportunities. I love tennis for the life-lessons it gives us, the health and fitness benefits it provides and the social capital it creates. It is the glue that binds a community together. And that is why I remain a dedicated and committed volunteer to the sport.

I care about the future of tennis - but I’m not a politician. I am a grassroots tennis person, a doer and a problem solver who wants to see our sport thrive. I want to see more being done for and by our sport. I am standing for the board because I want every member of the NSW tennis community to have their voice heard.

I see our sport from many different angles. I have played tennis all my life - from state-ranked junior through to current Badge competition player. I have trained and served as a court official and tournament director, organising JDSs, high performance junior leagues and UTR events. I am a qualified tennis coach and worked in the UK, France and USA.

At Kooroora, I serve as club captain, constantly exploring new opportunities and looking for ways to increase our member engagement. This sits alongside the realities of community club management: facility maintenance, lease renegotiations and legal compliance.

For the past 10 years, I have also been a tennis parent – living and breathing tournaments, ranking points, state selection squads and development pathways. It was a huge commitment financially, physically, and emotionally, but a journey I would repeat in a heartbeat. Finally, I have served in a consultancy capacity to our great sport, advising on competition formats and the build of national and state-wide competition pathways.

Outside of tennis, I worked in global infrastructure and structured finance for over 25 years as Director and Head, specialising in start-ups, new products, and emerging markets. I am a graduate and member of the Australian Institute of Company Directors and hold a Master of Commerce and Bachelor of Economics. I have served as chair, director, and committee member for a variety of associations, industry working groups and companies and was previously on the TNSW board from 2013-2017.

There are three main focus areas I see critical to our long-term stability and success: 1. Growing and developing our sport focussing on retention as well as recruitment, 2. Best practise governance aligned with community needs and emerging opportunities, and 3. TNSW culture and strategy - a direct board responsibility.

If elected, I would bring to the board diversity and depth of experience and knowledge, both within and outside of tennis. I would bring marketing, legal, finance, strategy and governance skills together with a thorough understanding of grassroots tennis. I understand the junior development player pathway and the commitment needed to progress to the highest level in today’s world.

Respecting the past, I would work for our future. I would be honoured to have your support. E: [email protected] M: 0416 671 579

ROBERT NIENHUIS

Court Operator Nominee Statement

In 2017 a devastating fire destroyed our tennis Clubhouse in Terranora NSW and you may recall Lawrence Robertson brought this to your attention on television during the 2018 Sydney International where he presented a cheque of $10,000 to me on behalf of the Tennis NSW Board to assist us in rebuilding our Clubhouse. The tennis club will be forever grateful for this act of generosity and kindness by the board members.

After having spent 12 years of my life experiencing the generosity of the public and the tennis community, building the Joan Nicoll Tennis Centre then having to spend another 2 years to rebuild the Clubhouse, I believe it is time to offer my lifetime experience involved with tennis along with my professional Project Director & Project Manager experience to the Board of Tennis NSW.

I have over 55 years' experience in playing tennis having started playing at the age of six and I consider myself a tennis tragic as I am still playing club level fixtures to this day. I enjoy both the game of tennis and the fellowship of the tennis community.

I have been the President of the Tennis Terranora Inc. club for the past 16 years whilst also being the President of the Tweed District Tennis Association for the past 12 of those 16 years. I was also the Country Director for the Upper NE Committee of Tennis NSW from 2004-2006 and I recently became the Chair of the NE Committee Tennis NSW.

For the past 25 years I have been the Managing Director of my own Project Director and Project Management Consultancy business specialising in the development of Government implementation plans, Government funding options and redevelopment of Hospitals and Medical Facilities. I believe I will bring a wealth of experience to the Board of Tennis NSW and the wider tennis Community as it is time for me to give back to all of Tennis NSW after you all generously rallied to rebuild our Clubhouse. My key strategic priorities are straight forward: • Listen, consult and collaborate with the Coaches/Operators of all Tennis venues in NSW. • Utilising my vast knowledge in the construction industry and dealing with government departments, help to revitalise, refresh and/or renew aging tennis facilities • Assist Court Operators with access to specialists that can write and submit grant applications tailored to meet your needs to improve your facilities. • Support Court Operators to get more people back on their tennis courts • Look at ways to improve the pathway for all tennis players to ensure that they can achieve the highest level of their ability • Look at ways to make tennis a career for more players via more partnerships and more sponsorship to provide more match play with more prize money. • Grass roots tennis in Australia is currently underfunded as a percentage of income compared to the USA, France and England and this imbalance needs to be addressed I would be honoured to be elected to the Tennis NSW Board to represent the Court Operators of NSW.

KIM WARWICK

Court Operator Nominee Statement

Three years ago, I nominated to join the TNSW Board for the following reasons: • Upgrade the competition pathway in Sydney, including a full review of the competition pathway in Australia. • Implement Universal Tennis Rating (UTR), a system similar to golf handicaps, so players of all skill levels and genders could play more often with a player of their ability making competitions enjoyable for all. Tennis Australia and UTR formed a partnership in 2019, allowing Australia's 2,500 clubs access to UTR. • Reinvigorate Sydney's Association model. By 2017 most clubs were not aligned within their areas. Sydney's association model needed overhauling, to help with the administration of competition tennis. Competition entries had diminished making for a less than ideal experience for players. TNSW commissioned Mike Mclaughlin Sports Consultancy to administrate a review and report back to management and the board. Mike consulted with the existing associations, Sydney's clubs and players, providing 15 recommendations. Completing further consultations throughout Sydney, TNSW concluded the best model was aligning with Sydney's local government areas. Landing on six regions, 13 tennis associations and a revamped Tennis Sydney Committee, TNSW now has the structure to make our game inviting once again. TNSW is conducting trials from term 4, 2020 through term 4, 2021. TNSW is confident beginning in 2022 that Tennis will have in place the best pathway for all players in Australia. Financed by fees paid to associations from players who enter competitions, the model is self-sustainable.

Other Improvements:

• Staffing levels at TNSW have increased rapidly over the last three years, mostly due to more funding from Tennis Australia. All of our staff are now highly qualified in their respective fields, enabling TNSW to provide professional services for all of our members.

• Communication. TNSW now has many forms of communication available to broadcast information. Our website has all Member information available through a cleaner design and fixed broken links. Apart from email, TNSW now uses our Facebook page, LinkedIn and text messaging for communications. During COVID, these channels were critical to our members obtaining the latest health and club guidelines. TNSW has been actively educating members on digital technologies, especially Book-a-Court and ways to broadcast club’s information to members immediately.

• Our financial position has remained stable during COVID, notwithstanding the challenges COVID has presented Tennis over the last six months. Due to constant communication with the Office of Sport, Tennis was able to offer a safe picture for Tennis, allowing clubs to continue operating through COVID albeit with minor restrictions.

If re-elected, my goals for the next three years are: • Complete the implementation of the tennis pathway and association model. • Make Country Tennis an attractive sport for everyone. • Capture more girls into Tennis. • Make our Sport attractive to all ethnicities. • Attract enthusiastic volunteers and who are proud to serve Tennis. • TNSW through the ATP Cup Legacy Fund, a partnership with the NSW Government, will spend $5M on ITF standard venues over the next three years, including club grants for minor upgrades. BRETT BEVAN Country Nominee Statement

I am the CEO of Charmhaven Tennis Centre, a role I have held since the 1June 2015. Since assuming the role of CEO, the center has grown 312% over 5 years. We have generated record income of $350,000 last financial year and achieved all this by focusing our efforts on grass roots tennis.

I want to bring this approach to the board and bring about much needed change, change that focuses on grass root tennis by looking at practical ways to engage with parts of the community that otherwise do not engage with us regularly and re- engage with those who have become so disillusioned they have stepped away.

We must increase diversity by increasing participation with aboriginal and multicultural populations including demographics not traditionally engaged with our sport. We must encourage younger generations to step forward and help lead our sport, I believe I can lead this generational change to build for the future.

The board must start embracing the whole of the state not just those who agree with it. We can start this by getting out of Homebush and into the regions, talking to our affiliates directly and hearing firsthand what is happening and by not being afraid of those with opposing ideas and suggestions.

MAKING HISTORY! It is no secret that I am a victim of Tennis's Institutional Sexual Abuse, having for 10 years of my childhood suffered at the hands of my offenders, this coupled with having also provided evidence at the royal commission into institutional abuse means I have a unique perspective into child protection and the need for much better leadership and policies surrounding it. If elected, I will be the first ever victim of Tennis's institutional sexual abuse to serve on the board. I believe this helps demonstrate that our sport has turned the page in respect to its historical record of hiding historical cases of sexual abuse and gives voice to all those victims who feel and continue to feel ignored.

VISION FOR THE FUTURE! In running for the board, I have a vision for our sport that includes increasing our social media engagement, a more comprehensive and better funded pathway for players, a vision the restores the trust of the board in the eyes of all our membership and greatly improves the communication from the board to our membership and finally I want to establish a direct line of communication between our membership and the board, so members can confidentially contact the board. I want to return to a grass roots approach that empowers each of our members to grow the sport within their own individual clubs, an approach that gives each member the tools and support necessary to achieve their goals and an approach where as a governing body we listen to what our members need and want instead of telling them what they need and want. If you have any questions about my vision or goals, please do contact me on 0422 395 884

ERROL CARNEY

Country Nominee Statement

My Name is Errol Carney, I am President of Wollongong District Tennis Association. I have many years involvement and interest in Tennis. I played as a child was elected to the role of South Coast PSSA Girls convenor/manager in 1985. I have been involved in multiple organisations since. I have vast experience in Carnival Organisation, Team Selection, Team Management, Meeting procedures, Marketing, Budgeting and Conflict Resolution. My very successful, enjoyable and fulfilling years as a School administrator has ceased but not my desire to be involved. After retiring from teaching in 2012 I realized I missed the excitement and challenges. There was a void in my life, I need the stimulation again. As a country parent travelling vast distances with my 4 children to District, Regional, State, National and International level tournaments I am well educated in the problems that country families face. Distance travelled, time taken, expenses incurred and access to top level coaching. These all need to be addressed more deeply. I firmly believe that the knowledge and skills I have gained and my proven commitment, dedication and love for over 36 years endows me with the credentials to be able to help guide Tennis NSW Country during these challenging times.

Leadership, Strategic Planning and Business Acumen

Tennis Wollongong, SCPSSA, and NSWCHS executive positions I have administered were all elected positions. This demonstrates my organizational and leadership attributes. Working individually and collaborating with others has enabled us to achieve target goals . I have shown respect for myself, others and sport in general my entire life.

I would be honoured to be the elected director for Country on the board of Tennis NSW

KAREN LITTLEJOHN

Country Nominee Statement

Thank you for the opportunity to nominate for the Country board member role of Tennis NSW. I have a great passion for tennis, having three children actively taking part in Junior development series through to junior tournaments and Australian Money ranked tournaments over the last fifteen years. I nominate for this role, as I am passionate about tennis and I feel I can contribute to raise the profile of tennis in NSW. I understand the issues faced by tennis families, and have developed strong relationships with coaches, players and parents, not only throughout South West NSW, but the greater tennis community. I have a detailed understanding of grassroots tennis, tournaments and competition environments. I have served as South West Secretary 2014-2017, 2018-present. I was also a member of the South West Regional committee, and a member of the organisational committee for the Riverina Open and Riverina Junior Open from 2014-2016. I am currently on the South West Tennis committee. I am the current secretary of the South Wagga Tennis Club.

I have a Masters of Business Administration. I am a member of the Australian Institute of Company Directors. I intend to complete the Australian Institute of Company Directors course in the near future. I am member of Women on Boards and a member of Women in Business Wagga Wagga. I serve on a women’s advisory board with our local state member of Parliament Dr Joe McGirr. I am also a member of the Australian Institute of Human Resources. I am an experienced board member, and have experience in board structure, business administration, marketing and event management. I am a current board member and Executive Officer for the Foundation for breast cancer care, a non for profit organisation, a role I have held since 2014. I am involved in policy development, developing strategy and responsible for marketing, fundraising and event management. I am a current board member of The Southern Sports Academy ,a role I have held for 4 years. I have organised large events for the Royal Australasian College of Surgeons and the Foundation for Breast Cancer Care. I am a director of a family mixed cattle/sheep and grain agricultural company, and a director of the Wagga Wagga Specialist Medical centre. I have knowledge and experience on contract negotiations and book keeping. I have experience in data management and research, working with the Royal Australasian College of Surgeons, Rural Craft group and BreastSurgAnz. Key strategic priorities include : • All clubs to formulate a strategic plan • All venues to have a formal coach/club agreement • Increase the number of hot shot courts at venues • Encourage more people to play tennis • Build and strengthen relationships with LGA’s • Improve communications and relationships with members • Invest in infrastructure to provide a world class high performance environment • All venues to offer book on line system Thank you.

Mob: 0427 295 247 Email: [email protected]

HELEN MAGILL

Country Nominee Statement

My involvement in tennis has been a lifelong journey of learning. I have always fine- tuned my performance and given utmost effort at whatever I choose to do. I've surrounded myself with talented people who continue to help me develop personally and professionally. 43 years ago I picked up a racquet and instantly loved the sport. I turned to coaching and believe I found my calling. 37years on, I continue to love what I do. President, Tournament Director, Publicity Officer and working with Local Government to build 'my' sport locally are just a few of my key volunteer roles. I added Referee to my portfolio along with Central West Regional affairs some 25 years ago and from there saw an opportunity to build a strong rapport with ABC Radio and Regional Media platforms to ensure tennis is on people’s minds at every opportunity in Country NSW.

I'm in the coalface of the tennis landscape through clubs, schools, tournaments and coaching and most importantly I'm prepared to listen.

There are transitioning generations involved in our game and also a revolving door of families who come into our sport but sadly leave shortly after and we need people who understand what drives these diverse groups. I want to lead, motivate and give everyone the opportunity to connect to tennis and enjoy everything our great game has to offer for a lifetime.

I am passionate about the growth and development of tennis and want it to be the No.1 sport in NSW. My 3 years on the Board has been a huge challenge but always mindful our job is to create the future, not mind the shop, and there's so much more to achieve. I am supporting a coach traineeship program especially in regional areas where we need young people and their families to recognize tennis coaching is a career choice. I'm passionately part of a team building strategies and frameworks for a diverse range of programs to encourage women and girls across a broad demographic to engage in, and connect to our sport. I am also an advocate to see a change to affiliation. Implementing a value proposition affiliation model which identifies a more customised and tailored experience, members will understand the value of the suite of products and services that are available through TNSW, and choose according to what best suits their needs.

Finally, I'm involved in the Tennis Country review where we want to better understand what Country affiliates and families need to make our sport their number one choice across regional NSW. I have sat in on each of the focus group meetings and appreciate this is a diverse and changing landscape which we must address with practical and flexible solutions, provide improved opportunities, better communication, and positive experiences for all stakeholders, whilst continuing to strengthen inter- regional relationships. What will I continue to bring to the table? To give real service, you must add something which can't be bought or measured with money, and that is honesty and integrity.

ANNEX 4

Life Memberships

Recommended by the Board

Sub Committee Life Member Nominations

Mr. John Tremble

Mr. Tremble has been involved in tennis in the Blue Mountains as either a player, coach or official since 1948. He has worked tirelessly to promote tennis by example and leadership. He has provided extraordinary and outstanding voluntary service to tennis in New South Wales and in particular to tennis at Kelamar, Wentworth Falls and Katoomba Tennis Clubs.

Mr. Hedley Nicholson OAM

Mr Nicholson has for 44 years voluntarily maintained and developed Parkes Tennis Club. In addition to, he has promoted and organised regional, inter-club and local junior competitions. His individual contribution has been, and continues to be, above and beyond what might reasonably be expected within the tennis community and has provided extraordinary and outstanding voluntary service to tennis in New South Wales in particular Parkes. In 2013 Mr Nicholson was awarded an OAM for service to the sport of Tennis and to the community of Parkes

Ms. Cheryl Cooper

Ms. Cooper has been engaged in voluntary service with the Armidale Tennis Club for over 40 years, including as the Club’s President and Secretary, serving in the canteen, organising tournaments and trophies, participating in working bees, taking responsibility for grant applications and, in particular, her involvement with juniors. The latter has involved coaching, accompanying and supervising juniors at tournaments and, and successfully lobbying for juniors to play in club competitions. She has provided extraordinary and outstanding voluntary service to tennis in New South Wales and in particular to tennis in Armidale.

Mr. Greg Healey

Mr. Healey has been involved in the Central Coast tennis community for over 40 years, not only as a highly successful coach of over 100 nationally ranked players but, importantly, as a valued mentor of young people and someone who spent many hours voluntarily maintaining facilities, using his skills as an electrician and handyman. He has provided extraordinary and outstanding voluntary service to tennis in New South Wales and in particular in the support and mentoring of young and aspiring tennis players in the Gosford area.

ANNEX 5

Special Resolution on Maximum Tenure for Directors

Proposed by Charmhaven Tennis Centre

SPECIAL RESOLUTION FORM

Members should use this form to submit Special Resolutions for consideration by the Board in advance of the AGM. If submitting more than one Special Resolution, please photocopy the form and use one form per Special Resolution.

Constitutional Clause Clause 2.1 – Term Clause 14.6 Term of Office.

Clause 2.1 – Term Recommended Change Term means the period of time for which a person is appointed or elected and serves as a Director, in (please use the exact wording accordance with this Constitution, without any interruption, required) re-election or re-appointment.

Clause 14.6 Term of Office. Subject to the provisions regarding casual vacancies set out in clause 14.7:

(a) The Term for each Elected Director will end upon the conclusion of the annual general meeting in the third year after their election (referred to in this clause 14.6 as a 3-Year Term), unless they resign or are removed earlier. At the end of each 3-Year Term, an Elected Director must retire and will be eligible for re-election, subject to the provisions regarding maximum tenure set out in clause 14.6(c) below.

(b) Appointed Directors shall hold office for a Term determined by the Board up to a maximum of 3 years. At the end of each Term, an Appointed Director must retire and will be eligible for reappointment by the Board, subject to the provisions regarding maximum tenure set out in clause 14.6(d) below. (c) A person is not eligible for election or re-election as an Elected Director if such election or re-election

(i) would result in that person serving more than three 3-Year Terms as a Director in any 12-year period. By way of example only, an Elected Director who is first elected at the annual general meeting in 2017 and is subsequently re-elected at the 2020 and 2023 annual general meetings, would not be eligible for re-election at the annual general meeting in 2026 as this would result in that person serving more than three 3-Year Terms in a 12-year period; or

(ii) in the case of a person who has previously served as a Director for one or more Terms which were shorter than 3-Year Terms (including during any period when Elected Directors were required under the Constitution to serve 2-Year Terms), if such election or re-election would result in that person serving as a Director for more than the equivalent of three 3-Year Terms in any 12-year period. As three 3-Year Terms equates to approximately 9 years of service, the equivalent of three 3 Year Terms is to be taken as any period of service involving multiple Terms which in aggregate equates to approximately 9 years. By way of example only, a person who is first elected for a 2-Year Term at the annual general meeting in 2013 and is subsequently re-elected for two further 2-Year Terms at the 2015 and 2017 annual general meetings and for a 3-Year Term at the 2019 annual general meeting, would not be eligible for re-election at the annual general meeting in 2022 as this would result in that person serving as a Director for more than the equivalent of three 3 Year Terms in a 12-year period.

(d) An Appointed Director is not eligible for reappointment if such reappointment would result in that Appointed Director serving as a Director for more than 9 years in any 12-year period. By way of example only, an Appointed Director who was first appointed by the Board for a 2-year Term on 1 July 2017, and is subsequently reappointed for further 2-year Terms on 1 July in 2019, 2021, 2023 and 2025, would not be eligible for reappointment for a 2-year Term on 1 July 2025 as this would result in that Appointed Director serving more than 9 years in a 12-year period).

(e) When determining the maximum tenure for any Director who is first appointed as a Director to fill a casual vacancy in an Elected Director position in accordance with clause 14.7, any service of more than 18 months will be counted as a Term and any service equal to or less than 18 months will not be counted as a Term. By way of example only if a Director is appointed by the Board to fill a casual vacancy on 1 January 2021 and their first Term ends at the annual general meeting in 2021 (when the Term of the vacating Director would have ended), such a Term would be less than 18 months and would not therefore be counted as a Term for the purposes of determining maximum tenure.

3 Rational Clause 2.1 – Term At present there is nothing contained with the TENNIS NSW constitution which defines what a “Term” is.

This proposal insets a definition of what a term means and is an essentially element of the proposed changes to 14.6.

Constitutions should limit where possible ambiguously terminology or terminology open to interpretation of “FILLING IN THE GAP”

It is essentially to good governance principles to have a clear definition of what a term is

The proposed definition is clear, plain, and precise

Clause 14.6 Term of Office. At present the Tennis NSW Constitution allows for directors to serve up to 9 years, broken down into Three, 3 Year terms. Once a director has reached their 9th year, a director is then permitted to be re-elected each year thereafter with no limit on tenure provide a director is elected yearly as opposed to every 3 years.

At present these clauses are inconsistent with best governance practice and undermines the intention of other clauses within the TENNIS NSW constitution whereby directors are elected on rotational 3-year terms.

This proposed change if adopted would mandate that a director may only serve up to a maximum of 9 years broken down into three, 3 year terms and then would become ineligible to serve on the board until a full 3 years has transpired since they last served before again becoming eligible.

A further result of these proposed changes installs a maximum tenure on appointed directors. Presently an appointed director can serve an unlimited number of years on the board, provided they are appointed to 3-year terms, but may be reappointed for a indefinite number of terms

The present results mean a director that is unelected but appointed may serve longer on the board then a director elected by the members. This is wholly inconsistent with basic governance norms whereby every director is treated equal.

Therefor the proposed change if adopted would result in both elected and appointed directors having the same maximum tenure limit and results in each director being treated equally.

Member Organisation Charmhaven Tennis Centre

Responsible Officer Brett Bevan

Signature & Date 12.10.2020

ANNEX 6

Special Resolution on Casual Vacancy Provisions

Proposed by Charmhaven Tennis Centre

SPECIAL RESOLUTION FORM

Constitutional Clause 14.7 Appointment to fill casual vacancy in an Elected Director position

Recommended Change (a) The Board may at any time appoint any person to be a Director to fill a casual vacancy in an Elected (please use the exact wording Director position. required) (b) The Board may expressly resolve not to fill a casual vacancy.

(c) Any Director appointed to fill a casual vacancy will hold office only until the end of the Term of the vacating Director but will be eligible to stand for re- election.

The proposed changes are a relatively minor change in the sense it insets Rationale the wording “In an elected Director Position” at the end of 14.7 (a).

Presently the wording of the constitution is a) The Board may at any time appoint any person to be a Director to fill a casual vacancy.

There seems to be some concern about the present ambiguous wording as to whether this allows the board to appoint any person to fill a casual vacancy not only in an elected director position but also that of an incomplete term for an appointed director who may resign or otherwise fail to complete their appointed term.

This proposed change simply removes any possible misinterpretation or ambiguity from Clause 14.7 (a) and makes clear that a casual vacancy for an elected director only may be filled by the board and only for the remaining balance of that term.

This confusion seems to have come about when we as an organisation amended the constitution to introduce appointed directors but did not entirely amended all relevant sections of the constitution to limit ambiguity resulting from the introduction of appointed directors

Best practice dictates that where possible we should limit ambiguously terminology or sections and clauses open to differential interpretations, which results in potential confusion. This proposed change is simple and designed to eliminate the potential for confusion and misinterpretation

Member Organisation Charmhaven Tennis Centre

Responsible Officer BRETT BEVAN2

Signature & Date 12.10.2020

ANNEX 7

Special Resolution on Deadline for Director Nominations

Proposed by the Board

ANNEX 7

Deadline for Director Nominations

Proposed by Tennis NSW Board

Constitutional Clause Clause 14.5 (a) (Nomination of Directors)

Recommended Change "Subject to the Corporations Act 2001 (Cth) and this Constitution, a person (shown in mark-up) will be eligible for nomination as an Elected Director provided that a written nomination signed by two Members, together with the person's consent in writing to their appointment, is received by the Secretary at least 4560 days prior to the date fixed for the holding of the annual general meeting."

Rationale Clause 14.5 (Nomination of Directors) of the Constitution currently states that a person who wishes to nominate for a vacant director position must submit their written nomination to the TNSW Company Secretary at least 45 days prior to the date of the relevant AGM. In recent years (including this year), the Remuneration & Nominations Committee has requested nominations be submitted in advance of the constitutional deadline to allow sufficient time for a thorough evaluation and interview process of nominees, and time for both the Remuneration & Nominations Committee and the full Board to consider the outcomes of the process. As demands placed on boards increase, boards face a growing challenge to ensure they have directors with the experience and expertise the board needs to fulfil its mandate. In order to meet this growing challenge, and the organisational and constitutional reporting obligations of conducting the AGM, it is essential to ensure a well-defined, fair and transparent assessment process for board nominee selection and endorsement is conducted. Best practice governance guides identify that all director nominations close prior to interviews commencing. Based upon past experiences and in order to align to best practice methods the Board is proposing that the nomination close be extended from 45 to 60 days.

ANNEX 8

Mark-up of Constitution showing proposed changes

This mark-up show the proposed changes to clauses 14.5, 14.6 (includes change to clause 2.1) and clause 14.7 in red text

For consideration at Annual General Meeting on 24 November 2020

Constitution

Tennis New South Wales Ltd ACN 000 011 558

As amended at the Annual General Meeting on 20 November 2018

Middletons Melbourne Office Ref: CEC.DTX.10014211

docs 2043800v17 CEC

Table of Contents

1. Nature of the Company 5 2. Definitions and interpretation 5 2.1 Definitions 5 2.2 Interpretation 6 2.3 Replaceable Rules 7 3. Obligation of Members 7 4. Objects 8 5. Assets and income of Company 8 5.1 Promotion of objects 8 5.2 No payments to Members 8 6. Membership and other rights 8 6.1 Eligibility for Membership 8 6.2 Number of Members 9 6.3 Rights of Members 9 6.4 Different classes of Members 9 6.5 Application for Membership 9 6.6 Entrance fee and annual subscription 9 6.7 Honorary Life Members 10 6.8 No transfer of membership 10 6.9 Register of Members 10 6.10 Cessation of membership 10 6.11 No claim against the Company 10 7. Contribution of Members 11 8. Powers of attorney 11 9. Representatives 11 10. General meetings 12 10.1 Annual general meeting 12 10.2 Power to convene general meeting 12 10.3 Notice period 12 10.4 Notice of general meetings 12 10.5 Content of notice of general meetings 12 10.6 Content of notice of annual general meeting 12 10.7 Nature of business 13 10.8 Notice of adjourned meeting 13 10.9 Failure to give notice 13 10.10 Directors' right to attend 13 11. Proceedings at general meetings 13 11.1 Use of technology 13 11.2 Quorum 13 11.3 Effect of no quorum 14 11.4 Chairperson 14

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2 12. Voting at general meetings 14 12.1 Voting 14 12.2 Voting rights 14 12.3 Voting by poll 15 12.4 Casting vote of chair 16 12.5 Objection to qualification of a voter and votes counted in error 16 13. Proxies 16 13.1 Who can appoint a proxy 16 13.2 Execution and form of proxies 16 13.3 Member's attorney 17 13.4 Lodgement of proxies and powers of attorney 17 13.5 Validity of proxy vote 17 14. Board 17 14.1 Number and appointment of Directors 17 14.2 Elected Directors 18 14.3 Appointed Directors 18 14.4 President and Vice President 18 14.5 Nomination of Directors 19 14.6 Term of Office 20 14.7 Appointment to fill casual vacancy 20 14.8 Removal of Directors 21 14.9 Vacation of office 21

15. Powers and duties of Directors 21 15.1 General management power 21 15.2 Attorneys 21 15.3 Power to borrow and give security 22 15.4 Director may act in professional capacity 22 15.5 Disciplinary powers of the Board 22 15.6 Payments to Directors 22 16. Proceedings of Directors 23 16.1 Directors meetings 23 16.2 Circulating resolutions 23 16.3 Telephone and other meetings 23 16.4 Directors resolutions 24 16.5 Minutes 24 16.6 Director's personal interests 24 16.7 Quorum 24 16.8 Alternate Directors 24 16.9 Chairperson 25 16.10 Delegation to Committees 25 16.11 Acts of Directors valid despite defective appointment 25 16.12 Board confidentiality 26

3 17. By laws and policies 26 18. Secretary 26

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19. Chief Executive Officer 26 20. Execution of documents 27 20.1 Use of seal optional 27 20.2 Execution without the seal 27 20.3 Execution using the seal 27 20.4 Execution by authorised persons 27 21. Inspection of records 27 22. Notices 27 22.1 Notices in writing 27 22.2 Service 27 22.3 Deemed receipt 28 23. Audit and accounts 28 23.1 Company must keep accounts 28 23.2 Audit 28 23.3 Financial reporting 28 23.4 Conclusive reports 28 24. Winding up 28 25. Indemnity 29 25.1 Interpretation 29 25.2 Scope of indemnity 29 25.3 Insurance 29 26. Variation or amendment of Constitution 30 Schedule 31

docs 2043800v17 CEC

Corporations Act

A Company Limited by Guarantee

CONSTITUTION

TENNIS NEW SOUTH WALES LIMITED

1. Nature of the Company

(a) The Company is a public company limited by guarantee.

(b) The name of the Company is Tennis New South Wales Ltd.

2. Definitions and interpretation

2.1 Definitions

In this Constitution unless the contrary intention appears:

Appointed Directors means Directors appointed by the Board under clause 14.3;

Association means any association comprised of 2 or more Tennis clubs (which clubs are not directly registered with the Company) located within New South Wales;

Auditor means the Company's auditor from time to time;

Board means the board of Directors of the Company;

Chief Executive Officer means the chief executive officer of the Company appointed under clause 19;

Club means a Tennis club located in New South Wales;

Company means Tennis New South Wales Ltd ACN 000 011 558;

Constitution means this constitution of the Company as amended, supplemented or replaced from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

Court Operator means an accredited Tennis coach, an individual or group who conducts Tennis related activities, in New South Wales;

Director means any person occupying the position of director of the Company;

Honorary Life Member means a Member elected under clause 6.7;

docs 2043800v17 CEC

6 Independent Director means a person appointed to the position of President or Vice President and each person appointed to the position of Director under clause 14.3 that is not a Representative, employee or officer of the Company or a Member;

Member means a member of the Company;

Office means the registered office for the time being of the Company;

President means the person appointed to the position of president of the Company under clause 14.3(c)(i) ;

Registered Tennis Player means a Tennis player whose name appears in the Company’s register of Tennis players. Tennis players may register:

(a) directly with the Company; or

(b) with a Member (other than an Honorary Life Member);

Related Body Corporate has the meaning given to the term in the Corporations Act;

Representative means a natural person nominated by a Member under clause 9;

Secretary means any person appointed by the Directors to perform any of the duties of a secretary of the Company and if there are joint secretaries, any one or more of the joint secretaries;

Special Resolution means a resolution:

(a) of which notice as required in accordance with the Corporations Act has been given; and

(b) that has been passed by at least 75% of the votes cast by Members entitled to vote on the resolution (or any other majority specified by the Corporations Act);

Tennis means the game of tennis, as regulated by the Rules of Tennis, as published by the International Tennis Federation from time to time;

Tennis Australia means Tennis Australia ACN 61 006 281 125, the governing body of Tennis in Australia”;

Tennis Country means a management committee of the Company administering tennis activities in the area consisting of the six regional areas of New South Wales outside the boundaries of metropolitan Sydney;

Tennis Sydney means a management committee of the Company administering tennis activities in the metropolitan area of Sydney;

Term means the period of time for which a person is appointed or elected and serves as a Director, in accordance with this Constitution, without any interruption, re-election or reappointment; and

Vice President means the person appointed to the position of vice president of the Company under clause 14.3(c)(ii).

2.2 Interpretation

In this Constitution, unless the contrary intention appears: docs 2043800v17 CEC

(a) a reference to: (i) any statute, ordinance, code or other law includes regulations and other statutory instruments under any of them and consolidations, amendments, re- enactments or a replacement of any of them by any government body;

(ii) any officer of the Company includes any person acting for the time being as such an officer; and

(iii) writing includes any mode of representing or reproducing words in a tangible or visible form, and includes facsimile transmission and email;

(b) words importing:

(i) the singular include the plural and vice versa;

(ii) a gender includes the other gender; and

(iii) natural persons include partnerships, associations and corporations;

(d) if a word or phrase is defined, cognate words and phrases have corresponding meanings;

(e) an expression used in a particular Part or Division of the Corporations Act that is given by that Part or Division a special meaning for the purposes of that or any other Part or Division has, in any part of this Constitution that deals with a matter dealt with by the relevant Part or Division, the same meaning as applies in or in respect of that Part or Division; and

(f) wherever "include" or any form of that word is used, it must be construed as if it were followed by "(without being limited to)".

2.3 Replaceable Rules

Each of the provisions of the sections or sub-sections of the Corporations Act which would but for this clause 2.3 apply to the Company as a replaceable rule within the meaning of the Corporations Act are displaced and do not apply to the Company except insofar as they are repeated in this Constitution.

3. Obligation of Members

3.1 Every Member undertakes to:

(a) Promote and further the objects, interest, influence and standing of the Company; and (b) Observe and be bound by this Constitution and any applicable rules, by-laws and policies of the Company and Tennis Australia in force from time to time, (c) Require its Members to be bound by all applicable rules, regulations, by-laws and policies referred to in clause 4(c), as a condition of their membership, to the best of their ability. 3.2 By virtue of its membership with Tennis Australia, the Company agrees to adopt and abide by national by-laws and policies of Tennis Australia, as implemented and amended from time to time, including, but not limited to, the Member Protection Policy, the Anti- Doping Policy, the Disciplinary Policy and the Code of Behaviour Tournaments and Weekly Competitions. The Company, its Members and its officers are bound by each of these policies. Each Member of the Company agrees that all its members are also bound by each of these policies. docs 2043800v17 CEC

8 4. Objects

The objects for which the Company is established are to:

(a) govern, promote and develop Tennis in New South Wales;

(b) be the principal body for the governance of Tennis in New South Wales and to settle disputes relating to Tennis in New South Wales;

(d) organise, conduct and promote Tennis matches, tournaments, championships, events and activities in New South Wales;

(e) construct, furnish and maintain any Tennis courts or other grounds, buildings or works for use in Tennis matches, tournaments, championships, events and activities in New South Wales;

(f) assist and encourage communication between Members;

(g) assist Members to promote and develop Tennis in New South Wales; and

(h) do all things incidental to assisting in achieving the objects of the Company.

5. Assets and income of Company

5.1 Promotion of objects

(a) All assets and income of the Company will be applied solely towards the promotion of the objects of the Company.

(b) Any dealings with the assets and undertakings of the Company, other than in the ordinary course of business, must be approved by the Members.

5.2 No payments to Members

No assets or income of the Company will be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the Members of the Company, provided that nothing in this clause 5 will prevent the payment in good faith of remuneration to any Member of the Company in return for any services actually rendered to the Company.

6. Membership and other rights

6.1 Eligibility for Membership

The Company may admit the following as Members:

(a) Clubs;

(b) Associations;

(d) Honorary Life Members; and

(e) any other person or groups of persons which conducts Tennis related activities of a kind or scale which the Board believes is sufficient to warrant membership.

docs 2043800v17 CEC

9 6.2 Number of Members

The number of Members of the Company is unlimited.

6.3 Rights of Members

Members will have the right to attend, be heard and vote at any meetings of Members.

6.4 Different classes of Members

The Directors may from time to time allow further categories of membership of the Company.

6.5 Application for membership

(a) Every application for membership must be lodged with the Secretary and must set out the name, address and occupation of the applicant together with a copy of the applicant's constitution or governing rules, if applicable.

(b) Applications for membership must be made in writing on a form to be approved by the Board for that purpose and must be signed by the applicant.

(i) determine the admission or rejection of the applicant (and need not provide any reason for such decision); or

(ii) decide to call on the applicant to supply any evidence of eligibility that they consider reasonably necessary.

(d) An applicant will be admitted to membership if a majority of the Directors present and entitled to vote at the Board meeting vote by resolution to admit the applicant.

(e) If the Directors reject an application for membership, the Secretary must as soon as practicable, notify the applicant in writing that the application has been rejected.

(f) If the Directors approve an application for membership, the Secretary must, as soon as practicable:

(i) notify the applicant in writing of approval for membership; and

(ii) request payment of the applicant's entrance fee and first annual subscription (if any) due under clause 6.6.

(g) The Secretary must, within 30 days after receipt of the amounts referred to in clause 6.6 (or if no amounts are payable under clause 6.6, within 30 days after notification under clause 6.5(f)(i), enter the applicant's name on the register of Members.

(h) If an amount due under clause 6.6 is not paid within 30 days after the date the applicant is notified of acceptance, the Directors may cancel the acceptance of the applicant for membership.

6.6 Entrance fee and annual subscription

(a) The entrance fee and annual subscription payable by each Member (other than an Honorary Life Member) (if any) will be determined by the Board from time to time and may vary for each different class of Member (other than an Honorary Life Member).

docs 2043800v17 CEC

10 (b) All annual subscriptions will be due and payable at the times determined by the Board from time to time.

(c) If a Member’s (other than an Honorary Life Member) annual subscription remains unpaid for a period of 30 days after it falls due then the Member (other than an Honorary Life Member) will be sent a notice from the Secretary (Notice) requiring payment of the outstanding subscription within a period of 60 days after the Notice. If the subscription remains unpaid at the expiry of that 60 day period then the Member (other than an Honorary Life Member) will at that time automatically and without further notice cease to be a Member.

6.7 Honorary Life Members

The Board may recommend that any person who has in its opinion rendered long and distinguished service to the Company be granted the title of Honorary Life Member. The Company may in, general meeting, grant Honorary Life Membership to any such person upon receiving the relevant recommendation from the Board.

6.8 No transfer of membership

A right, privilege or obligation of a person by reason of membership of the Company:

(a) is not capable of being transferred or transmitted to another person; and

(b) terminates upon the cessation of membership of the Company.

6.9 Register of Members

The Secretary will cause to be entered into the Register the name, address and voting entitlements of each Member, as supplied by the Member on their application for membership (or as granted by the rights attaching to their membership) and the Secretary must update the Register as and when required, in order to reflect changes to Members' details.

6.10 Cessation of membership

A Member will cease to be a Member:

(a) if the Member resigns from the Company by giving at least 30 days' notice in writing to the Secretary;

(b) if the Member ceases to satisfy all requirements for their respective category of membership;

(d) if a receiver, receiver and manager, official manager, trustee, administrator, other controller or similar official is appointed, or steps are taken for such appointment over the assets of the Member; or

(e) if an order is made by a Court for the winding up or deregistration of the Member.

6.11 No claim against the Company

A Member whose membership ceases does not have any claim against the Company or the Directors for damages or otherwise.

docs 2043800v17 CEC

11 7. Contribution of Members

(a) The liability of Members of the Company is limited.

(b) Every Member undertakes to contribute to the assets of the Company, in the event of the Company being wound up while they are a Member or within 1 year after they cease to be a Member, for the payment of debts and liabilities of the Company incurred before the time at which the Member ceased to be a Member and for the costs, charges and expenses of winding up and for the adjustment of rights of the contributories among themselves, such amount as may be required not exceeding $20.00.

8. Powers of attorney

(a) If a Member executes or proposes to execute any document or do any act by or through an attorney which affects the Company or the Member's membership in the Company, that Member must deliver the instrument appointing the attorney to the Company for notation.

(b) If the Company asks the Member to file with it a certified copy of the instrument for the Company to retain, the Member will promptly comply with that request.

(c) The Company may ask for whatever evidence it thinks appropriate to satisfy itself that the power of attorney is effective and continues to be in force.

9. Representatives

(a) A Member that is not a natural person may by written notice to the Secretary:

(i) appoint a natural person to act as its Representative in all matters as permitted by the Corporations Act; and

(ii) remove a Representative.

(b) A Representative is entitled to:

(i) exercise at a general meeting all the powers which the Member which appointed them could exercise if it were a natural person; and

(ii) be counted towards a quorum on the basis that the relevant Member is to be considered personally present at a general meeting by its Representative;

(d) A certificate executed in accordance with the Corporations Act is rebuttable evidence of the appointment or of the termination of the appointment (as appropriate) of the Representative.

(e) If written notice of the appointment of a Representative has not been received under clause 9(a), the Chairperson of a general meeting may allow a Representative to vote on the condition that they subsequently establish their status as a Representative within a period prescribed by and to the satisfaction of the Chairperson of the general meeting.

(f) The appointment of a Representative may set out restrictions on the Representative's powers.

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12 10. General meetings

10.1 Annual general meeting

The Company must hold an annual general meeting in accordance with the Corporations Act.

10.2 Power to convene general meeting

The Directors may, whenever they think fit, convene a general meeting of the Members. The Directors must convene a general meeting at the request of 5% or more of the Members.

10.3 Notice period

(a) Subject to the Corporations Act and clause 10.3(b), the Company must give at least 21 days notice of general meetings (including annual general meetings).

(b) The Company may call, on shorter notice than that specified in clause 10.3(a):

(i) an annual general meeting, if all the Members entitled to attend and vote at the annual general meeting agree prior to the annual general meeting; and

(ii) any other general meeting, if Members holding at least 95% of the votes that may be cast at the general meeting agree prior to the general meeting.

10.4 Notice of general meetings

Written notice of a general meeting must be given as provided in this Constitution to:

(a) every Member;

(b) every Director; and

10.5 Content of notice of general meetings

A notice of a general meeting must:

(a) specify the place, date and time for the meeting;

(b) state the general nature of the business to be transacted at the meeting;

(c) if a Special Resolution is to be proposed at the meeting, set out an intention to propose the Special Resolution and state the resolution; and

(d) contain a statement of:

(i) each Member's right to appoint a proxy; and

(ii) the fact that a proxy need not be a Member of the Company.

10.6 Content of notice of annual general meeting

The notice of an annual general meeting must state that the business to be transacted at the meeting includes:

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13 (a) the consideration of the financial statements and the reports of the Directors and Auditor (if any);

(b) the election of Directors and other officers in place of those retiring; and

(c) any other business which, under this Constitution or the Corporations Act, is required to be transacted at an annual general meeting.

10.7 Nature of business

All business that is transacted at a general meeting will be special, with the exception of:

(a) the receipt of the accounts, balance sheets, and the reports of the Directors and Auditors; and

(b) the election of the Directors and Auditors (if any).

10.8 Notice of adjourned meeting

When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 30 days or more.

10.9 Failure to give notice

Any resolution passed at a meeting is not invalidated by:

(a) the accidental omission to give notice of a meeting to any Member or non-receipt of that notice by a Member; or

(b) the accidental omission to send out the instrument of proxy to a person entitled to receive notice or non-receipt of that instrument.

10.10 Directors' right to attend

Each Director is entitled to attend any general meeting, to receive all notices of and other communications relating to any general meeting which a Member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting.

11. Proceedings at general meetings

11.1 Use of technology

The Company may hold a meeting at 2 or more venues using any technology that gives Members a reasonable opportunity to participate.

11.2 Quorum

(a) Except as otherwise provided in this Constitution, the quorum for a general meeting of the Company is at least 15 Members, present in person or by Representative, proxy or attorney and the quorum must be present at all times during the meeting.

(b) No business will be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

(c) For the purpose of determining whether a quorum is present each person attending as a Representative is deemed to be a Member.

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14 11.3 Effect of no quorum

If a quorum of the Company's Members is not present within half an hour after the time appointed for the meeting in the notice:

(a) if the meeting was convened on the requisition of Members, the meeting must be dissolved; or

(b) in any other case:

(i) the meeting will be adjourned to the same time and place in the next week, or if this is unacceptable, to a day, time and place that the Directors specify, except that if the meeting is adjourned for 30 days or more, notice of the resumed meeting must be given; and

(ii) if at such adjourned meeting the quorum is not present, those Members who are present shall be the quorum and may transact the business for which the meeting was called.

11.4 Chairperson

(a) Meetings of the Members will be chaired by the President or in the President's absence, the Vice President.

(b) If the President (or Vice President, as the case may be) is not present within 15 minutes after the time appointed for the relevant meeting, or if the office of President and Vice President are both vacant, then (for that meeting only):

(i) a Director present at the meeting who is chosen by a majority of Members present; or

(ii) if there is no Director present or willing to take the chair, a Member or Member's Representative, attorney or proxy present at the meeting who is chosen by a majority of the Members present, will chair the meeting.

(c) If there is a dispute at a general meeting about a question of procedure, the chairperson may determine the question, and the chairperson's decision is final.

12. Voting at general meetings

12.1 Voting

(a) A resolution put to the vote at a general meeting must be decided on a show of hands of Members unless a poll is demanded.

(b) Before a vote is taken, the chairperson must inform the general meeting whether any proxy votes have been received and how the proxy votes are to be cast.

(c) On a show of hands, a declaration by the chairperson of the meeting is conclusive evidence of the result provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chairperson nor the minutes need to state the number or proportion of the votes recorded in favour or against the resolution.

12.2 Voting rights

Whether on a show of hands or on a poll:

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15 (a) each Member (other than an Honorary Life Member) is entitled to exercise the number of votes calculated based on the formula set out below:

(i) Votes for the Member based on the number of Registered Tennis Players who were registered by the relevant Member with the Company as at the 30 June falling within the 12 months preceding the date of the general meeting (as recorded in the Register) (RTPs in the Register):

(A) 1 – 250 RTPs in the Register 1 vote

(B) 251 – 1000 RTPs in the Register 2 votes

PLUS

(ii) Votes for the Member based on the number of tennis courts in respect of which the relevant Member has paid an annual subscription to the Company for the financial year preceding the date of the general meeting:

(A) 0 - 4 tennis courts 1 vote

(B) 5 - 8 tennis courts 2 votes

WORKED EXAMPLE – a Member who has (i) 400 RTPs in the Register, and (ii) paid an annual subscription to the Company for 7 tennis courts for the financial year preceding the date of the general meeting would be entitled to 4 votes at the general meeting.

(b) each Honorary Life Member has one vote; and

12.3 Voting by poll

(a) A poll may be demanded by:

(i) the Chairperson; or

(ii) any Member present (by proxy, attorney or Representative) and entitled to vote on the resolution; or

(b) A poll may be demanded:

(i) before a vote is taken; or

(ii) before or immediately after the voting results on a show of hands are declared.

(d) If a poll is duly demanded, it must be taken in such manner and, subject to clause 12.3(e), either immediately or after an interval or adjournment or otherwise as the chairperson directs. The result of the poll is the resolution of the meeting at which the poll was demanded.

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16 (e) A poll demanded on the election of a chairperson or on a question of adjournment must be taken immediately.

(f) The demand for a poll does not prevent a meeting continuing for the transaction of any business other than the question on which a poll has been demanded.

12.4 Casting vote of chair

In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded has a casting vote.

12.5 Objection to qualification of a voter and votes counted in error

(a) An objection to a person's right to vote at a general meeting:

(i) may only be raised at a general meeting or adjourned meeting at which the vote objected to is given or tendered; and

(ii) must be determined by the chairperson of the meeting, whose decision is final.

(b) If any vote is counted at a general meeting which ought not to have been counted or might have been rejected, the error will not invalidate the resolution unless the error is:

(i) detected at the same meeting; and

(ii) of sufficient magnitude, in the opinion of the chairperson, as to invalidate the resolution.

(c) A vote allowed despite an objection referred to in clause 12.5(a) or being detected under clause 12.5(b)(i) is valid for all purposes.

13. Proxies

13.1 Who can appoint a proxy

A Member who is entitled to attend and vote at a general meeting may appoint a person as that Member's proxy to attend and vote for that Member at a meeting of the Company. A proxy need not be a Member of the Company.

13.2 Execution and form of proxies

An instrument appointing a proxy:

(a) may be contained in a facsimile or email attachment;

(b) must be in writing under seal or signed by an officer or attorney duly authorised;

(c) may specify the manner in which the proxy is to exercise their vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

(d) is deemed to confer authority to demand or join in demanding a poll; and

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17 (e) must (except in the case of proxies appointed under power of attorney), as nearly as the circumstances permit, be in the form set out in the schedule or in such other form as the Directors prescribe.

13.3 Member's attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a general meeting. If the appointor is an individual, the power of attorney must be signed in the presence of at least 1 witness.

13.4 Lodgement of proxies and powers of attorney

(a) If a Member appoints a proxy or an attorney, the following documents must be given to the Company at the Office or at the place specified for the purpose in the notice calling the general meeting:

(i) the proxy's appointment;

(ii) if the appointment is signed by the appointor's attorney, the authority under which the form was signed or a certified copy of the authority; and

(iii) in the case of an attorney, the power of attorney or a certified copy of it.

(b) The appointment of a proxy or an attorney is valid for a meeting if the appointment and any authority are given to the Company at least 48 hours before the general meeting at which the proxy is to be used.

13.5 Validity of proxy vote

A vote cast in accordance with the terms of an instrument of proxy or of a power of attorney is valid if no notice in writing of:

(a) the previous death of the appointing Member;

(b) the mental incapacity of the appointing Member;

(d) the revocation of the authority under which the proxy was appointed,

has been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used or exercised.

14. Board

14.1 Number and appointment of Directors

(a) The number of Directors of the Company will be no less than 7 and no more than 10 and comprise of the following::

(i) Seven (7) Directors elected in accordance with clause 14.2 (“Elected Directors”); and

(ii) Up to three (3) Directors appointed by the Board under clause 14.3 (“Appointed Directors”).

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18 14.2 Elected Directors

(a) The Elected Directors must be comprised of:

(i) two Directors from nominations proposed by a Club or Association located in the metropolitan area of Sydney (“Sydney Nomination”);

(ii) two Directors from nominations proposed by a Club or Association located in any six regional areas of New South Wales outside the boundaries of metropolitan Sydney (“Country Nomination”);

(iii) one Director from nominations proposed by Court Operators (“Court Operator Nomination”); and

(iv) two Directors from nominations proposed by any Club, Association or Court Operator (“Miscellaneous Nomination”).

14.3 Appointed Directors

(a) The Board, by majority resolution, may appoint up to 3 Independent Directors to complement the skills of the Member elected Board.

(b) Any Director appointed under Clause 14.3 will be appointed for a period to be determined by the Board not exceeding three years and at the end of that period they will be eligible for reappointment by the Board.

(i) if there is a vacancy in the position of President, the Board will appoint one of the Elected Directors to the position of President for a period to be determined by the Board not exceeding three years and at the end of that period they will be eligible for reappointment to the position of President by the Board (but subject to the other provisions of this Constitution); and

(ii) if there is a vacancy in the position of Vice President, the Board will appoint one of the Directors to the position of Vice President for a period to be determined by the Board not exceeding three years and at the end of that period they will be eligible for reappointment to the position of Vice President by the Board (but subject to the other provisions of this Constitution).

14.4 President and Vice President

(a) If either the President or Vice President cease to be a Director, he or she will immediately cease to hold office as President or a Vice President (as the case may be).

(b) The Board may remove the President from the role of President, or remove the Vice President from the role of Vice President, before the expiry of his or her term (as the case may be), however he or she may remain as a Director (subject to the other provisions of this Constitution).

(c) If the President resigns as President, he or she may remain as a Director (subject to the other provisions of this Constitution).

(d) If the Vice President resigns as Vice President, he or she may remain as a Director (subject to the other provisions of this Constitution).

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19 (e) The Director appointed to the position of President shall within 14 days of such appointment retire from any position held as a Representative, employee or officer of the Company or a Member.

(f) If the Director appointed to the position of Vice President is an Elected Director, that Director shall within 14 days of such appointment retire from any position held as a Representative, employee or officer of the Company or a Member.

14.5 Nomination of Directors

(a) Subject to the Corporations Act 2001 (Cth) and this Constitution, a person will be eligible for nomination as an Elected Director provided that a written nomination signed by two Members, together with the person's consent in writing to their appointment, is received by the Secretary at least 45 60 days prior to the date fixed for the holding of the annual general meeting.

(b) A person may only nominate for one category of Elected Director (as set out in clause 14.2(a) of this Constitution) at an annual general meeting.

14.6 Term of Office

Subject to the provisions regarding casual vacancies set out in clause 14.7:

i. if such election or re-election would result in that person serving more than three 3- Year Terms as a Director in any 12 year period. By way of example only, an Elected Director who is first elected at the annual general meeting in 2017 and is subsequently re-elected at the 2020 and 2023 annual general meetings, would not be eligible for re-election at the annual general meeting in 2026 as this would result in that person serving more than three 3-Year Terms in a 12 year period; or

ii. in the case of a person who has previously served as a Director for one or more Terms which were shorter than 3-Year Terms (including during any period when Elected Directors were required under the Constitution to serve 2-Year Terms), if such election or re-election would result in that person serving as a Director for more than the equivalent of three 3-Year Terms in any 12-year period. As three 3- Year Terms equates to approximately 9 years of service, the equivalent of three 3 Year Terms is to be taken as any period of service involving multiple Terms which in aggregate equates to approximately 9 years. By way of example only, a person who is first elected for a 2-Year Term at the annual general meeting in 2013 and is subsequently re-elected for two further 2-Year Terms at the 2015 and 2017 annual general meetings and for a 3-Year Term at the 2019 annual general meeting, would not be eligible for re-election at the annual general meeting in 2022 as this would

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20 result in that person serving as a Director for more than the equivalent of three 3 Year Terms in a 12 year period.

(d) An Appointed Director is not eligible for reappointment if such reappointment would result in that Appointed Director serving as a Director for more than 9 years in any 12- year period. By way of example only, an Appointed Director who was first appointed by the Board for a 2-year Term on 1 July 2017, and is subsequently reappointed for further 2-year Terms on 1 July in 2019, 2021, 2023 and 2025, would not be eligible for reappointment for a 2-year Term on 1 July 2025 as this would result in that Appointed Director serving more than 9 years in a 12 year period.

(a)(e) When determining the maximum tenure for any Director who is first appointed as a Director to fill a casual vacancy in an Elected Director position in accordance with clause 14.7, any service of more than 18 months will be counted as a Term and any service equal to or less than 18 months will not be counted as a Term. By way of example only, if a Director is appointed by the Board to fill a casual vacancy on 1 January 2021 and their first Term ends at the annual general meeting in 2021 (when the Term of the vacating Director would have ended), such a Term would be less than 18 months and would not therefore be counted as a Term for the purposes of determining maximum tenure.

14.7 Appointment to fill casual vacancy

(a) The Board may at any time appoint any person to be a Director to fill a casual vacancy in an Elected Director position.

(b) The Board may expressly resolve not to fill a casual vacancy.

(c) Any Director appointed to fill a casual vacancy will hold office only until the end of the term of the vacating Director but will be eligible to stand for re-election.

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21 14.8 Removal of Directors

The Members may remove any Director from office in accordance with the Corporations Act and appoint another person as a Director instead.

14.9 Vacation of office

In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Corporations Act, the office of a Director immediately becomes vacant if the Director:

(a) ceases to be a Director by virtue of this Constitution;

(b) becomes bankrupt or makes any arrangement or composition with his or her creditors generally;

(d) becomes physically or mentally incapable of performing the Director's duties (in the opinion of all other Directors);

(e) resigns by written notice to the Company; or

(f) is absent from Directors meetings without the consent of the other Directors for three (3) successive meetings.

15. Powers and duties of Directors

15.1 General management power

Subject to the Corporations Act, this Constitution and any resolution of the Company, the Directors:

(a) will manage the governance of the Company; and

(b) may exercise all such powers of the Company that are not, by the Corporations Act or this Constitution, required to be exercised by the Company in general meeting, provided that:

(i) no resolution of the Company in general meeting will invalidate any prior act of the Directors which would have been valid if such a resolution had not been made; and

(ii) any sale or disposal by the Directors of the Company's main undertaking or a substantial proportion of its assets will be subject to prior approval by the Company in general meeting.

15.2 Attorneys

(a) The Directors may appoint any person or persons to be the attorney or attorneys of the Company with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit.

(b) Any such power of attorney may contain provisions for the protection and convenience of persons dealing with the attorney and may also authorise the

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22 attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

15.3 Power to borrow and give security

Without limiting clause 15.1, the Directors may exercise all of the Company's powers to borrow money (with or without giving security for it), charge any property or business or give any other security for a debt, liability or obligation of the Company.

15.4 Director may act in professional capacity

(a) Subject to the Corporations Act and clause 15.4(b), any Director (or the Director's firm) may act in a professional capacity for the Company and the Director (or the Director's firm) is entitled to remuneration for professional services as if the Director were not a Director.

(b) A Director (or the Director's firm) must not act as the Company's auditor.

15.5 Disciplinary powers of the Board

(a) If at any time a Member:

(i) wilfully refuses or neglects to comply with the provisions of this Constitution; or

(ii) has acted in a manner which in the opinion of the Board:

(A) brings the sport of tennis into disrepute;

(B) is unbecoming of a Member; or

the Board will have the power by resolution to suspend, expel, renounce, censure and/or fine the Member.

(b) Any action taken by the Board under clause 15.5(a) is effective only after the Member has been given 21 days notice of the resolution and has had the opportunity to be heard at the meeting at which the resolution is proposed.

15.6 Payments to Directors

No payment will be made to any Director of the Company other than payment:

(a) of out of pocket expenses incurred by the Director in the performance of any duty as Director where the amount payable does not exceed an amount previously approved by the Directors;

(b) for any goods or services provided to the Company by the Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the goods or services has the prior approval of the Directors and where the amount payable is approved by the Directors and is not more than an amount which commercially would be reasonable payment for the goods or services; and

(c) relating to an indemnity in favour of the Director and permitted by the relevant section of the Corporations Act or a contract of insurance permitted by the relevant section of the Corporations Act.

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23 16. Proceedings of Directors

16.1 Directors meetings

(a) The Directors must meet as many times as necessary, but not less than six (6) times per year and may regulate their meetings as they think fit.

(b) A Director may, and the Secretary must if required by a Director, convene a Directors' meeting.

16.2 Circulating resolutions

(a) Subject to clauses 16.2(b) and 16.2(d) and the provisions of Section 248A of Corporations Act 2001 (Cth) as amended, the Directors may pass a resolution without a Directors' meeting being held if the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document (or otherwise express their written approval in favour of the resolution) within 24 hours after such document or proposed resolution is issued.

(b) If the proposed resolution is accompanied by a statement specifying that Directors cannot approve the resolution until after a specified period for any discussion on the proposed resolution (Discussion Period), any approval given within the Discussion Period will be disregarded.

(c) Identical copies of the document may be distributed for signing by different Directors and taken together will constitute one and the same document.

(d) If the resolution has not been passed within 21 days after the day on which it was first received by a Director, the circular resolution will lapse and will be deemed not to have been passed, even if subsequently signed by a majority of Directors entitled to vote on the resolution.

16.3 Telephone and other meetings

Without limiting the power of the Directors to regulate their meetings as they think fit, a meeting of Directors or committee of Directors may be held where 1 or more of the Directors is not physically present at the meeting, provided that:

(a) all Directors consent to the calling and the holding of the meeting by means of telephone or other form of communication;

(b) all Directors participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously by means of the agreed form of communication;

(c) notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed on or laid down from time to time by the Directors;

(d) in the event that a failure in communications prevents clause 16.3(b) from being satisfied by that number of Directors which constitutes a quorum, then the meeting will be suspended until clause 16.3(b) is satisfied again. If clause 16.3(b) is not satisfied within 15 minutes from the time the meeting was interrupted, the meeting will be deemed to have terminated; and

(e) any meeting held where 1 or more of the Directors is not physically present will be deemed to be held at the location specified in the notice of meeting provided a

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24 Director is present at that location. If no Director is present at the location specified, the meeting will be deemed to be held at the location where the Chairperson of the meeting is located.

16.4 Directors resolutions

(a) At a meeting of Directors each Director present and entitled to vote may cast one vote on each proposed resolution.

(b) Subject to this Constitution, a resolution of the Directors is to be decided by a majority of the votes of Directors present and entitled to vote on the resolution.

16.5 Minutes

The Directors must cause minutes of meetings to be made and kept in accordance with the Corporations Act.

16.6 Director's personal interests

If a Director has a material personal interest in a matter that relates to the affairs of the Company (other than an interest that does not have to be disclosed under the Corporations Act) and the Director discloses the nature and extent of the interest and its relation to the affairs of the Company to the other Directors, in accordance with the Corporations Act, then the Director must not:

(a) be present while the matter is being considered at the meeting; or

(b) vote on the matter,

unless permitted by the Corporations Act to do so, in which case the Director may:

(c) be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement;

(d) sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and

(e) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.

16.7 Quorum

(a) At a meeting of Directors properly convened, the number of Directors whose presence is necessary to constitute a quorum is a majority of Directors in office at the relevant time.

(b) If the office of a Director becomes vacant, the remaining Directors may act but, if the total number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, the Directors may act only for the purpose of increasing the number of Directors to a number sufficient to constitute a quorum or for the purpose of convening a general meeting of the Company.

16.8 Alternate Directors

No Director is entitled to appoint an Alternate Director to act in his place.

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25 16.9 Chairperson

Meetings of the Directors will be chaired by:

(a) the President, or in the President's absence, the Vice President.; or

(b) if neither the President nor the Vice President are present within 15 minutes after the time appointed for the relevant meeting, or if the office of President and Vice President are vacant, then (until the President or Vice President is present or appointed pursuant to the terms of this Constitution) a Director present at that meeting who is chosen by the majority of Directors present.

16.10 Delegation to Committees

(a) The Directors may delegate any of their powers to a committee or committees appointed by the Board. The standing committees of the Company will include:

(i) the Audit and Risk committee;

(ii) the Remuneration committee;

(iii) Tennis Country; and

(iv) Tennis Sydney.

(b) A committee must exercise the powers delegated to it in accordance with any directions of the Directors. The effect of the committee exercising a power in this way is the same as if it had been exercised by the Directors.

(d) Where a meeting of a committee is held and:

(i) a chairperson of the committee has not already been elected to chair that meeting under clause 16.10(c); or

(ii) the previously elected chairperson of the committee is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act,

the members present may elect one of their number to be chairperson of the meeting.

(e) A committee may meet and adjourn as it thinks fit unless otherwise directed by the Directors.

(f) A quorum for committee meetings will be a majority of committee members of the relevant committee at the relevant time.

(g) Questions arising at a meeting of a committee must be determined by a majority of votes of the members present and entitled to vote.

(h) In the case of an equality of votes, the chairperson does not have a casting vote.

16.11 Acts of Directors valid despite defective appointment

Any act done at any meeting of the Directors or of a committee of Directors by any person acting as a Director is, although it is later discovered that there was some defect in the

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26 appointment of any such Director or that the Director was disqualified, is valid as if the Director had been duly appointed and was qualified to be a Director or to be a member of the committee.

16.12 Board confidentiality

Business proceedings at Board and committee meetings are confidential to the Company and are not to be disclosed except as specifically authorised by the Board or required by law or where such information has been officially released as a public record.

17. By laws and policies

The Directors have the power to make, repeal and amend:

(a) by-laws which in their opinion are necessary or desirable to regulate and manage the affairs and the establishment and conduct of the Company and its committees; and

(b) policies in relation to the proper management, administration and progress of Tennis in New South Wales,

provided that such by-laws and policies are consistent with this Constitution.

18. Secretary

A Secretary of the Company holds office on such terms and conditions, as to remuneration and otherwise, as the Directors determine, and need not be a Member.

19. Chief Executive Officer

(a) The Chief Executive Officer of the Company will be appointed by the Directors for a term and at remuneration and on conditions determined by them.

(b) The Chief Executive Officer is entitled to attend and be heard on any matter at all Directors' and general meetings, but is not entitled to vote.

(c) The Chief Executive Officer must ensure notices, agendas and minutes for all Board meetings and Members' meetings are prepared and distributed as required.

(d) Subject to the Corporations Act, this Constitution and the delegations of the Board, the Chief Executive Officer has the power to perform such things as are necessary or desirable for the proper management of the Company.

(e) Any prior act of the Chief Executive Officer will not be invalidated by a resolution of the Board.

(f) Subject to the delegations of the Board and the approved budget, the Chief Executive Officer may employ such personnel as deemed necessary for the continued operations of the Company.

(g) The Chief Executive Officer must provide regular reports to the Board on all Company activities.

(h) The Directors may, subject to the terms of the Chief Executive Officer's employment contract, suspend, remove or dismiss the Chief Executive Officer.

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27 20. Execution of documents

20.1 Use of seal optional

Except where required by the Corporations Act, the Company need not have or use the common seal to execute documents or deeds. The Directors may resolve whether or not the Company is to have or use a common seal.

20.2 Execution without the seal

The Company may validly execute a document (including a deed) without using the common seal if the document is signed by a Director and countersigned by another Director, Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

20.3 Execution using the seal

The Company may validly execute a document (including a deed) by fixing the common seal to the document and the fixing being witnessed by a Director and countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

20.4 Execution by authorised persons

Clauses 20.2 and 20.3 do not limit the ability of the Directors to authorise a Director, or other person who is not an officer of the Company, to execute a document for and on behalf of the Company.

21. Inspection of records

A Member does not have the right to inspect any document of the Company except as provided by the Corporations Act or authorised by the Directors or by the Company in general meeting.

22. Notices

22.1 Notices in writing

Any notice given by the Company to any Member must be:

(a) in writing, legible and in English; and

(b) signed by an officer of the Company or in any way authorised by the Board.

22.2 Service

The Company must give a notice to any Member by:

(a) serving it on the Member personally;

(b) sending it by post to the Member's address as shown in the Register or an alternative address (if any) supplied by the Member to the Company for the purpose of giving notices;

(d) sending it by email to the email address (if any) nominated by the Member.

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28 22.3 Deemed receipt

A notice is deemed to be duly given or made in the case of:

(a) delivery in person, when delivered;

(b) delivery by post:

(i) in Australia to an Australian address, on the third day after posting; or

(ii) in any other case, on the tenth day after posting; or

(c) delivery by facsimile, on a transmission report being printed by the Company's facsimile machine stating that the document has been sent to the Member's facsimile number,

but if delivery is not made before 5.00 pm on a day it will be deemed to be received at 9.00 am on the next day.

23. Audit and accounts

23.1 Company must keep accounts

The Board must cause the Chief Executive Officer and the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director and the Company's auditor to inspect those records at all reasonable times.

23.2 Audit

The Board must cause the Company’s financial report for each financial year to be audited and obtain an auditor’s report.

23.3 Financial reporting

The Board must cause the Company to prepare a financial report and a Director's report that comply with the Corporations Act and must report to the Members in accordance with the Corporations Act no later than the deadline set by the Corporations Act.

23.4 Conclusive reports

Audited financial reports tabled before the Company in general meetings are conclusive except as regards errors notified to the Company within 3 months after the relevant general meeting. If the Company receives notice of an error within that period, it must immediately correct the report and the report as corrected is then conclusive.

24. Winding up

If upon the winding up or dissolution of the Company, there remains after satisfaction of all its debts and liabilities any property whatsoever, the same will not be paid to or distributed among the Members of the Company but will be given or transferred to some other

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29 institution or institutions, organisation or organisations having objects similar to the objects of the Company, and which prohibits the distribution of its income and property amongst its Members, to an extent at least as great as imposed on the Company under or by virtue of clause 5 and determined by a Special Resolution of Members passed at a general meeting or in default thereof by such judge of the Supreme Court of New South Wales as may have or acquires jurisdiction in the matter.

25. Indemnity

25.1 Interpretation

In this clause 25:

(a) proceedings means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act in their capacity as an officer of the Company (including proceedings alleging that they were guilty of negligence, default, breach of trust or breach of duty in relation to the Company); and

(b) officer has the meaning given to that term in section 9 of the Corporations Act.

25.2 Scope of indemnity

In addition to any other indemnity provided to an officer of the Company in accordance with the Corporations Act, and to the extent permitted by the Corporations Act:

(a) every officer of the Company will be indemnified out of the assets of the Company against any liability incurred by them in relation to the execution of their office;

(b) no officer of the Company is liable for any loss or damage incurred by the Company in relation to the execution of his or her office;

(c) every officer of the Company will be indemnified out of the assets of the Company against any liability which he or she incurs:

(i) in defending any proceedings, whether civil or criminal, in which judgment is given in favour of the officer or in which the officer is acquitted; and

(ii) in connection with any application, in relation to any such proceedings, in which relief is granted under the Corporations Act to the officer by the Court; and

(d) every officer of the Company will be indemnified out of the assets of the Company against any liability to another person (other than the Company or a Related Body Corporate) where the liability is incurred by the officer in their capacity as an officer of the Company, provided that this indemnity will not apply where the liability arises out of conduct involving a lack of good faith.

25.3 Insurance

In addition to the payment of any other insurance premium by the Company in accordance with the Corporations Act, and to the extent permitted by the Corporations Act, the Company may pay the premium in respect of a contract insuring an officer of the Company against a liability:

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30 (a) incurred by the officer of the Company in his or her capacity as officer, provided that the liability does not arise out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Corporations Act; or

(b) for costs and expenses incurred by that officer of the Company in defending proceedings, whatever their outcome.

26. Variation or amendment of Constitution

This Constitution may be varied or amended from time to time in accordance with the Corporations Act.

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31 Schedule

Proxy form Tennis New South Wales Ltd General meeting [date]

I, ……………………………………….. of ………………………………………. being a Member of the Company appoint ……………………………………….. of ………………………………………. or if no person is named, the chairperson of the general meeting as my proxy to vote and act for me and on my behalf at the general meeting of members of the Company to be held on [date] and any other day to which that general meeting is adjourned or postponed.

My proxy is authorised to exercise my voting rights and I direct my proxy to vote in the following manner:

No Resolution [list in sequence of ordinary and For Against Abstain special business]

If you have appointed the chairperson as your proxy and you do not wish to direct the chairperson how to vote, please place a mark in the box (below).

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if they have an interest in the outcome of the resolution and votes cast by the chairperson other than as proxy holder will be disregarded because of that interest.

The chairperson intends to vote in favour of/against the resolutions [insert details].

………………………………………..

Dated

………………………………………..

Signed

Signature of Member (note if the Member is a company, the proxy form should be signed in accordance with the Member company's constitution and with the Corporations Act 2001 (Cth).)

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ANNEX 9

Member Votes

Club Region Votes based on no. of players Votes based on no. of courts Life Member Vote Total number of votes Metropolitan A Tennis Adventure Region 1 1 2 Metropolitan AbbTen Region 0 1 1 South East Ace Tennis and Leisure Region 2 2 4 Adamstown Rosebud Northumberland Tennis Club Region 1 1 2 South East Albion Park Tennis Club Region 1 1 2 Albury Tennis South West Association Region 1 3 4 Allambie Heights Metropolitan Community Tennis Club Region 1 1 2 North East Alstonville Tennis Club Region 1 3 4 Metropolitan Alvon Private Court Region 0 1 1 North West Armidale Tennis Club Region 1 2 3 Artarmon Community Metropolitan Tennis Region 3 2 5 Artarmon District Metropolitan Tennis Club Region 1 1 2 Avoca Beach Tennis Northumberland Club Inc Region 2 1 3 Metropolitan Balgowlah Tennis Club Region 1 1 2 North East Ballina Tennis Club Inc Region 2 3 5 Balranald Lawn Tennis South West Club Region 1 2 3 Bangalow Tennis Club North East Inc. Region 1 1 2

Bar Beach Tennis Club Northumberland Incorporated Region 1 2 3 Bareena Park Tennis Metropolitan Club Inc Region 1 2 3 Barellan & District War South West Memorial Tennis Club Region 1 1 2 Bargo Yanderra Tennis Metropolitan Club Region 1 1 2 Barker College Tennis Metropolitan Club Region 0 1 1 Barraba Town & District North West Tennis Club Region 1 2 3 Bateau Bay Tennis Northumberland Centre Region 1 1 2 Batemans Bay Tennis South East Club Region 1 3 4 Bathurst Carillon City Central West Tennis Club Inc. Region 2 3 5 Central West Bathurst Tennis Centre Region 0 1 1 Metropolitan Bayview Tennis Club Region 1 1 2 North East Beechwood Tennis Club Region 1 1 2 Beecroft Lawn Tennis Metropolitan Club Region 1 2 3 South East Bega Tennis Club Inc. Region 1 2 3 Bellingen Park Tennis North East Club Region 1 1 2 Metropolitan Belrose Tennis Club Inc. Region 1 1 2 Berala-Carramar Hardcourt Tennis Metropolitan Association Region 1 3 4

South East Berridale Tennis Club Region 1 1 2 South East Berry Tennis Club Region 1 1 2 Bingara Sporting Tennis North West Club Region 1 1 2 North West Binnaway Tennis Club Region 1 1 2 North East Blackhead Tennis Club Region 1 1 2 Blackheath Tennis Club Metropolitan Inc. Region 1 1 2 Blacktown City Council- Metropolitan Jonas Bradley Reserve Region 0 1 1 Metropolitan Blacktown Tennis Inc Region 1 2 3 Blacktown Venue Management-Stanhope Metropolitan Gardens Region 0 1 1 Metropolitan Blast Sports Sydney Region 0 1 1 Blayney District Tennis Central West Club Region 1 2 3 Blue Mountains Tennis Central West Association Region 1 1 2 Metropolitan Bluegum - Private Court Region 1 1 2 South East Bodalla Tennis Club Inc Region 1 1 2 Bolton Point Tennis Northumberland Club Region 1 1 2 Bolwarra & District Northumberland Tennis Club Region 1 1 2 South East Bombala Tennis Club Region 1 2 3

North East Bonny Hills Tennis Club Region 1 1 2 Metropolitan Boronia Tennis Court Region 0 1 1 South East Bowral Tennis Club Inc Region 1 2 3 Braidwood Tennis Club South East Inc Region 1 1 2 Branxton District Tennis Northumberland Club Region 1 1 2 Brenan Park Tennis Metropolitan Centre Region 1 2 3 South West Brocklesby Tennis Club Region 1 1 2 Broken Hill Tennis Central West Association Region 1 3 4 Broulee Tennis Social South East Club Inc. Region 1 1 2 Brunswick Heads North East Tennis Club Inc Region 1 1 2 North East Brushgrove Tennis Club Region 0 1 1 Bulahdelah Tennis Club North East Inc Region 1 1 2 Bulli & Districts Tennis South East Association Region 2 2 4 South East Bundanoon Tennis Club Region 1 1 2 Bungendore Park South East Tennis Club Region 1 1 2 Bungowannah Tennis South West Club Region 1 1 2 South East Burrawang Tennis Club Region 1 1 2 Burrumbuttock Tennis South West 1 2 3

Club Inc Region North East Byabarra Tennis Club Region 1 1 2 North East Byron Bay Tennis Region 3 1 4 Cagney Tennis Northumberland Academy Region 2 3 5 Camden District Tennis Metropolitan Association Region 3 2 5 Metropolitan Cammeray Tennis Club Region 1 1 2 Metropolitan Camperdown Tennis Region 3 1 4 South East Candelo Tennis Club Region 1 1 2 Canterbury-Bankstown Metropolitan Tennis Association Region 3 3 6 Metropolitan Careel Bay Tennis Club Region 1 2 3 Carrington Tennis Club Northumberland Inc Region 0 1 1 Casino Town Tennis North East Club Inc Region 1 2 3 Castlecrag Sports Club Metropolitan Inc Region 1 1 2 Caves Beach Tennis Northumberland Club Inc Region 2 1 3 Cawongla District Tennis and Recreation North East Club Inc. Region 1 1 2 Metropolitan Centennial Parklands Region 0 1 1 Central Coast Sports Northumberland College Region 0 1 1 Cessnock Tennis Club Northumberland 1 3 4

Region Charles Stuart South West University Region 0 2 2 Charmhaven Tennis Northumberland Centre Region 2 1 3 Chatswood Tennis Club Metropolitan Ltd Region 2 3 5 Cheltenham Recreation Metropolitan Club Region 1 1 2 City of Parramatta Metropolitan Council Region 0 1 1 City of Wollongong South East Tennis Club Region 3 3 6 Clarence Town & Northumberland District Tennis Club Inc Region 1 1 2 Metropolitan Cleland Tennis Club Inc Region 1 1 2 North East Clunes Tennis Club Region 1 1 2 Coachwood Park Tennis South East Club Region 0 1 1 Cobargo Sport & Tennis South East Club Inc Region 1 1 2 Coffs Harbour & District North East Tennis Association Region 1 1 2 Coffs Harbour Tennis North East Club Region 1 3 4 Metropolitan Collaroy Tennis Club Inc Region 2 2 4 South East Colo Vale Tennis Club Region 0 1 1 North East Comboyne Tennis Club Region 0 1 1 Complete Tennis Unit South East Trust Region 3 1 4

Metropolitan Coolong Court Region 0 1 1 Coomba Park Tennis North East Club Inc. Region 1 1 2 Coonabarabran Tennis North West Club Region 1 2 3 Coonamble Wanderers North West Tennis Club Region 0 1 1 Metropolitan Cooper Park Tennis Region 0 2 2 Cootamundra Town South West Tennis Club Inc. Region 1 2 3 Central West Cooyal Tennis Club Region 1 1 2 Copacabana Tennis Northumberland Club Region 1 1 2 Copmanhurst Tennis North East Club Region 1 1 2 North East Coraki Tennis Club Region 1 1 2 South East Corrimal Tennis Centre Region 0 2 2 Coursing Park Tennis South West and Community Centre Region 1 1 2 Coutts Crossing Tennis North East Courts Region 1 1 2 Central West Cowra Tennis Club Region 1 3 4 Crescent Head Country North East Club Region 1 1 2 Crestwood Tennis Metropolitan Association Inc. Region 1 1 2 Crookwell District South West Tennis Association Region 1 2 3 Croydon Tennis Centre Metropolitan 1 1 2

Region Central West Cudal Tennis Club Region 1 1 2 Culcairn Town Tennis South West Club Region 1 2 3 Metropolitan Cumberland Council Region 0 1 1 Cundletown Tennis North East Club Inc Region 1 1 2 Dalmeny Tennis Club South East Inc. Region 1 1 2 Dapto District Tennis South East Club Region 0 1 1 Delegate Tennis Club South East Inc Region 0 1 1 Deniliquin Lawn Tennis South West Club Region 1 1 2 Don Dorrigo Tennis North East Club Inc. Region 1 1 2 Douglas Park Tennis Metropolitan Club Inc Region 1 1 2 North West Dunedoo Tennis Club Region 0 2 2 North East Dunoon Tennis Club Region 0 1 1 East Lismore Tennis North East Club Region 1 1 2 East Maitland Park Northumberland Tennis Club Inc. Region 1 1 2 Eastern Suburbs Tennis Metropolitan Association Region 2 3 5 Eastwood-Thornleigh District Tennis Metropolitan Association Region 2 3 5 Eglinton District Tennis Central West 1 2 3

Club Inc. Region Elanora Park Tennis Metropolitan Club Region 1 1 2 Eltham Sport & North East Recreation Committee Region 0 1 1 Englands Park Tennis North East Club Inc Region 1 2 3 Northumberland Erina Tennis Club Region 1 1 2 Ermington United Sports & Recreation Metropolitan Club Inc. Region 1 1 2 South East Erowal Bay Tennis Club Region 1 2 3 Eurobodalla Tennis South East Ladies Competition Region 1 1 2 Evans Head Tennis Club North East Inc Region 1 1 2 Metropolitan Evolution Sports Pty Ltd Region 0 2 2 Metropolitan Evolve Tennis Academy Region 2 1 3 South East Exeter Tennis Club Inc Region 1 1 2 Farmborough Heights South East Tennis Club Region 0 1 1 North East Federal Tennis Club Region 1 1 2 South East Fernhill Tennis Club Inc Region 1 1 2 South East Figtree Tennis Club Region 0 1 1 Northumberland Fingal Bay Tennis Club Region 1 1 2 Finley Tennis Club South West 1 1 2

Region Five Dock Park Tennis Metropolitan Centre Region 0 1 1 Forbes & District Tennis Central West Club Inc. Region 1 3 4 Forestville Park Tennis Metropolitan Club Region 1 2 3 North East Forster Tennis Club Region 2 3 5 Metropolitan FX Tennis Academy Region 0 3 3 South West Gerogery Tennis Club Region 1 1 2 Gerogery West Tennis South West Club Region 0 1 1 Gerringong Tennis Club South East Inc. Region 1 2 3 Gilmore Park Tennis South East Club Region 0 1 1 North East Gladstone Tennis Club Region 1 1 2 Glen Innes & District North West Tennis Association Region 1 3 4 Glenbrook Community Metropolitan Tennis Club Inc. Region 1 1 2 South West Glenly Tennis Club Region 0 2 2 Gloucester District North East Tennis Association Region 1 3 4 Goonellabah Tennis North East Club Region 1 2 3 Gosford & District Northumberland Tennis Association Region 2 3 5 Goulburn Railway South West Tennis Club Inc Region 1 1 2

Goulburn Tennis Club South West Inc Region 2 3 5 Metropolitan GPA Tennis Region 0 1 1 Grafton City Tennis North East Club Region 1 3 4 Graham Park Tennis South East Club Region 0 1 1 Metropolitan Grand Slam Tennis Region 3 2 5 Gresford District Tennis Northumberland Association Region 0 1 1 South West Griffith Tennis Club Region 1 3 4 Gulgong & District Central West Tennis Association Region 1 1 2 Gundy Tennis and Northumberland Social Club Region 0 1 1 North West Gunnedah Tennis Club Region 1 3 4 Gunning District Tennis South West Association Inc. Region 1 1 2 Guyra & District Tennis North West Association Region 1 2 3 Metropolitan Hallam Ave Tennis Club Region 1 1 2 Hamilton Park Tennis Northumberland Club Inc. Region 1 1 2 Hannam Vale P & C North East Tennis Club Region 1 1 2 South West Harden Tennis Club Region 1 1 2 North East Harrington Tennis Club Region 1 1 2 Hastings Park Tennis Metropolitan 1 1 2

Centre Region North East Hat Head Tennis Club Region 0 1 1 Hawkesbury District Central West Tennis Association Region 2 2 4 South West Hay Tennis Club Inc. Region 2 2 4 Helensburgh & District South East Tennis Club Region 0 1 1 South West Henty Park Tennis Club Region 1 2 3 North East Hernani Tennis Club Region 1 1 2 Northumberland Hillcrest Tennis Club Region 1 1 2 Metropolitan Hillcrest Tennis Courts Region 1 1 2 Hills District Tennis Metropolitan Association Region 3 3 6 Hillsborough & District Northumberland Tennis Club Region 1 1 2 Hinton & District Tennis Northumberland Club Inc Region 1 1 2 South West Holbrook Tennis Club Region 0 2 2 Hopwood Park Tennis South West Club Region 1 2 3 Hornsby Kuring-Gai District Tennis Metropolitan Association- Mills Park Region 2 3 5 Northumberland Howe Park Tennis Club Region 1 3 4 South West Howlong Tennis Club Region 1 2 3 Hume Country Tennis South West 2 1 3

Association Region South West Hume Tennis Club Inc. Region 1 2 3 Metropolitan Hunters Hill Club Region 0 1 1 Metropolitan Hunters Hill Tennis Club Region 1 2 3 South East Huskisson Tennis Club Region 1 2 3 Illawarra Suburbs Lawn Metropolitan Tennis Association Region 3 3 6 In Deep Tennis & Metropolitan Fitness Region 1 1 2 Metropolitan Ingleburn Tennis Club Region 1 2 3 Metropolitan Inspire Tennis Region 0 1 1 North West Inverell Tennis Club Inc Region 1 3 4 Jamberoo Tennis Club South East Inc. Region 1 1 2 Jensen's Tennis Centre / City Community Metropolitan Tennis Region 3 3 6 South West Jindera Tennis Club Region 0 2 2 Junction Hill Tennis North East Club Region 1 1 2 South West Junee Tennis Club Inc. Region 1 1 2 Kangaroo Valley Tennis South East Club Region 1 1 2 Karuah & District Northumberland Tennis Club Inc. Region 1 1 2 Katoomba Tennis Club Metropolitan 1 1 2

Region Kempsey Tennis Club North East Inc Region 1 3 4 North East Kendall Tennis Club Region 2 2 4 Kiama & Shellharbour District Tennis South East Association Region 2 2 4 South East Kiama Tennis Club Region 2 3 5 Metropolitan Kilkare Tennis Club Region 0 1 1 Killara Lawn Tennis Metropolitan Club Region 1 1 2 Metropolitan Kim Warwick Tennis Region 3 3 6 Kincumber Tennis Club Northumberland Inc Region 1 1 2 Kingscliff Tennis Club North East Inc. Region 1 2 3 Kioloa Bawley Point South East Tennis Club Region 1 1 2 Koobilya Street Tennis Metropolitan Court Region 0 2 2 Kooringal Tennis Club South West Inc. Region 1 1 2 Metropolitan Kooroora Tennis Club Region 1 2 3 North East Krambach Tennis Club Region 1 1 2 Northumberland Kurri Kurri Tennis Club Region 1 2 3 North East Kyogle Tennis Club Inc Region 1 1 2 Lachlan Tennis South West 1 1 2

Association Region North East Lake Cathie Tennis Club Region 1 1 2 Lake Macquarie Tennis Northumberland Centre Region 1 1 2 Lakeside Tennis Group Northumberland Inc Region 1 1 2 Lane Cove Tennis Club Metropolitan Inc. Region 2 2 4 Lane Cove West Tennis Metropolitan Club Region 1 1 2 Metropolitan Lawson Tennis Club Region 1 1 2 Learmonth Park Tennis Northumberland Club Region 1 1 2 Leeton District Tennis South West Club Region 1 2 3 Metropolitan Lindfield Tennis Club Region 1 1 2 Lismore & District North East Tennis Association Region 0 1 1 North East Lismore Tennis Club Region 1 2 3 Lithgow City Tennis Central West Club Inc. Region 2 3 5 Metropolitan Longueville Tennis Club Region 2 2 4 Metropolitan Love'n Deuce Pty Ltd Region 3 3 6 Lower Bucca Tennis North East Club Region 1 1 2 Lower Clarence Tennis North East Association Region 1 2 3 Macksville Tennis Club North East Inc. Region 1 1 2

Macquarie View Tennis Central West Club Region 1 1 2 Maidens Brush Tennis Northumberland and Sporting Club Region 1 1 2 Maitland & District Northumberland Tennis Association Region 0 1 1 Maitland City Tennis Northumberland Club Region 1 3 4 Northumberland Maitland Tennis Centre Region 1 1 2 South East Malua Bay Tennis Club Region 1 1 2 Mangoplah Tennis Club South West Inc Region 1 2 3 Manly Lawn Tennis Metropolitan Club Region 1 2 3 Marconi Tennis Metropolitan Academy Region 2 2 4 Marlee Tennis & North East Recreation Club Inc Region 1 1 2 South West Marrar Tennis Club Region 0 1 1 Marrickville & District Hardcourt Tennis Metropolitan Assoc. Region 1 1 2 Marrickville District Metropolitan Lawn Tennis Club Region 1 2 3 Mason's Court and Metropolitan Land Region 0 1 1 Metropolitan Max Tennis Region 2 2 4 South East Meadows Tennis Club Region 1 2 3 Northumberland Medowie Tennis Club Region 1 2 3

Mendooran Tennis Club Central West Inc. Region 1 1 2 South East Merimbula Tennis Club Region 1 2 3 Merriwa Tennis Club Northumberland Inc. Region 1 1 2 Millers Point Metropolitan Community Tennis Club Region 1 1 2 Milton-Ulladulla District South East Tennis Association Inc Region 2 3 5 Minnamurra Tennis South East Club Inc. Region 1 1 2 Mittagong Bluebirds South East Tennis Club Region 1 1 2 Metropolitan MLC School Region 1 1 2 Metropolitan Mona Vale Tennis Club Region 0 1 1 North West Moree Tennis Club Inc. Region 1 3 4 South East Moruya Tennis Club Region 0 1 1 Mosman Lawn Tennis Metropolitan Club Region 1 2 3 Metropolitan Mosman Tennis Centre Region 0 1 1 Moss Vale Tennis Club South East Inc. Region 1 2 3 Mount Hutton Tennis Northumberland Club Region 0 2 2 Mount Riverview & Metropolitan District Tennis Club Inc. Region 1 1 2 South East Mt Kembla Tennis Club Region 0 1 1 Mudgee District Tennis Central West 1 3 4

Club Region Mullumbimby Tennis North East Association Region 1 2 3 Murrumbateman South West Tennis Club Inc Region 1 1 2 Murwillumbah Tennis North East Club Inc Region 1 2 3 Muswellbrook Park Northumberland Tennis Club Inc. Region 1 2 3 North East Myall Park Tennis Club Region 1 1 2 Nabiac Tennis North East Association Inc. Region 1 1 2 Nambucca Heads North East Tennis Club Region 1 1 2 Nareena Hills Tennis South East Club Region 0 1 1 South East Narooma Tennis Club Region 1 2 3 Narrabri District Tennis North West Association Region 0 3 3 South West Narrandera Tennis Club Region 1 2 3 Narraweena Tennis Metropolitan Club Region 1 1 2 Narromine Tennis Club Central West Inc. Region 1 1 2 Northumberland Nelson Bay Tennis Club Region 1 2 3 Nepean District Tennis Central West Association Inc. Region 3 3 6 Newcastle & District Northumberland Tennis Association Inc Region 3 3 6 Newcastle Ladies Northumberland Midweek Tennis Club Region 1 1 2

Newcastle Tennis Club Northumberland Inc Region 1 1 2 North Albury Sacred South West Heart Tennis Club Inc. Region 1 1 2 North Arm Cove Tennis Northumberland Club Incorporated Region 1 1 2 Northern Suburbs Ladies Midweek Tennis Metropolitan Association Inc Region 1 1 2 Northern Suburbs Metropolitan Tennis Association Region 3 2 5 Nowendoc Tennis North West Committee Region 0 1 1 NSW Catholic Lawn Metropolitan Tennis Association Region 1 3 4 NSW Chinese Tennis Metropolitan Association Region 1 1 2 NSW Hardcourt Tennis Metropolitan Association Inc Region 0 1 1 Oak Flats Tennis Club South East Inc. Region 1 1 2 Ocean Shores Tennis North East Club Inc Region 1 1 2 North East Old Bar Tennis Club Region 1 2 3 Olympic Park Tennis Northumberland Club Region 1 2 3 Orange Ex-Services' Central West Tennis Club Region 1 1 2 Orange Indoor Tennis Central West Club Region 0 2 2 Pacific Palms Tennis North East Club Region 1 1 2 South East Pambula Tennis Club Region 1 2 3

Paramount Tennis Club Central West - Dubbo Region 2 3 5 Central West Parkes Tennis Club Inc Region 1 3 4 South East Parkview Tennis Club Region 0 1 1 Parramatta City Tennis Metropolitan Inc. Region 3 3 6 Northumberland Paterson Tennis Club Region 1 1 2 Metropolitan Paul's Tennis Academy Region 3 1 4 Pearl Beach Tennis & Northumberland Recreation Club Region 1 1 2 Penrith City Council- Werrington Tennis Metropolitan Courts Region 0 1 1 Metropolitan Penrith City Tennis Club Region 0 1 1 South East Penrose Tennis Club Region 0 1 1 Metropolitan Picton Tennis Club Region 1 3 4 South East Pinecourt Tennis Club Region 0 1 1 Pleasant Hills Tennis South West Club Inc Region 0 1 1 Port Macquarie Tennis North East Club Region 1 2 3 Pottsville Beach Tennis North East Club Inc. Region 1 1 2 South East Primbee Tennis Club Region 0 1 1 Queenswood School for Metropolitan Girl Tennis Centre Region 3 1 4

Raglan & District Tennis Central West Club Region 0 1 1 South East Railway Tennis Club Region 0 1 1 Northumberland Raworth Tennis Centre Region 1 2 3 Rawson Park Tennis Metropolitan Centre Region 0 1 1 Raymond Terrace & Northumberland District Tennis Club Region 1 2 3 Redgrave Park Tennis South West Club Inc Region 1 1 2 Redsport Tennis Metropolitan Coaching Region 1 1 2 Metropolitan Revolution Tennis Region 2 1 3 North East Riverside Tennis Club Region 1 1 2 South East Robertson Tennis Club Region 1 1 2 Metropolitan Rockdale Tennis Club Region 0 1 1 Rod Fahey Tennis Metropolitan School Region 2 3 5 Roselands - Treetops Metropolitan Tennis Court Region 1 1 2 Roseville Lawn Tennis Metropolitan Club Region 1 2 3 Roseville Park Tennis Metropolitan Club Inc Region 1 1 2 Metropolitan Ryde Balmain Tennis Region 1 3 4 South West San Isidore Tennis Club Region 1 1 2 Sawtell Tennis Club Inc North East 1 3 4

Region Scone Hardcourt Tennis Northumberland Association Region 1 2 3 North East Scotts Head Tennis Club Region 1 1 2 Metropolitan Shaun Hibbert Tennis Region 2 2 4 Shoal Bay Tennis Club Northumberland Inc Region 1 1 2 Shoalhaven District South East Tennis Association Inc Region 1 3 4 Shoalhaven Heads South East Tennis Club Region 0 1 1 Snape Park Tennis Metropolitan Centre Region 2 2 4 Soldiers Point Tennis Northumberland Club Region 1 1 2 South Camden Tennis Metropolitan Club Region 1 2 3 South Kempsey Tennis North East Club Region 1 1 2 South Swansea Tennis Northumberland Club Region 1 1 2 South Wagga Tennis South West Club Region 1 2 3 Southern Cross Tennis Metropolitan Academy Region 1 2 3 Sporties Tennis Club North East Tuncurry Region 0 1 1 Sports Management Metropolitan Group Region 0 1 1 Metropolitan Springwood Tennis Club Region 1 3 4 Northumberland St Andrews Tennis Club Region 1 1 2

St James Park Tennis South East Club Region 0 1 1 St Joseph's College Metropolitan (Hunters Hill) Region 0 1 1 South West St Patricks Tennis Club Region 1 3 4 Staggy Creek Tennis North West Club Region 1 1 2 Stanwell Park Tennis South East Club Region 0 1 1 South East Station Street Courts Region 0 1 1 Northumberland Stockton Tennis Club Region 1 2 3 Metropolitan Strathfield Sports Club Region 2 3 5 Stroud & District Tennis North East Association Region 1 1 2 Stuarts Point and North East District Tennis Club Region 0 1 1 Sydney Maccabi Tennis Metropolitan Club Region 3 2 5 Sydney Sports Metropolitan Management Group Region 3 3 6 Metropolitan Sydney Uni Tennis Region 0 1 1 Sydney University Lawn Metropolitan Tennis Club Region 1 1 2 Sylvania Waters Tennis Metropolitan Centre Region 3 2 5 South West T Town Tennis Region 1 2 3 South West Table Top Tennis Club Region 1 1 2 Taralga & District South West 1 1 2

Tennis Association Region Taree Tennis Centre North East (MRTC) Region 1 2 3 Tathra Beach Country South East Club Tennis Club Region 1 2 3 Northumberland Tennis Central Region 3 2 5 Metropolitan Tennis Macarthur Region 3 1 4 Tennis Northern Metropolitan Beaches Region 2 2 4 Metropolitan Tennis Seniors NSW Region 3 1 4 Metropolitan Tennis Sydney Inc Region 1 1 2 North East Tennis Terranora Region 1 2 3 Metropolitan Tennis Valley Region 1 1 2 South East Tennis Wollongong Inc. Region 2 1 3 Tenterfield District North West Tennis Association Inc. Region 1 1 2 Terrey Hills Tennis Club Metropolitan Ltd Region 1 2 3 Northumberland Terrigal Tennis Club Region 1 1 2 The Channon Public North East Hall Trust Tennis Club Region 0 1 1 North West The Courts @ East Region 2 2 4 The Entrance District Northumberland Tennis Club Region 1 1 2 The King's School Metropolitan Tennis Club Region 0 1 1

Metropolitan The Neutral Bay Club Region 3 1 4 The Pines/Telopea Metropolitan Private Court Region 1 1 2 South West The Rock Tennis Club Region 1 1 2 The Royal Sydney Golf Metropolitan Club Region 1 3 4 Metropolitan The Scots College Region 0 1 1 Metropolitan The Social Serve Region 0 1 1 The Sydney Lawn Metropolitan Tennis Club Region 1 1 2 Metropolitan Thirlmere Tennis Club Region 0 1 1 Thornton Park Tennis Northumberland Club Inc. Region 0 1 1 South West Thurgoona Tennis Region 2 1 3 Northumberland Tilligerry Tennis Club Region 1 1 2 North East Tinonee Tennis Club Inc Region 1 1 2 North East Tintenbar Tennis Club Region 1 1 2 Tomakin Sports & South East Social Club Region 1 1 2 Metropolitan Toni O'Neill Region 0 1 1 Tony Podesta School of Metropolitan Tennis Region 2 1 3 Tooma & Tooma Pty Metropolitan Ltd Region 0 1 1 Topspin Tennis Northumberland 3 1 4

Newcastle Pty Ltd Region Central West Tottenham Tennis Club Region 1 2 3 Tourist Road Oval South East Tennis Club Region 1 1 2 Trangie Community Central West Tennis Region 1 1 2 Trumper Park Tennis Metropolitan Centre Region 3 2 5 North East Tullera Tennis Club Region 1 1 2 Tumbulgum Rangers North East Sports Club Inc Region 1 1 2 Tumut Lawn Tennis South West Club Region 1 2 3 Tuross Head Tennis South East Club Region 1 1 2 Tweed District Tennis North East Association Inc. Region 0 1 1 Tweed Heads Tennis North East Club Inc Region 1 3 4 Twin Towns Tennis Club North East Inc. Region 1 2 3 South West Uiver Park Tennis Club Region 1 1 2 North East Ulmarra Tennis Club Region 0 1 1 Umina Tennis & Northumberland Sporting Club Inc Region 1 2 3 South East Unanderra Tennis Club Region 0 1 1 North West Uralla Tennis Club Region 1 1 2 Uranquinty Tennis Club South West Inc Region 1 1 2

North East Valla Beach Tennis Club Region 1 1 2 Metropolitan Vanderville Tennis Club Region 1 1 2 Metropolitan Vince Barclay Tennis Region 2 3 5 Metropolitan Voyager Tennis Region 3 2 5 Wagga Wagga Tennis South West Association Region 2 3 5 South West Walbundrie Tennis Club Region 0 1 1 North West Walcha Tennis Club Region 0 2 2 Walla North Walla South West Tennis Club Inc Region 0 1 1 Metropolitan Wandella Tennis Court Region 0 1 1 Wandsworth Tennis North West Club Region 0 1 1 South West Waratah Tennis Club Region 0 1 1 Warren & District Central West Tennis Club Region 1 2 3 Waterview District North East Tennis Club Region 1 1 2 Wauchope Timbertown North East Tennis Club Region 0 2 2 South East Webb Park Tennis Club Region 0 1 1 Wentworth District South West Tennis Club Region 1 2 3 Wentworth Falls Tennis Metropolitan Club Inc Region 1 1 2 West Port Macquarie North East 2 3 5

Tennis Club Region West Tamworth Tennis North West Club Inc Region 1 2 3 West Wallsend Tennis Northumberland Club Region 1 1 2 West Wyalong Tennis South West Club Region 1 1 2 Western Suburbs Lawn Metropolitan Tennis Association Ltd Region 1 2 3 North East Westside Tennis Club Region 1 3 4 Wherrol Flat Tennis North East Club Region 0 1 1 Metropolitan Willougby Council Region 0 1 1 South East Windang Tennis Club Region 1 1 2 Wingecarribee Tennis South East Association Region 0 1 1 North East Wingham Tennis Club Region 1 2 3 Winmalee & District Metropolitan Tennis Club Inc Region 1 1 2 Winston Hills Tennis Metropolitan Academy Region 1 1 2 Wisemans Park Tennis South East Club Region 0 1 1 Wollombi Valley Tennis and Sports Association Northumberland Inc Region 1 1 2 Wollongong Tennis Court Administration South East Inc Region 2 1 3 Woolgoolga Tennis North East Club Region 1 2 3

North East Wooli Tennis Club Region 1 1 2 Woolooma Sport & North East Recreation Inc Region 1 1 2 Northumberland Woy Woy Tennis Club Region 1 2 3 Wyong District Tennis Northumberland Association Inc Region 3 3 6 South West Yass Lawn Tennis Club Region 1 2 3 Yerong Creek Tennis South West Club Inc Region 1 1 2 South West Young Tennis Club Inc Region 1 3 4 Beryl Collier Life Member 1 1 Brian Armstrong Life Member 1 1 Carol Langsford OAM Life Member 1 1 Des Nicholl AM Life Member 1 1 Geoff Pollard Life Member 1 1 Greg Doyle Life Member 1 1 Harry Beck Life Member 1 1 Jan O'Neill Life Member 1 1 John Newcombe AO OBE Life Member 1 1 John Whittaker OAM Life Member 1 1 Ken Rose Life Member 1 1 Ken Rosewall MBE AM Life Member 1 1 Lesley Bowrey Life Member 1 1 Malcolm Bergmann OAM Life Member 1 1 Margaret Court Life Member 1 1 Mick Parslow OAM Life Member 1 1 Paul Wigney Life Member 1 1

Shirley Paxton Life Member 1 1 Stan Pedersen Life Member 1 1 Todd Woodbridge Life Member 1 1 Tony Roche AO OBE Life Member 1 1 Wendy Saville Life Member 1 1

Total Votes 1251