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. 1 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. 2 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. 3 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 4 ANNEX 1 Minutes of 2019 AGM 5 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. 1 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%.