Member Poll – Proposed Constitution Amendments - Sanctuary Cove Golf and Country Club

Member Poll – Proposed Constitution Amendments

Before progressing further with proposed amendments, we are seeking your feedback on below:

Proposed Amendment – Removal of Article 8.7

The Board is proposing the removal of Article 8.7 of the Holdings Constitution.

Article 8.7 was introduced in 2018 during a period when the Club was operating under financial constraint, following the sale of the Country Club and other land parcels to Mulpha. At that time, the provision served an important purpose in effectively “ringfencing” capital and ensuring a high level of member oversight on significant expenditure.

The Club is now in a materially different position.

Article 8.7 reflects a financial environment that no longer exists. The Club now operates from a position of greater stability, supported by stronger financial performance, improved balance sheet management, and more mature governance frameworks. Retaining a provision designed for a different set of circumstances is no longer aligned with how the Club operates today.

The Board is elected by members to oversee the strategy, financial management, and long-term sustainability of the Club. Requiring member approval for individual capital expenditure items can dilute that accountability, rather than strengthen it. This amendment ensures the Board is clearly accountable for these decisions, consistent with its fiduciary responsibilities.

Capital projects also increasingly require timely and commercially sound decision-making. Whether responding to asset condition, securing contractors, or progressing time-sensitive opportunities, the current requirement to seek member approval for each item above $250,000 can introduce delays, increase costs, and reduce the Club’s ability to act efficiently in its best interests.

In addition, the $250,000 threshold no longer reflects the scale of the Club’s operations or the cost of delivering capital works. As a result, relatively routine or operationally necessary projects can trigger a member vote, which was not the original intent of the provision.

Importantly, removing Article 8.7 does not reduce oversight or transparency. The Board will continue to operate under its fiduciary and statutory obligations, supported by established financial controls and ongoing reporting to members on capital expenditure and Club performance.

Article 8.7 was introduced for a specific purpose at a particular point in the Club’s history. While it served an important role at that time, it is no longer aligned with the Club’s current financial position, governance maturity, or operational needs.

Removing this provision will enable more effective, accountable, and timely decision-making, while maintaining appropriate governance and transparency for members.

Proposed Amendment to Article 2.2(f) Rights and Restrictions

The proposed amendment to Article 2.2(f) would provide the Board with a limited discretion to approve an applicant as a shareholder of the Company and an Equity Member of the Club in circumstances where that individual may otherwise be ineligible.

This includes situations where a person may have a prior indictable criminal conviction or has previously been expelled from a club.

Importantly, this is not intended to lower standards or broaden eligibility generally. Rather, it recognises that there may be exceptional cases where a strict, automatic exclusion does not appropriately reflect an individual’s circumstances.

For example, an individual may have made a mistake earlier in life, served their sentence, and demonstrated genuine rehabilitation over a significant period of time. In such circumstances, a blanket prohibition may not always be appropriate.

The proposed amendment allows the Board to apply judgement in these limited and exceptional cases, rather than being bound by an absolute exclusion.

Any such decision would be subject to very strict safeguards, and approval would only be possible where:

the Board has carefully considered all relevant circumstances, including the nature of the offence or expulsion, the time elapsed, and evidence of rehabilitation; and

the decision is supported by a unanimous resolution of the Board, with no delegation permitted.

This ensures that any approval is made cautiously, collectively, and only where it is clearly in the best interests of the Club.

The Board acknowledges that members may hold strong views on this matter. This amendment is not about changing the standards of the Club, but about allowing appropriate discretion in rare and exceptional circumstances where it is considered fair and reasonable to do so.

Proposed Amendment to Article 2.2 of the Constitution

Current wording	Proposed wording
Article 2.2 Rights and Restrictions (e) Subject to Article 2.2(f), the Company Board must not approve any issue or transfer of any Securities unless the proposed applicant or transferee (and if applicable, a nominee) has been approved by the Company Board. The Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) until: (i) the Company has been provided with the relevant nomination form for the applicant or transferee (and if applicable, a nominee) to be admitted as an Equity Member of the Club, with such nomination form being in such a form as determined by the Company Board from time to time; and (ii) the Company has received an executed copy of the contract, in such a form as determined by the Company Board from time to time, between the applicant or transferee (and if applicable, a nominee) and the Club which provides, amongst other things, that the applicant or transferee (and if applicable, a nominee) agree to be bound by the Club’s constitution and By-Laws. The decision of the Board in relation to the approval of a proposed applicant or transferee (and if applicable, a nominee) as an Equity Member of the Club is final and may not be challenged. (f) In addition to Article 2.2(e), the Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) as an Equity Member of the Club or any person as an Access Member of the Club, if such person: (i) is an undischarged bankrupt; (ii) is not of good character and financial standing acceptable to the Company; (iii) has been previously convicted of an indictable criminal offence; or (iv) has been previously expelled from a golf club.	Article 2.2 Securities Cap and Approvals of Securityholders and Club Members (e) Subject to Article 2.2(f), the Company Board must not approve any issue or transfer of any Securities unless the proposed applicant or transferee (and if applicable, a nominee) has been approved by the Company Board. The Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) unless the Company has received: (i) the relevant nomination form for the applicant or transferee (and if applicable, a nominee) to be admitted as an Equity Member of the Club, with such nomination form being in such a form as determined by the Company Board from time to time; and (ii) an executed copy of the contract, in such a form as determined by the Company Board from time to time, between the applicant or transferee (and if applicable, a nominee) and the Club which provides, amongst other things, that the applicant or transferee (and if applicable, a nominee) agree to be bound by the Club’s constitution and By-Laws; and (iii) such other documents or information as may be required by the Board from time to time in relation to the eligibility matters in Articles 2.2(f) and 2.2(g). (f) In addition to Article 2.2(e), the Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) as a Securityholder or Equity Member of the Club or any person as a member of the Club, if such person: (i) is an undischarged bankrupt; (ii) is not of good character and financial standing acceptable to the Company; (iii) has been previously convicted of an indictable criminal offence; (iv) has been previously expelled from a sporting, recreational, social, or other membership-based club or association; or (v) does not submit to a national police check or other criminal history checks as may be required by the Company. (g) Notwithstanding Articles 2.2(f)(iii) and 2.2(f)(iv), the Company Board may in its absolute discretion approve a proposed applicant, transferee, nominee or other person who would otherwise be ineligible under Articles 2.2(f)(iii) or 2.2(f)(iv), but only if: (i) the Board is satisfied, having regard to all relevant circumstances, including the nature of the offence or expulsion, the time elapsed since the offence or expulsion, evidence of rehabilitation, and the best interests of the Company and the Club, that approval is appropriate; and (ii) the approval is made by a unanimous resolution of the Board. No delegation of authority by the Board applies to an approval under this Article 2.2(g). (h) The Company Board may decline to approve a proposed applicant or transferee (and if applicable, a nominee) of Securities, or any person as an Equity Member or other member of the Club, in its absolute discretion.

Current wording

Proposed wording

Article 2.2
Rights and Restrictions

(e) Subject to Article 2.2(f), the Company Board must not approve any issue or transfer of any Securities unless the proposed applicant or transferee (and if applicable, a nominee) has been approved by the Company Board. The Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) until:

(i) the Company has been provided with the relevant nomination form for the applicant or transferee (and if applicable, a nominee) to be admitted as an Equity Member of the Club, with such nomination form being in such a form as determined by the Company Board from time to time; and

(ii) the Company has received an executed copy of the contract, in such a form as determined by the Company Board from time to time, between the applicant or transferee (and if applicable, a nominee) and the Club which provides, amongst other things, that the applicant or transferee (and if applicable, a nominee) agree to be bound by the Club’s constitution and By-Laws.

The decision of the Board in relation to the approval of a proposed applicant or transferee (and if applicable, a nominee) as an Equity Member of the Club is final and may not be challenged.

(f) In addition to Article 2.2(e), the Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) as an Equity Member of the Club or any person as an Access Member of the Club, if such person:

(i) is an undischarged bankrupt;

(ii) is not of good character and financial standing acceptable to the Company;

(iii) has been previously convicted of an indictable criminal offence; or

(iv) has been previously expelled from a golf club.

Article 2.2
Securities Cap and Approvals of Securityholders and Club Members

(i) the relevant nomination form for the applicant or transferee (and if applicable, a nominee) to be admitted as an Equity Member of the Club, with such nomination form being in such a form as determined by the Company Board from time to time; and

(ii) an executed copy of the contract, in such a form as determined by the Company Board from time to time, between the applicant or transferee (and if applicable, a nominee) and the Club which provides, amongst other things, that the applicant or transferee (and if applicable, a nominee) agree to be bound by the Club’s constitution and By-Laws; and

(iii) such other documents or information as may be required by the Board from time to time in relation to the eligibility matters in Articles 2.2(f) and 2.2(g).

(f) In addition to Article 2.2(e), the Company Board must not approve a proposed applicant or transferee (and if applicable, a nominee) as a Securityholder or Equity Member of the Club or any person as a member of the Club, if such person:

(i) is an undischarged bankrupt;

(ii) is not of good character and financial standing acceptable to the Company;

(iii) has been previously convicted of an indictable criminal offence;

(iv) has been previously expelled from a sporting, recreational, social, or other membership-based club or association; or

(v) does not submit to a national police check or other criminal history checks as may be required by the Company.

(g) Notwithstanding Articles 2.2(f)(iii) and 2.2(f)(iv), the Company Board may in its absolute discretion approve a proposed applicant, transferee, nominee or other person who would otherwise be ineligible under Articles 2.2(f)(iii) or 2.2(f)(iv), but only if:

(i) the Board is satisfied, having regard to all relevant circumstances, including the nature of the offence or expulsion, the time elapsed since the offence or expulsion, evidence of rehabilitation, and the best interests of the Company and the Club, that approval is appropriate; and

(ii) the approval is made by a unanimous resolution of the Board.

No delegation of authority by the Board applies to an approval under this Article 2.2(g).

(h) The Company Board may decline to approve a proposed applicant or transferee (and if applicable, a nominee) of Securities, or any person as an Equity Member or other member of the Club, in its absolute discretion.

View the current Constitution of Sanctuary Cove Golf and Country Cub Holdings Limited.

Member Poll – Proposed Constitution Amendments

Name(Required)
Member number(Required)
Do you support the proposed removal of Article 8.7 to allow the Board to approve capital expenditure decisions in accordance with its governance responsibilities without the requirement for a member vote for each individual item exceeding the specified threshold?(Required)

Yes

No

Unsure
Do you support the proposed amendment to Article 2.2 to allow the Board limited discretion (subject to unanimous approval) to admit an applicant who may otherwise be ineligible?(Required)

Yes

No

Unsure

We kindly ask that responses are submitted by midnight on Tuesday 7 April 2026.

Should you have any queries, please contact the Club at +61 7 5699 9000.

Member Poll – Proposed Constitution Amendments

Member Poll – Proposed Constitution Amendments

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