NORTH MELBOURNE FOOTBALL CLUB LIMITED
ACN 006 468 962
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of North Melbourne Football Club Limited (“the Club”) will be held at 204-206 Arden Street, North Melbourne, Victoria on Wednesday, 8 March 2017 at 6:00pm (AEDT).

Business:

1. Director Election Results

In accordance with Rule 10.1(i) of the Club Constitution, at every General Meeting of the Club, one-third of the members of the Board (or, if their number is not an integral multiple of three, the number nearest one-third) shall retire and be eligible for re-election.

The members so retiring shall be the longest in office and in the case of equal seniority, the order of retirement shall in default of agreement be determined by lot. As such, directors Mr Benjamin Buckley and Mr Brian Walsh must retire at the 2016 Annual General Meeting. Each of Mr Benjamin Buckley and Mr Brian Walsh, being eligible, have offered themselves for re-election as Directors.

In accordance with Rule 10.1(c)(i) of the Club Constitution, nominations were sought for the two (2) Director positions which will become vacant on the day of the 2016 Annual General Meeting.

The request for nominations was published in the Herald Sun newspaper on 11 January 2017 and via the website of the Club at www.nmfc.com.au.

In response, complying nominations were received in respect of current Board members Mr Benjamin Buckley and Mr Brian Walsh.

Pursuant to Rule 10.1(d)(ii) of the Club Constitution, if the number of candidates does not exceed the number of vacancies on the Board to be filled at the relevant election, then those candidates shall be deemed to have been duly elected and will be declared duly elected without the need for an election to occur. Accordingly, each of Mr Benjamin Buckley and Mr Brian Walsh are duly reelected to the Board of the Club and no director elections will occur as part of the 2016 Annual General Meeting.

2. Amendment of the Club’s Constitution by special resolution

To consider and, if thought fit, to pass the following resolution as a special resolution (in accordance with section 136(2) of the Corporations Act 2001(C’th)):

“That with effect from the close of the Annual General Meeting, the Constitution of the Club be amended in the manner outlined in the Explanatory Memorandum and set out in the amended Constitution as tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification”.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting provides Members with information in relation to the proposed amendments to the Constitution and is designed to assist Members in making an informed decision regarding the special resolution to amend the Constitution as proposed.

3. Presentation of 2016 Directors’ Report, Financial Statements and Auditor’s Report Further Information

Under the Constitution of the Club, all Voting Members intending to vote must have been a Voting Member (as defined in the Constitution) for the 2016 Membership Year. All other categories of Club Members are entitled to attend but not vote.

All current Voting Members are entitled to attend and vote in person or by proxy or attorney, except in respect of Director elections. All other categories of Club Members are entitled to attend but not vote. A proxy must be appointed in writing on the form designated for that purpose, a copy which can be downloaded from the Club’s website www.nmfc.com.au or obtained from the Returning Officer, Mr Andrew Harris C/- the Club by telephone 1300 526 427 or by email to membership@nmfc.com.au.

Proxy forms must be completed and returned to the Returning Officer, Mr Andrew Harris, C/-Computershare by post at PO Box 2062, Melbourne, Victoria 8060 or by email to votingservices@computershare.com.au, no later than 48 hours prior to the holding of the 2016 Annual General Meeting.

Any person who intends to exercise the rights of a Member under power of attorney will be required to produce evidence of their appointment by the relevant Member prior to the 2016 Annual General Meeting.

All capitalised terms in this Notice of Meeting have the meaning given to those terms in the Constitution of Club.

Dated: 10 February 2017
By order of the Board

Chris Simmonds
Secretary