Notice of Special General Meeting

Explanatory Notes in relation to the Annual General Meeting are included at the end of this Notice. Please read these notes carefully.

Agenda

1. To consider and, if thought fit, to approve the following special resolution submitted by the Board of Directors:

   That the members of Community First Credit Union Limited approve the proposed total transfer of business by Illawarra Credit Union Limited to Community First Credit Union Limited, and that the proposed transfer take effect on 1 February 2025 or on such other date as the Australian Prudential Regulation Authority determines.

   Notes

   To be passed, this resolution requires the approval of at least 75% of the votes cast by members at the Special General Meeting, in person or by proxy.

   The reason for the proposal along with additional information is set out in the Information Document enclosed with this Notice. Please read the Information Document carefully.

   Your Board resolved to approve this proposal and recommends that you vote FOR this resolution.

2. If members approve the special resolution in Agenda Item 1, to consider and, if thought fit, to approve the following resolution to pay a benefit to each director not continuing on the board after the transfer of business:

   That the members approve and authorise payment by Community First Credit Union Limited, immediately prior to the transfer of business from Illawarra Credit Union Limited taking effect, to each of the following persons if they are a director of Community First Credit Union Limited at that time.

   • Mr Ken Pickering of $245,150
   • Ms Nuria Kelly of $211,820
   • Mr Stuart Korchinski of $211,820
   • Mr Rocky Scopelliti of $211,820

   subject to a condition that the person must not nominate to be an elected director of Community First Credit Union Limited for 3 years after the transfer of business from Illawarra Credit Union Limited to Community First Credit Union Limited. These payments are separate from, and in addition to, the remuneration of directors under Rule 16.1 of Community First Credit Union Limited’s Constitution.
   
   The purpose of this resolution is to pay benefits to the Directors who will not be joining the board of the merged company, acknowledging their contribution to the mutual over a number of years. The amount paid to each non-continuing Director is the equivalent of 3 times their average director's annual remuneration over the last 3 years.
   
   These payments are separate from, and in addition to, the aggregate director's remuneration members have previously approved.
   

   Please note that the transfer of business can proceed whether or not members approve payment of these director benefits.
   
   Information about non-continuing Directors:
   

   Mr Pickering, Ms Kelly, Mr Korchinski and Mr Scopelliti will not proceed to the new organisation as Directors if the merger resolution is approved. Details containing their relevant experience can be found on the Community First Bank website and in the annual report.

   As a condition of receiving the benefit, Mr Pickering, Ms Kelly, Mr Korchinski and Mr Scopelliti must agree not to nominate to be an elected director of Community First Credit Union Limited for a period of three years after the transfer of business.

   Your board resolved to approve this proposal and recommends that you vote FOR this resolution.

By Order of the Board

Hung Truong
Company Secretary
24 October 2024

Proxies

You can appoint a proxy to attend and vote at the meeting on your behalf. Your proxy does not have to be a member of the company.

An Appointment of Proxy form is available on this web page. It includes instructions on how to vote using a proxy. Please read these instructions carefully.

To be valid, your Appointment of Proxy form must reach the company no later than 48 hours before the start of the Special General Meeting.

Notice of meeting

Members who are entitled to vote at the meeting can request Community First to give personal notice of the meeting and this can be done by contacting Community First on 1300 13 22 77.