PHGC Infomration Memorandum Series II - 2 Year Subordinated Notes by www.pennanthillsgolfclub.com.au

ACN 000 037 856 A Public Company Limited by Guarantee and not having a Share Capital

3 March 2026

An

offer

to subscribe to Series II of 2-year Subordinated Notes

issued to eligible members who qualify as sophisticated investors.

THE OFFER IS OPEN TO HOLDERS OF SERIES I NOTES MATURING 31 MARCH 2026 WISHING TO REINVEST WHOLE OR PART OF SERIES I NOTES MATURING 31 MARCH 2026 AND TO MEMBERS WHO WISH TO SUBSCRIBE AS NEW INVESTORS.

For circulation to members of Pennant Hills Golf Club only.

This document should be read in its entirety. It is an Information Memorandum; it is not a registered prospectus and therefore contains a lesser level of disclosure. Attention is drawn to the key risks of the Subordinated Notes which are described in Section 6 of the Memorandum.

Investors are advised to seek professional financial advice from their stockbroker, accountant or other professional adviser before subscribing for the Notes. Only investors qualifying as Sophisticated Investors and with a registered address in Australia may subscribe for the Notes.

Under Section 708(8)(c) of The Corporations Act 2001, to be classified as a ‘Sophisticated Investor’, an individual must obtain a certificate from a qualified accountant stating that the individual has received a gross annual income surpassing $250,000 for the last two (2) financial years or has over $2,500,000 in net assets. The term ‘Sophisticated Investor’ also applies to a company or trust that is controlled by an individual fulfilling the requirements of Section 708(8)(c).

This Memorandum contains general advice only; it does not consider the specific circumstances of investors making application for the Notes.

Preamble to the Offer

Qualifying Investors

Only persons classified as a “Sophisticated Investor” may make application for these Notes. Under Section 708(8)(c) of The Corporations Act 2001, to be classified as a ‘sophisticated investor’, an individual must obtain a certificate from a qualified accountant stating that the individual has received a gross annual income surpassing $250,000 for the last two financial years or has over $2,500,000 in net assets. The term ‘sophisticated investor’ also applies to a company or trust that is controlled by an individual fulfilling the requirements of Section 708(8)(c).

Information Memorandum

Sections 708 of the Corporations Act sets out certain exemptions that an issuer can rely on to publish an Information Memorandum in order to market certain types of security offers to sophisticated and professional investors.

This document is an Information Memorandum; it is not a prospectus that has been authorised by the Australian Securities Investment (ASIC). An Information Memorandum does not include the same information required in a Prospectus or other disclosure documents and the issuer is not obliged to lodge a copy with ASIC.

Professional Investment Advice

Several terms, words, phrases and acronyms are used throughout this Information Memorandum. These are not always used in full and detailed explanations are contained in the Subordinated Noted Deed Poll, Appendix 2 – 1. Dictionary. Section

This Information Memorandum has been prepared without taking into account investors personal financial circumstances or investment objectives. The information contained in this document should not therefore be considered comprehensive or complete to allow an investor to make a fully informed decision and determine whether to subscribe or not subscribe for the Subordinated Notes.

Eligible investors may obtain professional advice before proceeding to make application and subscribing for the Subordinated Notes.

Australian Domestic Use Only

This Information Memorandum has been prepared in accord with securities legislation in Australia; it is not an invitation or offer to residents outside of Australia and in jurisdictions where laws may be different. The invitation is not extended, and an offer is not made to persons without a registered address in Australia. Applications will not be processed and no issue will be made to persons with a registered address outside of Australia.

Representations

Pennant Hills Golf Club Limited is the issuer of this Information Memorandum and has not authorised any person, broker, member or agent to make representation in connection with the offer to subscribe for the Notes. Any information, however received, and which is not contained in this Information Memorandum may not be relied upon as being authorised by the Club.

Privacy

Applicants for the Notes provide personal information which the Club holds solely for the purpose of assessment, distribution of interest and communications.

This information may be only disclosed to parties authorised by legislation or the courts. You may access, update or correct your information by contacting the Club at any time.

Existing investors in the Series I Issue have consented to have their name disclosed in the Club Annual Report.

Availability of the Information Memorandum

Adult members of the Club were advised of the offer of Subordinated Notes by email. Those who indicated that they met the requirements of being classed as a Sophisticated Investor, and who wished to consider the offer, were asked to request a hard copy through a link to the General Manager.

The Information Memorandum is posted on the Club website and may be accessed at www.pennanthillsgolfclub.com.au The Information Memorandum should be downloaded and read in its entirety.

Eligible members may obtain a hard copy by request of the General Manger at gmanager@pennanthillsgolfclub.com.au

Eligible members making application should read Section 6 for details of risks attaching to the Subordinated Notes and understand that the offer does not take into account their personal circumstances or investment objectives.

Application

Application for the Notes may only be made on the Application Form that is attached to the Information Memorandum and must include an Accountants certification dated no earlier than two years prior to the date of Application or by endorsement of an Accountant in the space provided on the Application Form.

Future Expectations

This Information memorandum, by implication, makes forward looking statements that are based on the expectations of the Club about future operating outcomes. These expectations rest on future events that characteristically contain known and unknown risks, uncertainties and assumptions that may turn out to be incorrect. Consequently, future results may differ considerably from projected performance due to the risks and events that are unpredictable and outside the control of the club.

These risks, uncertainties and assumptions include, but are not limited to, those discussed in Section 6 and seek to warn that opinions, predictions, estimates and forecasts are subject to uncertainties and contingencies that confirm past performance is sometimes an unreliable forecast of future performance.

Glossary of Defined Terms and Definitions

The funds raised in

Series II Notes

will, as in Series I, be applied to general working capital.

Dear Member,

This Information Memorandum constitutes an offer to eligible members to subscribe to Series II of two-year Notes to be issued on 1 April 2026 and mature on 31 March 2028. The offer of Series II Notes follows the maturity of Series I two-year Notes on 31 March 2026.

Holders of Series I Notes are invited to roll their investment of Series I to the issue of Series II. The application form provides those investors with options to redeem their investment in Series I, either in full or in part, as well as increasing their investment in Series II if they so wish.

New investors who meet the eligibility criteria are most welcome to make application for the Notes.

As with Series I, the Notes are subordinated to the claims of other creditors and under the Corporations Act they may only be issued to members who qualify as Sophisticated Investors. Both these matters are explained elsewhere in the Information Memorandum.

The capital raised in Series II two-year Notes will, as in Series I, be applied to general working capital of the club and reduce reliance on bank borrowing. Specifically, the funds underpin the costs of the Repairs and Maintenance project.

As the detailed design of Project R&M took its final form, so did a more detailed budget and business plan. Projections indicated that we could fund the project over the term using a combination of internally generated cash and existing bank facilities. That remains the case, yet the Board recognises that it would not be prudent to proceed relying on internally generated cash and bank assistance to ensure completion.

The ever-present risk remains that unforeseen events will occur and that whilst planned contingencies are able to meet some unexpected project overruns, substantial liquidity and reserves must be adequately provided for at the outset.

This issue of Term Notes, Series I and Series II, provide reserves and liquidity firstly by reducing reliance on bank borrowings (which are at call) and secondly by avoiding the need to fully draw against existing bank limits.

Issuing term Subordinated Notes continues to make sound economic sense and is a cautious approach to management of the club’s capital. Importantly, it allows investing members to achieve interest rates equal to, or a little higher, than those on offer within the banking system. The club either pays the bank or pays the members, better to pay the members.

On behalf of The Board, I commend the proposal to those members who are eligible to take up the offer and whose financial objectives are aligned to the opportunity to do so.

Michael Rowan President Pennant Hills Golf Club Limited

3 March 2026

Michael Rowan President

Summary of the Offer

Subordinated Notes

Series II Subordinated Notes are offered in a single Tranche of a two-year term.

Tranche 1 24 Months 5.1%

Other features include:

– Interest is payable half yearly in arrears on 1 October and 1 April.

– Notes are subordinated to the claims of other creditors of the club.

– A register of noteholders will be managed by the club and individual holdings evidenced by certification signed by the Treasurer of the Club.

– Early redemption will be considered by the Board in necessitous circumstances evidenced by the holder and where application is made in writing. Early redemption is not guaranteed.

– Partial interest will be paid in cases of early redemption by the holder but adjusted at a rate at the sole discretion of The Board.

– The minimum face value of a Note is $10,000 and thereafter in increments of $5,000.

Key Dates

Offer opens

– Notes will only be issued to members of the club or entities under the control of members of the club.

– Notes held by members who resign through personal relocation and or any other reason will not be repaid until the due date of the Note.

– The club reserves the right to early redemption of all Notes but will interest will be paid at the carded rate attached to the tranche redeemed. 30 days’ notice of intention to redeem will be given by the club.

Full details of terms and conditions attaching to the Notes is provided in Section 4.

15 March 2026

Offer closes 31 March 2026

Issue date 1 April 2028

Maturity 31 March 2028

Interest is payable 1 April and 1 October each year

Terms and Conditions of the Notes

A Subordinated Note is a legal agreement that defines the terms of a loan between two parties, regularly referred to as the borrower (PHGC) and lender (Eligible member of PHGC). The defining feature of a Subordinated Note is an agreement that the repayment of any debts to the lender, in the event of a default, can only be repaid after all other debts owed by the borrower have been satisfied.

Issuer

Securities

Issue date

Early receipt of funds

Tranche 1

Amount of the issue

Security

Interest payments

Physical Notes

Minimum Investment

Fees and Charges

Tax File Number

Early redemption by the Holder

Early Redemption by PHGC

Eligible Investors

Maturity Extension

Transferability

Rollover

Pennant Hills Golf Club Limited ABN 12 000 037 856

Subordinated Notes – Series II

1 April 2026

Interest is payable at 2% per annum calculated on a daily basis from the day following receipt of the funds until the issue date of 1 April 2026

Term of 24 Months maturing 31 March 2028 at 5.1%

Issue is to raise up to $250,000 with oversubscriptions to $500,000

Notes are subordinated to the claims of all other creditors

Six monthly on 1 April and 1 October

No Notes will be physically issued; the Club will maintain a Note Register and will issue a Holding Statement on receipt of funds. Confirmation for any SMSF holdings will be issued to the Trustees on 30 June each year to satisfy audit requirements.

Minimum investment in the Notes is $20,000 and thereafter in $5,000 increments

No fees are payable by Note Holders

Required on Application form to obviate the potential need for the club to deduct tax from interest payments at the top marginal rate

Note Holders may seek early redemption by application to PHGC for all or part of their holding in the case of necessitous circumstances. No guarantee is given that permission to will be forthcoming.

The Club reserves the right to redeem the Notes at any time subject to providing 30 days’ notice and payment of interest at the carded rate for the period the note is held.

Club members who qualify as Sophisticated Investors under Section 708(8)(c) of The Corporations Act 2001

PHGC, by agreement with the Noteholders may extend any tranche by up to 12 months

Notes may be transferred to another Eligible Member by agreement between seller and buyer. PHGC takes no part in this transaction.

The issuer may offer roll over terms and conditions to a new Subordinated Note at Maturity and the holder may accept those terms and conditions but is not bound to do so.

Application of the Funds

The funds are applied to general working capital of the club and reduce reliance on bank borrowings. Specifically, they underpin renovation, repair and maintenance of greens and tees on the course.

Project R&M is progressing well operationally and financially. Work commenced with the construction of temporary greens on holes 1, 3, 5 & 10 in the second half of 2024, with Stages 1 & 2 completed in 2025. Stage 1 comprised of holes 9, 16a, 17, 18 and the practice putting green. Stage 2 was originally scheduled to include holes 5, 6 & 8, but due to extended wet weather in August 2025, it was determined that work on hole 8 would be undertaken at a later stage to ensure the high quality of previous stages was maintained.

Work on hole 8 has now been commenced as part of Stage 3 along with holes 7 and 4

A detailed post implementation review has been conducted by the Board together with input from our Course Superintendent Michael Hedger and Finance Manager Tim Gibson. The objectives of the review included an evaluation of process, investigation of possible efficiencies and consistent cost appropriation against budget numbers. The total budgeted cost of Project R&M is $5.66 million.

Pleasingly, the cost of all work completed on Project R&M to the end of 2025 is slightly below budget by an amount of $6,421 (actual).

“A stand-out thought… in the design of a hole or a green complex, is to make it playable for everyone.”

Phil Jacobs of The Player Group (architect of PHGC renewal project)

Risks of The Investment

The risks attaching to the Notes include risks that are specific to Pennant Hills Golf Club, risks that attach to the sport of golf and economic risks that are usual and unusual in the general economy.

The Board of PHGC have provided the information in this IM to the best of their ability and knowledge of expected operations of the Club. They have exercised due care and diligence but disclaim any liability if expectations are not met.

The Board manages risks and has developed policies and strategies that aid their ability to identify and correct risk outcomes. The risk framework is considered appropriate to the level of risk attached to operations and activity of the club.

Investors considering purchasing the Notes should make their own assessments of possible outcomes in areas of risk and apply them to their personal appetite for risk and expectations of the future. Members should read the IM in its entirety, consider risks factors that affect the financial performance of the club and may seek professional advice before making application for the Notes.

Members should also determine if they qualify as Sophisticated Investors and are able to obtain the endorsement of a qualified accountant on the application form or alternatively attach a certificate signed by a qualified accountant confirming their condition as a sophisticated investor.

The following outline includes a list, but is not exhaustive, of specific and general risks attaching to the investment.

– Reflection on the 103-year history of the club indicates periods when the future of the club was threatened by war, resumption of land and depression. All remain possible in the future.

– Weather events are not predictable and recent climate experiences have interrupted playing fields, closed the course and prevented members from playing. There is no guarantee that this cycle is over or may be less or more frequent in the future.

– Membership numbers and subscriptions underwrite the costs of maintaining the course and the buildings. A fall off in membership numbers, through failure to renew or lack of new member interest together with increasing costs may have a significant effect on business trading and profit outcomes of the club.

– The club is not required to redeem the Notes prior to the maturity date and the Notes are not available for on-sale except to a member of the club who qualifies as a sophisticated investor. The club will not actively assist such a trade to take place.

– The Notes are unsecured and subordinated to bank facilities secured by a registered floating charge over the Company. Normal trading liabilities also rank in priority to the Notes.

–

The Club may trigger early redemption of the Notes as outlined in the Terms and Conditions described in this IM and noteholders may suffer loss of interest as a result of reinvestment of their funds elsewhere.

– The interest rate is fixed for the term of the Notes and a rise in the general level of interest rates may result in a lower theoretical value of the note.

– Taxation consequences vary due to individual circumstances and the Club makes no representation as to the current or future tax treatment of the Notes.

– Lengthy periods of weakening economic conditions including increases in unemployment, rises in interest rates and trading conditions many have an adverse impact on the operating performance of the Club. Such conditions include;

» Rate and level of inflation

» Interest rates

» Government regulations and prevailing fiscal or monetary policy

» Industrial disputes

» Employment levels

» Rising wage and salary levels

» Global trading disruption

Short History of the Club

Pennant Hills Golf Club has a rich and varied history. It was first formed in 1923 on its present site and is one of the oldest golf clubs in Sydney to share the honour of such longevity.

Robert Vicars is revered as one of the Founders of our Club, he made a successful bid to buy the land on which the Club now stands for £4,750 and offered it on to a newly formed committee seeking to re-establish a golf club given the demise of the previous Beecroft Golf Club. The Pennant Hills District Golf Club was formed in 1923.

Initially a nine-hole course was constructed, mostly by members working at weekends. This was always understood to be a temporary layout to be played on until the full 18 holes were constructed to a design provided by Tom E Howard, 1923 Australian Open Champion. The 18 hole course was opened for play on March 22nd 1924.

Pennant Hills is perhaps unique in that no course architect can claim to have been the designer. In the years between 1923 and 1934 the course developed slowly and when the current sixth hole was added in 1934 the concept was complete. Apart from lengthening and adding bunkers, no dramatic changes have been made in the last seventy years. In 1934 the course was 6,261 yards long while today it is 6,475 yards (5,921 metres), an increase of just 214 yards.

The course is not long by modern standards but par is well defended by trees, bunkering and variable lies created by its hilly terrain. At no time in its history has the course record been lowered below 63; against par 71.

The word ‘District’ was dropped from the name in November 1937 when the shares and debentures of all previous shareholders were redeemed and Pennant Hills Golf Club Limited was formed, with the land being owned by the Golf Club as opposed to a landholding Company.

The current members of Pennant Hills Golf Club recognise the debt they owe to the founders who had the foresight to secure the land. Considerable recognition is also due to Alex Marks who was Secretary Manager of the Club for 30 years commencing in April 1951 and ending with his retirement 30 years later. This immediate post war era was a formative and successful time for the Club as it enjoyed the extraordinary talents of Anthony Yale Gresham, from his selection in the NSW Junior team in 1959 to his win as World Amateur Champion in 1972, his 10 wins of the Pennant Hills Cup and his exemplary record in the Eisenhower Cup teams from 1968 to 1980. He shares the course record of 63 with the celebrated Kell Nagle. This period also included the winning of the Australian Open at Kingston Heath by Peter Fowler by 3 shots over Ian Baker Finch.

Energetic Presidents notably E.J. Hyde, successive Boards, Professional Staff such as Tom Howard and Ian Alexander as well as greenkeepers Vince Church and Richard Kirkby, various office bearers and countless volunteers have continued the traditions of what has become to be known as Sydney’s best kept secret and widely regarded as a leading Sydney Private Members Golf Club. Section

Statement of Financial Position

As at June 30

* Other Current Liabilities represents member subscriptions in advance and the balance of unutilised house levies at year end.

The Clubs Financial Year commences on 1 July and ends on 30 June of the follwing year. Membership subscriptions become due on 1 April for the period ending 31 March of the following year.

Statement of Comprehensive Income

For the year ended June 30

(755,841) Administration Expenses (1,003,303) (1,059,643) (1,122,501) (1,049,662) (1,314,584) (1,416,963) (1,574,500)

As at June 30

Membership Data and Subscription Revenue

As at June 30

How to Complete the Application Form

The Application Form is part of this Information Memorandum, and no other format of the form will be accepted. The Application Form will only be accepted by the Club if the applicant is a member of the Club and either known to qualify or is certified as a sophisticated investor by an Accountant qualified to do so either by endorsing the Application Form in the space provided or by issuing a Certificate in the form provided as an Appendix to this Information Memorandum.

Individuals or Joint Applicants

Applications may be made by Individuals or by Joint applicants:

– One of the applicants must be a member of the Club – Full name, Address and Tax File Numbers of both applicants must be provided – The Accountants Certificate must cover the certification of both Applicants

– Both Applicants must sign the form – Interest may be credited to joint accounts of the Applicants only – Applications under Power of Attorney may be submitted and accepted after sighting of the Power of Attorney Document

Trusts,

Corporations, Superannuation Funds, Trustees or Other

Applications may be made by Trusts, Companies or Companies as a Trustee of a Self Managed Superannuation Fund or where individuals are Trustees of a Self Managed Superannuation Fund.

– One of the Directors of the Company, One of the Directors of the Trustee Company of the Self Managed Superannuation Fund or one of the Individual Trustees of the Self Managed superannuation Fund must be a member of the Club

– Two Directors or Director and Secretary must sign the Application form OR a sole Director pursuant to Section 127 of the Corporations Act – ABN and TFN of all entities must be provided

– The full name of the Company as Trustee of the Full Name of The Superannuation Fund must be provided. (ATF will be accepted “As Trustee For”)

General

The application Form should be completed in dark ink and in a clearly legible form. Minimum Investment is $10,000.00

There is a requirement on the Club under the Income Tax Assessment Act 1936 (Cth) to withhold an amount at the highest marginal tax rate from payments of interest if the note holder fails to provide an Australian Tax File Number. All payments of interest will be made in Australian Dollars through a direct credit to an Australian Bank account.

Application Forms

Completed Application Forms should be lodged with the Club:

– over the counter, – at the office, or – by post: Pennant Hills Golf Club 1 Burns Road South BEECROFT 2119

with Cheques payable to Pennant Hills Golf Pty Ltd, or by direct credit as indicated in the Application Form.

2 Year Subordinated Notes Tranche II – Application Form

This is an application form for Subordinated Notes offered by Pennant Hills Golf Club and described in an Information Memorandum dated 3 March 2026.

PHGC Membership Number:

Applications for Notes can only be made to members who are Sophisticated Investors and on this form. Applications must be for a minimum of $10,000 and thereafter in increments of $5,000; there is no maximum but the issuer retains the right to scale back applications should subscriptions exceed the amount for which it intends to raise.

OFFER IS EXPECTED TO CLOSE ON 31 March 2026 or EARLIER IF APPLICATIONS REACH THE UPPER LIMIT OF THE ISSUE AMOUNT

I/we apply for: (enter the amount of Roll Over of maturing note, any addition, redemption, or new investment)

Please redeem my existing note in full or less partial redemption above and credit my previously nominated bank account or as indicated below

Individual/Joint/Company Applications including any trust relationship (SMSF)

Given Name: Company name or Title or Surname:

Joint Applicant 2: Given Name:

TFN:

Enter postal address for notices

Enter contact details

Contact Name:

Phone: Mobile:

Email Address:

Bank Account Details for Crediting of Interest / Note Redemption Bank: Bank number (BSB): Account number:

Account Name:

Payment Details: Attach a cheque payable to PHGC Notes Or Direct Credit to PHGC as below

Bank Branch BSB number: Account number: Must equal Total of Tranche II Investment above

082-057 919867988 $ .00

Signed by or on behalf of the Applicant(s):

Signature of Sole Applicant/First Joint Applicant/Director or Authorised Officer of Company Applicant *

Signature of Second Joint Applicant/Second Director or Authorised Officer of Company Applicant * New Investors only

ACCOUNTANTS CERTIFICATE

I certify that the applicant is one who meets the requirements Under Section 708(8)(c) of The Corporations Act 2001 to be classified as a sophisticated investor. Or attach certificate in the form provided

Signed:

Firm Name:

Accountants Certificate

CERTIFIED BY A QUALIFIED ACCOUNTANT

Name of person or entity:

Address of person or entity:

I certify that the person or entity whose details are set out above: – has net assets of at least $2.5million; or – has a gross income for each of the last two financial years of at least $250,000

I belong to [name of my professional body]: My membership designation from this professional body is

I comply with this body’s continuing professional education requirements.

Signature of Accountant:

Name of Firm:

Address:

Date certificate issued:

Appendix 2. Subordinated Note Deed Poll

Date: 21 December 2023

Restated: 1 March 2026

By:

PENNANT HILLS GOLF CLUB LIMITED

ABN 12 000 037 856

Corner of Copeland Road and Burns Road South Beecroft, NSW 2119 (the “Company”)

The Parties Agree

Background

A. The company enters into this Subordinated Note Deed Poll (“Deed Poll”) for the benefit of the holders of the Subordinated Notes from time to time issued pursuant to and in accordance with the terms and conditions of this Deed Poll.

1. Dictionary

1.1 Part 1 – Definitions In this Deed Poll:

Availability Period means any period commencing on the date 12 months prior to the date upon which the Company intends to issue a Subordinated Note under clause 3.

Company means PENNANT HILLS GOLF CLUB LIMITED ABN 12 000 037 856 and where relevant, includes all subsidiaries thereof.

Completion Date means the date notified to Subscribing Members by the Company.

Subordinated Note means the subordinated note issued by the Company to each Subscribing Member in the form of a Certificate of Holding as issued by the Company.

Deed Poll Means this Subordinated Note Deed Poll.

Dollars, A$ and $ means the lawful currency of Australia.

Eligible Member means a Member who qualifies as a Sophisticated Investor under Section 708(8)(c) of the Corporations Act 2001.

Member means a financial Member of the Pennant Hills Golf Club who is in one of the classes of membership of Pennant Hills Golf Club.

Officer means, in relations to a body corporate, a director or secretary of that body corporate.

Subscribing Member means a Member who makes a Subscription.

Subscription means a subscription by a Member for a Subordinated Note in accordance with clause 3.

Subscription Price means $20,000 or such additional amounts subscribed in accordance with the Offer.

1.2 Part 2 – Interpretations

a. In this Deed Poll unless the context otherwise requires:

i. Words importing the singular include the plural and vice versa;

ii. Words which are gender neutral or gender specific include each gender;

iii. Other parts of speech and grammatical forms of a word or phrase defined in this Deed Poll have a corresponding meaning;

iv. An expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a Government Agency;

v. A reference to a thing (including, but not limited to, a chose-in-action or other right) includes a part of that thing;

vi. A reference to a clause, party, schedule or attachment is a reference to a clause of this Deed Poll, and a party, schedule or attachment to, this Deed Poll and a reference to this Deed Poll includes a schedule and attachment to this Deed Poll;

vii. A reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law judgement, rule of common law or equity or a rule of an applicable stock exchange and is a reference to that law as amended, consolidated or replaced;

viii. A reference to a document includes all amendment or supplements to that document, or replacements or novations of it;

ix. A reference to a party to a document includes that party’s successors and permitted assigns;

x. An agreement on that part of two or more persons binds them jointly and severally; and

xi. A reference to an agreement or deed, other than this Deed Poll, includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing.

b. Where the day on or by which something must be done is not a Business Day, that thing must be done by the following Business Day.

c. Headings are for convenience only and do not affect the interpretation of this Deed Poll.

d. A term or expression starting with a capital letter:

i. Which is defined in this Dictionary, has the meaning given to it in this Dictionary; and

ii. Which is defined in the Corporations Law but is not defined in this Dictionary, has the same meanings as in the Corporations Law.

2. Subordinated Note Deed Poll (continued)

2. Availability and Purpose of Subordinated Note

2.1 Provision of Facility

Subject to the provisions of this Deed Poll, the Corporations Act and the Company’s constitution, the Company may make Subordinated Notes available to members provided:

a. Such Subordinated Notes are only made available to a Member personally or;

b. To a Member as a Director or Trustee of a Company or Self Managed Superannuation Fund.

c. The applicant member is classified as a Sophisticated Investor under Section 708(8)(c) of the Corporations Act 2001

2.2 Purpose

The Company must use any monies received from the issue of Subordinated Notes solely for the purpose of the objects of the Company as set out in the Company’s constitution from time to time.

3. Nominations, Subscription and Issue of Subordinated Notes

3.1 Nomination

The Company may in its sole discretion nominate a Member to subscribe for a Subordinated Note on the terms and conditions set out in an Information Memorandum published by the Company from time to time.

3.2 Subscription and Issue

If a Member nominated under clause 3.1 above agrees to subscribe for a Subordinated Note, the Subscribing Member must deliver to the Company a completed application form attached to the Information Memorandum and the monies equal to the Subscription Price.

4. Completion Date

Completion for each Subscription will occur at the place and the manner notified by the Company in writing.

5. Completion

The Company will do the following things at Completion:

a. Issue to the Subscribing Member a Holding Statement recording the Subordinated Note referred to in clause 3 of this Deed Poll which includes the amount subscribed, the term of the Subordinated Note and that the Subordinated Note is issued subject to the terms and conditions set out in Section 4 of the Information Memorandum;

b. Authorise the signing of the documents required at Completion under these terms and conditions; and

c. Do all other things necessary to give effect to this Deed Poll.

6. Other 6.1 Jurisdiction

This Deed Poll is governed by the laws of New South Wales, and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that state.

6.2 Invalidity

a. If a provision of this Deed Poll, or a right or remedy of a party under this Deed Poll is invalid or unenforceable in a particular jurisdiction:

i. It is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; ii. It does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

b. This clause is not limited by any other provision of this Deed Poll in relation to severability, invalidity or unenforceability.

6.3 Amendments and Waivers

a. This Deed Poll may only be amended by the Company.

b. A waiver of a provision of this Deed Poll or a right or remedy arising under this Deed Poll, including this clause, must be in writing and signed by the party granting the waiver.