Camden Haven Golf Club

Notice of general meeting
Proposed amalgamation with Laurieton United Servicemen's Club Limited ABN 44 000 969 522
Notice is hereby given of a general meeting of Camden Haven Golf Club Limited to be held on Sunday 16 November 2008 at 10:00am, at the premises of the club, 185 Kendall Road, Kew, New South Wales, 2439, when the members will be asked to consider, and if thought fit, pass the following ordinary resolution:

Ordinary Resolution
1.That the members hereby approve in principle the amalgamation of Camden Haven Golf Club Limited ACN 001 049 190 with Laurieton United Servicemen's Club Limited ABN 44 000 969 522 in accordance with the provisions of section 17AB of the Registered Clubs Act 1976, such amalgamation to be effected by;
(a) the dissolution of Camden Haven Golf Club Limited ABN 30 001 049 190 and the continuation of Laurieton United Servicemen's Club Limited ABN 44 000 969 522 as the amalgamated club; and (b) the transfer of the club licence of Camden Haven Golf Club Limited ABN 30 001 049 190 to Laurieton United Servicemen's Club Limited ABN 44 000 969 522.

Notes to members
1. To be passed, the ordinary resolution must receive votes from the majority (i.e. 50% plus one (1)) of those members present and voting at the meeting.
2. All members of the club (except honorary, temporary and provisional members) are entitled to vote on the ordinary resolution.
3. Under the Registered Clubs Act 1976, members who are employees of the club are not entitled to vote. Proxy voting is prohibited by the Registered Clubs Act, 1976.
4. Before attending the meeting, members should read and consider the Memorandum of Understanding between the Clubs which is posted on the Club's website and on the Club's notice board. A printed hard copy is also available and may be obtained from the Secretary's office at the Club.

Notice of general meeting Sunday 16 November 2008, l0am
Camden Haven Golf Club Limited
185 Kendall Road, Kew
Explanatory memorandum

Background
1. The purpose of the general meeting to be held at l 0am on 16 November 2008 (immediately after the Club's annual general meeting) is for the members to consider one resolution, which is an ordinary resolution approving in principle the amalgamation of Camden Haven Golf Club Limited ("CHGC") with Laurieton United Servicemen's Club Limited ("LUSC").

2. During the course of this year, the board of directors of CHGC has had discussions with the board of LUSC concerning a proposed amalgamation with LUSC.

3. The background to the decision to explore and arrange an amalgamation is that the current financial position of the Club is such that current membership growth is not sufficient to enable the club to grow to meet ever increasing expenditure required to maintain the current standard of the golf course and facilities. The Club considers a long term solution is amalgamation with a financially stronger club.

4 An amalgamation of registered clubs must take place pursuant to the provisions of the Registered Clubs Act 1976 ("the Act") and the Registered Clubs Regulation 1996 ("the Regulation"). The amalgamation must be approved by the Casino, Liquor and Gaming Control Authority ("the Authority"). If so approved, the club licence of CHGC will be transferred by the Authority to LUSC.

5 The amalgamation will not be approved unless the Authority is satisfied that the amalgamation has been approved in principle at separate general meetings of the ordinary members of each club, and in the case of LUSC that the ordinary members of LUSC approve the making of the application for the licence transfer. The licence transfer takes place by application of LUSC after the relevant approvals have been given by the members of each club.

6. This notice relates to the resolution required by the ordinary members of the Club as set out in the enclosed notice of general meeting. To be passed, the resolution requires votes from a simple majority, that is fifty percent (50%) plus one (1) of those members who being eligible to do so, are present and vote in person at the meeting. All members of the club other than temporary members, provisional members or honorary members are eligible to vote at the meeting.

7. Pursuant to Regulation 11 C of the Regulation, the boards of the two clubs have approved and executed a memorandum of understanding ("the MOU"). A copy of the MOU is displayed on the Club's notice board and is also displayed on the Club's website. In addition anv member who wishes to obtain a hard or Printed copy of the MOU T mav obtain one by

_ visiting the Club's office when open and without appointment and request a copy from the secretary or office manager.

8. Any question arising from the MOU should be directed to the general office of the secretary or to the chairman of the Club for clarification, explanation or legal opinion.

9. In the event that the amalgamation is approved in principle by the ordinary members, the amalgamation will then be effected by transfer of the Club licence and approval of the Authority to LUSC, and then CHGC going into voluntary liquidation and transferring all of it's assets and undertakings to LUSC. LUSC will continue as the corporate vehicle for the amalgamated club and the corporate vehicle CHGC will be wound up and dissolved.

10. LUSC will assume the liabilities of CHGC. In exchange for this commitment and other commitments which are all set out in the MOU, LUSC will acquire the licence and all of the assets of CHGC. All members of CHGC will be invited to become and be admitted as members of LUSC and will become members of LUSC following their written consent.

11. The Authority will consider the amalgamation and may grant the application and transfer of the licence, impose conditions, or refuse the application.

12. In the event that the Authority grants the application, CHGC will then hold a further general meeting for the purpose of considering a special resolution for the Club to go into voluntary liquidation, transfer its assets to LUSC and appoint a liquidator.

13. Once the voluntary liquidation is completed, CHGC will cease to exist as a separate entity. The secretary and chief executive officer of the amalgamated club will be the secretary and chief executive officer of LUSC and the board of LUSC will be the board of the amalgamated club, subject to any changes that occur in the board from time to time in the future.

15. Your attention is directed to the following matters in the MOU, which are outlined in brief below.

16. The members of CHGC who currently play sport apart from junior members will be transferred into a class of Sporting member to be created by LUSC in it's constitution. Junior members will join the Junior membership category membership class at LUSC and the social members of CHGC will be admitted as members of the club class of LUSC.

CHGC premises will continue to be known as Camden Haven Golf Club. The golf and bowls teams of CHGC will continue to play under the name of CHGC Golf and Cue Bowling Club.

19. The operation of the golf and bowls sub clubs and committees will remain unchanged.

20 The Registered Clubs Act requires preservation of the assets intact for three years from the date of dissolution of CHGC.

21. The directors of CHGC have been able to secure additional commitments over and above the statutory commitment, and LUSC is committed to trade at CHGC premises for ten years or as necessary to secure the financial viability of the amalgamated entity. The only circumstances which would permit LUSC to cease trading would be circumstances that threaten the financial viability of the whole club. It is intended by LUSC that the amalgamated entity will preserve the premises and assets of CHGC for a minimum of ten years.

E-mail Messages: cahgc@bigpond.net.au

Phone-: +61 02 6559 4203 Fax-: +61 02 6559 4672
Address-: 185 Kendall Road. Kew NSW 2439