Dear Member,
North Melbourne Football Club – Information Sessions
I wrote to you a few weeks ago to update you on your Board's plans to restructure the Club. I am now pleased to provide you with more details of the Board's plans for the next exciting phase in the Club's history. This letter provides you with some general information on the simplified structure proposed for your Club, what the new structure will mean for you as a member or shareholder and how the ultimate decision on the Club's future will be made by you.I also invite you to attend a member and shareholder briefing session where we will outline the restructure in more detail and you will have an opportunity to raise any questions you may have before the Board convenes meetings to vote on this change.
Briefing Sessions
You are invited to attend a member and shareholder briefing session where the Club's CEO, Eugene Arocca and I, will explain the restructure in more detail and answer your questions. I urge members and shareholders to attend one of these sessions, as this will be your opportunity to influence the design of the restructure. In order to maximise participation, two sessions have been organised:
Date: Monday 25 August 2008 or Tuesday 26 August 2008
Time: 6:30pm
Venue: Victory Room – Telstra Dome
You must register to attend via
phone: 1300 363 231 or email: membership@kangaroos.com.au
Proposal to be Considered
The Club is currently quite a complex structure with both members and shareholders. This leads to groups with different rights and interests in our Club and is out of line with the structure of other AFL Clubs. Your Board believes that a simple structure, where all major decisions relating to the Club are made by a single group of members without any group or groups having special voting rights, is the most appropriate structure to take the Club forward. The Board proposes a restructure by which all of the existing shares on issue will be cancelled and no further shares may be issued by the Club. In legal terms, the Club will convert to a company limited by guarantee only, rather than the existing structure which has both shareholders and members. The conversion does not create a new company, nor does it involve the transfer of any assets or the need to obtain a new licence from the AFL. It simply changes the structure of the existing Club.
AFL
The AFL has confirmed its support for the proposed restructure on the basis that it will simplify the Club's structure and ensure that there is equality of voting by all Club members.Restructure will also address concerns that the AFL has raised with the Board regarding the current structure and should lead to the Club being considered favourably in relation the AFL's future funding decisions.
What the Restructure Means for Members
If you are a member of the Club and the restructure proceeds, your rights as a member will not be affected. You will simply continue to be a member of the Club. The rights of all existing life members and patrons will, subject to the paragraph regarding New Patronsbelow, remain the same following the restructure.
What the Restructure Means for Shareholders
If you are a shareholder in the Club and the restructure proceeds, your shares in the Club will be cancelled. The Board recognises that shareholders have shown financial support for the Club by acquiring shares at times when the Club required those additional funds and will be giving up their shares and the rights attached to their shares. Therefore, the Board proposes that all shareholders will become full members of the Club for a period of 12 months following the restructure (ie for the 2009 AFL season) free of charge. Any shareholder who wishes to continue their affiliation with the Club beyond the 2009 season will, of course, be welcome to renew their membership into 2010 and beyond.
New Patrons
The Board also recognises that there are certain significant and longstanding supporters of the Club that
the Board proposes to make patrons of the Club, many of whom have, in addition to their service to the
Club, also "put their money where their heart is" and acquired a significant number of shares in the Club
at some time in the Club's history.The Board has identified approximately 16 such people to become Patrons. These Patrons will be provided with additional benefits under the Club's new structure, details of which will be set out in the Notice of Meeting.
Procedure to Convert the Club
Once the feedback from the briefing sessions has been considered, the conversion of the Club will proceed as follows:
• Separate meetings will be convened of the A Class Shareholders, B Class Shareholders,
Members and Patrons to vote on the proposal.
• You will receive a Notice of Meeting that will set out the resolution to be voted on and an explanation of how the conversion will affect you and your rights in relation to the Club.
• If the necessary resolutions are passed by each group, the restructure will occur.
Thank you for your continued support for this great Club. Your Board looks forward to working on your behalf to make its future even brighter.
Yours sincerely,
James Brayshaw
