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ABN 66 087 650 173
Notice is hereby given that the Annual General Meeting (AGM) of Horizon Credit Union Ltd, ABN 66 087 650 173, trading as Horizon Bank, will be held on Thursday, 5 November 2026, 5.30 pm at 27 Stewart St, Wollongong.
Agenda
By Order of the Board
Mitchell Cooper, Company Secretary
VOTING INFORMATION: Resolutions 1 to 4 to be considered at the AGM are ordinary resolutions and accordingly require approval by a simple majority of members present at the meeting and entitled to vote on the resolution by show of hands or on a poll. Resolution 5 is a special resolution and requires approval by at least 75% of the votes cast by members entitled to vote on the resolution.
PROXY: Each member is entitled to appoint a proxy. Your proxy does not have to be a Horizon Bank member. If you would like a form to appoint a proxy, please contact Horizon Bank. For the appointment to be valid, Horizon Bank must receive the Proxy Appointment Form no later than 5.00 pm on 3 November 2026.
CONSTITUTION: A copy of Horizon Bank’s current Constitution is available by request during business hours from the Registered Office at 27 Stewart St, Wollongong.
ANNUAL FINANCIAL REPORTS: Copies of the annual financial reports will be available shortly online or from any Horizon Bank branch. If you are attending the AGM, you will receive a copy of the annual financial report.
QUESTIONS & COMMENTS BY MEMBERS: In accordance with the Corporations Act, a reasonable opportunity will be given to members to ask questions about, and to comment on the management of Horizon Bank at the meeting. Members will also be given a reasonable
opportunity to ask the auditor or the auditor’s representative, when present, questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.
RSVP: by 3 November 2026 by any of the contact options listed below. Please arrive at the meeting by 5.20 pm for registration.
CONTACT OPTIONS: Email: chat@horizonbank.com.au Phone:(02) 4224 7700
HORIZON CREDIT UNION ANNUAL GENERAL MEETING
EXPLANATORY MEMORANDUM
There are five (5) resolutions for consideration by members.
Resolutions 1, 2 & 3: Election & appointment of Directors
Rules 13.3 and 13.6 of the Constitution provide for the election of directors by members and the terms of office of elected directors. Rule 13.5 separately permits the Board to appoint a person to fill a casual vacancy, subject to member approval in the circumstances set out in that rule.
Resolution 1: Election of Ms Elisha Gilmour
Ms Elisha Gilmour is an elected director who will retire at the conclusion of the 2026 AGM in accordance with Rule 13.6 of the Constitution. Ms Gilmour has nominated for re-election and has been assessed and determined as eligible to serve as a director under the Constitution.
If Resolution 1 is passed, Ms Gilmour will be elected for a further term commencing at the conclusion of the 2026 AGM and ending at the conclusion of the 2029 AGM.
Resolution 1:
“That Ms Elisha Gilmour be elected as a Director of Horizon Bank for a term commencing at the conclusion of the 2026 AGM and ending at the conclusion of the 2029 AGM.”
Resolution 2: Election of Mr Greg Parrish
On 1 September 2026, the Board appointed Mr Parrish under Rule 13.5 of the Constitution to fill a casual vacancy until the conclusion of the 2026 AGM. The former director whose office became vacant had completed the maximum 12-year term permitted under the Constitution. Separately from that temporary appointment, Mr Parrish nominated for election as a director. His nomination has been assessed and he has been determined as eligible to serve as a director under the Constitution.
If Resolution 2 is passed, Mr Parrish will be elected as a director for a new three-year term commencing at the conclusion of the 2026 AGM and ending at the conclusion of the 2029 AGM.
Resolution 2:
“That Mr Greg Parrish be elected as a Director of Horizon Bank for a term commencing at the conclusion of the 2026 AGM and ending at the conclusion of the 2029 AGM.”
Resolution 3: Approval of the appointment of Mr Jon Stanfield
On 1 September 2026, the Board appointed Mr Jon Stanfield under Rule 13.5 of the Constitution to fill a casual vacancy. The term of office of the director whose office became vacant was due to end at the conclusion of the 2027 AGM. Under Rule 13.5(2), Mr Stanfield’s appointment must be approved by members before the end of the next AGM following his appointment if he is to continue in office beyond that AGM. As the 2026 AGM is the next AGM following his appointment, member approval is required at the 2026 AGM.
If Resolution 3 is passed, Mr Stanfield will continue in office for the balance of the former director’s term, ending at the conclusion of the 2027 AGM. If Resolution 3 is not passed, Mr Stanfield’s appointment will end at the conclusion of the 2026 AGM. If Mr Stanfield wishes to continue as a director beyond the 2027 AGM, he will need to nominate for election in accordance with the Constitution.
Resolution 3:
“That, for the purposes of Rule 13.5(2)(a) of the Constitution, the appointment of Mr Jon Stanfield by the Board on 1 September 2026 to fill a casual vacancy be approved, with his term of office ending at the conclusion of the 2027 AGM, being the end of the term of office of the director whose office became vacant.”
Resolution 4: Remuneration of Directors
Rule 17.1 of the Constitution provides that directors may be paid remuneration for their services up to the maximum aggregate amount determined by members in general meeting. Unless members determine otherwise, the Board may determine how the approved amount is allocated among the directors.
The Board proposes that the maximum aggregate amount of remuneration payable to directors for the 12-month period commencing at the conclusion of the 2026 AGM be set at $265,567. This amount is a maximum cap and will be apportioned among the directors at the discretion of the Board.
Resolution 4:
“That the maximum aggregate amount of remuneration payable to the Directors for the 12 month period commencing at the conclusion of the 2026 AGM be set at $265,567, to be apportioned among the Directors at the discretion of the Board.”
Resolution 5: Amendments to the Constitution
The Board proposes a number of amendments to Horizon Bank's Constitution to modernise the Constitution, improve operational efficiency, facilitate member participation and better align the Constitution with Horizon Bank's current governance and regulatory requirements. The proposed amendments are set out in the accompanying Schedule of Constitutional Amendments.
Member shares
The Constitution currently requires a person applying for membership to pay a subscription price of $2.00 for a member share. The proposed amendments will reduce the subscription price for future member shares to nil. This will simplify the membership process, particularly for online applications, while preserving the rights attaching to membership. Existing members who previously paid a subscription price for their member share will not be affected by this change.
Directors and elections
The proposed amendments will update provisions relating to directors and the director election process. The amendments will:
• introduce an express minimum of five directors and retain the existing maximum of nine directors;
• remove obsolete provisions relating to alternate directors and historical tenure provisions; and
• introduce a formal process for assessing whether nominees for election or appointment as directors satisfy Horizon Bank's fit and proper requirements before becoming eligible candidates.
These amendments are intended to strengthen governance arrangements and ensure continued compliance with prudential requirements applicable to Horizon Bank.
Membership termination
The proposed amendments will allow Horizon Bank to terminate membership where a member no longer maintains any deposit or lending accounts with Horizon Bank. The amendments will also expressly permit the Board to delegate membership termination decisions where appropriate and replace the requirement for an in-person hearing with a written notice and response process. Members affected by a proposed termination will continue to be given notice and an opportunity to respond before a decision is made.
Electronic meetings and voting
The proposed amendments will allow Horizon Bank to conduct members' meetings using electronic meeting technology and permit electronic voting for members' resolutions and director elections, where approved by the Board. These amendments are intended to make participation in Horizon Bank's governance more accessible and convenient for members while maintaining appropriate voting controls and safeguards.
Regulatory alignment
The proposed amendments will clarify that, where there is any inconsistency between the Constitution and applicable legislation, APRA prudential standards or APRA directions, those regulatory requirements will prevail. This amendment is intended to ensure the Constitution remains aligned with Horizon Bank's regulatory obligations as an authorised deposit-taking institution.
Board recommendation
The Board unanimously recommends that members vote in favour of this special resolution.
Resolution 5:
“That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution of Horizon Credit Union Ltd be modified by making the amendments set out in the Schedule of Constitutional Amendments accompanying this Notice of Meeting, with effect from the close of the 2026 Annual General Meeting.”
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