NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS GIVEN that a Special General Meeting of the Members of the Australian Friendly Societies Pharmacies Association Ltd (AFSPA or the Association) will be held on 9 September 2026 at 6.00pm (AEST/AEDT) Via Zoom (Click here for the Meeting Link), for the purpose of considering and, if thought fit, passing the resolution set out below.

Special Resolution

To consider and, if thought fit, pass the following resolution as a Special Resolution of the Association, in accordance with clause 36 of the Constitution and section 136(2) of the Corporations Act 2001 (Cth):

“That the Members approve the repeal of the Association’s current Constitution in its entirety, and the adoption in its place of the Constitution tabled at the Meeting and enclosed with this Notice, with effect from the close of the Meeting.”

A Special Resolution requires the affirmative vote of at least 75% of the votes cast by Member Friendly Societies present or represented (in person, by delegate or by proxy) and entitled to vote at the Meeting.

Background

The Board has undertaken a full review of the Constitution to modernise its language, correct inconsistencies and bring AFSPA’s governance arrangements into line with current practice and the Corporations Act 2001 (Cth). BAL Lawyers reviewed the Board’s proposed amendments and provided legal advice dated 25 June 2026, which has informed the final drafting.

Most of the changes are drafting improvements: simplifying language and processes, updating nomenclature and correcting internal cross-references. A smaller number of changes affect how AFSPA is governed or how Membership works. These are explained in the Summary of Changes enclosed with this Notice.

As required by the Constitution, this Notice is accompanied by:

•         Attachment A: Background and summary of changes.

•         Attachment B: the full Constitution proposed for adoption (clean copy); and

•         Attachment C: the Constitution showing all changes, tracked, against the current Constitution.

Members are encouraged to review all three documents before the Meeting, and to direct any questions to the Executive Officer in advance.

REVIEW DOCUMENTS HERE

Voting entitlement

Only Member Friendly Societies are entitled to vote. Each Member Friendly Society must appoint a delegate to represent it at the Meeting.

Proxies

A Member Friendly Society may appoint a proxy to attend, speak and vote on its behalf at the Meeting. To be valid, a proxy appointment must be on the attached form. A proxy may be the appointed delegate of another Member Friendly Society or any other Eligible Person.

•         Attachment D: Proxy Form

Proxy appointments must be received by the Executive Officer no later than 48 hours before the scheduled commencement of the Meeting, being 6.00pm on 7 September 2026 by email to claire@afspa.com.au.

Quorum

A quorum for the Meeting is 50% of voting Members, but not less than thirteen (13) delegates present.

By order of the Board

PLEASE RSVP FOR THE SGM HERE

Claire Leonard Executive Officer

19 August 2026