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MEMBERS’ INFORMATION EVENING26 OCTOBER 2017

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MEMBER PRESENTATION AGENDA

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Welcome – Mick McDonald............... Slide 1 Presentation Overview – Mick McDonald................ Slide 2 Board Member Introduction – Mick McDonald................... Slide 3 KPMG – Adam Twemlow .............. Slide 4-6 Club President – Mick McDonald

Objectives and Drivers for Implementation of Change .............. Slide 7 Equity Model – Timeline of Major Events.............. Slide 8-10 Share Offering – As per Prospectus.............. Slide 11 Current Share Holding Status............. Slide 12 Proposed Options................. Slide 13 In Preparation for Future Stability.............. Slide 14 Sale Conditions ................... Slide 15,16 Identified Capital Expenditure for the Future............... Slide 17

KPMG – Adam Twemlow KPMG – Income tax implications of the proposal................ Slide 18 Additional Considerations Concerning the Future Slide 19

Club President – Mick McDonald Shareholders’ NTA................... Slide 20 Proposed Subscriptions 2018................. Slide 21 Shareholding/Membership Moving Forward ................ Slide 22 Voluntary Forfeiture Policy......... ............ Slide 23 Membership Share Trading ................... Slide 24 EGM – 7 December 2017....................... Slide 25

Financial Performance YTD 2017 – Finance Director – Wayne Bastion.... Slide 26-30 Evening Close – Mick McDonald......................... Slide 31

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2017 BOARD MEMBER INTRODUCTION

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Sanctuary Cove Golf and Country Club Pty Ltd and Sanctuary Cove Golf and Country Club Holdings Limited

• Mick McDonald – President (Holdings Chairman)

• John McGreal – Vice President (absent) • Wayne Bastion – Finance Director

• Colin Sinclair – Director • James Cooper – MSCD Appointed Director (absent)

Sanctuary Cove Golf and Country Club Pty Ltd

• Madonna Siokos – Director and Captain of Ladies’ Golf • Paul Smerdon – Director and Captain of Men’s Golf

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KPMG ENGAGEMENT PARTNER

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Adam Twemlow

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KPMG - FORECAST FUNDING SHORTFALL

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Expected net attrition of 25 fully paid equity members per year from 1 January 2017 to 31 December 2024.

($76,392) Projected cash at bank balance as at 31 December 2024 (reliance on bank overdraft).

0.91% to (7.25%) Projected fall in net profit margin from 2016 to 2024.

($404,637) Forecast EBITDA for the year ended 31 December 2024.

Based on projections, 2023 will be the first year of negative net cash outflows from operating activities.

($141,369) Expected outflow:

Additional loans and borrowings may be required during the projection period to assist with short term funding needs and/or to enable completion of capital projects.

2017: 1,128

2024: 928

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OBJECTIVES AND DRIVERS FOR IMPLEMENTATION OF CHANGE

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EQUITY MODEL – TIMELINE OF MAJOR EVENTS

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EQUITY MODEL – TIMELINE OF MAJOR EVENTS

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EQUITY MODEL – TIMELINE OF MAJOR EVENTS

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SHARE OFFERING – AS PER PROSPECTUS

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CURRENT SHAREHOLDING STATUS

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PROPOSED OPTIONS

• 6 options taken to Mulpha for their consideration; 1.Maintain current structure 2.Buyback of Mulpha shares 3.Sell the assets to Mulpha 4.Sell a portion of the assets to Mulpha 5.Sell the assets to private investors 6.Sell a portion of the assets to private investors

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IN PREPARATION FOR FUTURE STABILITY

• Memorandum Of Understanding (MOU) includes: • Proposed sale of the following assets for a total consideration of $11.5m;

• The Country Club – sell to Mulpha (81% - Mulpha own 19% already) • The Palms golf course – sell to Mulpha • Golf Course Maintenance Shed – sell 50% to Mulpha and the Club maintains control

(tenants in common) • AVEO Land not included in the sale – this sale to proceed separately

• Subject to Primary Use Plan (PUP) approval • Mulpha’s 580 shares forfeited under the Voluntary Forfeiture Policy • Mulpha/forfeited Shares cancelled • Mulpha Establishment Share redeemed by SCGCC Holdings Limited for $1

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SALE CONDITIONS – SUBJECT TO SHAREHOLDER APPROVAL

• MOU INFORMATION includes: • Subject to approval of SCGCCH Shareholders at EGM • Mulpha undertaking Due Diligence – 45 days • Subject to approval of the Board – Mulpha Australia • Settlement – 30 days from SCGCC Shareholder approval • Conditions

• 10% on signing of contract • Balance of $6.5m – 30 days • $1m due annually on contract anniversary for 5 years

• Secured by 5 x $1m Bank guarantees

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ADDITIONAL SALE CONDITIONS

• Other considerations • 2018 will be a year of transition • THE PINES moves towards being PRIVATE and EXCLUSIVE

• 2018 commitments will be honoured as already approved • 12 Corporate Days • Hotel guest access continues as per original 25 year agreement until 2032 (subject to availability) • Mulpha to obtain first right to acquire The Pines at market price in the event Shareholders to sell Club at any point in future

• Continuing golf access to The Palms – bookings/access – subject to availability • Member guest rates to stay in place • Access cost underwritten by the Club - $125,000 per annum • Equity Members only

• Continuing access to all Country Club facilities • New Members (post 1 January 2018) will be required to pay the nominated reduced fee • Access cost underwritten by the Club - $50,000 per annum • Equity Members only

• SCGCC to manage • Golf Services – The Palms (management contracts) • Agreement for the Club to maintain The Palms golf course (management contract)

• Note • Arnie’s operations to be overseen by the InterContinental Hotel • Country Club and Gym operations to be managed by Mulpha

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• Proposed CAPEX/Improvements – subject to Board approval • New green surfaces – The Pines golf course ($1.5m - estimated) • New Irrigation – The Pines golf course ($1.5m - estimated) • Strategic tree removal and plantation ($100,000 - estimated) • Cart paths – The Pines golf course ($1.4m - estimated) • Plant upgrades – Golf Clubhouse ($250,000 - estimated) • Energy efficiency – Golf Club/The Pines golf course ($250,000 – 5 year payback - estimated) • Member Golf Learning Centre and Driving Range upgrades – ($250,000 - estimated) • Establishment of new permanent halfway house – ($100,000 - estimated) • TOTAL – $5.35m

IDENTIFIED CAPITAL EXPENDITURE FOR THE FUTURE

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KPMG – INCOME TAX IMPLICATIONS OF THE PROPOSAL

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• Initial retention of the Equity Model • Tax effectiveness • What are the other options

• Company converting from limited by shares to guarantee • New company set-up and assets transferred to it

• Issues to consider • Tax position on mutuality • Cost for either option (stamp duty, Scheme of Arrangement etc.)

• All to be researched and brought to the Members

ADDITIONAL CONSIDERATIONS CONCERNING THE FUTURE

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SHAREHOLDERS’ NTA

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• All membership subscriptions in budget preparations for 2018 show a significant reduction in fees

• Sustainable modelling based on 800 and 900 Shareholders remaining after the VFP

• Bi-annual and annual payment options • Club Credit will increase to $1,200

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PROPOSED SUBSCRIPTIONS 2018

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• By-Laws/Constitutions amended and updated • Share trading suspended as at 27 October until 8 December 2017 • Permitting Members/Shareholders to leave as and when required at $1 • Mulpha’s 580 shares forfeited • Approximately 800-1000 shareholders remaining • Capital reduction by way of share cancellation post VFP closure • Improved share value – refer slide 20

SHAREHOLDING/MEMBERSHIP MOVING FORWARD

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•VFP • Application will go to Shareholders 30 October 2017 • The VFP will be available from 8 December 2017 • Applications for VFP will close 29 December 2017 • Fees must be up to date to be eligible to apply • The fee to forfeit will be $1 • Those Members not financial will be suspended and expelled by the Club • Furthermore to above, these Shareholders will have their share forfeited

VOLUNTARY FORFEITURE POLICY (VFP)

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MEMBERSHIP SHARE TRADING

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• Expected date of EGM – 7 December 2017 • 21 days notice of EGM will be given to Shareholders

EGM – 7 DECEMBER 2017

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FINANCE DIRECTOR

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Wayne Bastion

Update Members to date on Financial Performance YTD 2017

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2017 FINANCIAL PERFORMANCE TO 30 SEPTEMBER 2017

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2017 YEAR END FORECAST

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2017 CAPITAL EXPENDITURE

YTD Proposed

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CASH POSITION

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EVENING CLOSE – PRESIDENT