11 December 2025 Equestrian Australia Special General Meeting - Questions Received in Advance

The following questions were received in advance of last night's meeting.

Question 1 - We have received a lot of correspondence from various parties involved within the EA board pleading their case along with the consistent push back to Mr Raleigh’s plea’s for this meeting. Why does the current board believe it is acceptable to ignore member requests, although claim to put members at the forefront of EA? 

Question 2 - Why were the current EA Board so determined to stop a Member-Led Special General Meeting from being called?  And why were they so obstructive in allowing the Member-Led SGM to go ahead once ratified as permittable (the faxed proxy forms debacle was ridiculous).  What are the current Board Members so frightened of?  Are there other secrets at CEO or Board level that need to be divulged?

The Board understands there has been correspondence from various parties and appreciates member engagement in governance matters. However, it's important to clarify that the process for removing Directors and calling meetings related to such matters is not at the Board's discretion—it is strictly governed by legal requirements under the Corporations Act.

The Corporations Act sets out clear, mandatory procedures that must be followed when members seek to remove Directors or call meetings for this purpose. These requirements include:

• Specific notice requirements and timeframes
• Minimum thresholds of member support (typically 5% of voting rights or 100 members with voting rights)
• Prescribed formats and content for requisitions
• Rights of Directors to respond to proposed resolutions

The organisation must ensure full compliance with these statutory requirements before any meeting can be validly called. This is not about preventing member participation—it's about ensuring any actions taken are legally valid and protect both the organisation and its members.

Non-compliance with the Corporations Act could result in invalid resolutions, legal challenges, and potential liability for the organisation and its officers. The Board has a fiduciary duty to ensure proper legal process is followed.

The Board remains committed to member engagement and will facilitate any meeting once the proper legal prerequisites under the Corporations Act are satisfied.

Question 3 - Has the Board considered the precedent set by allowing what may be an improperly requisitioned SGM for the future stability of the organisation?

Yes, the Board considered the implications for organisational stability and future precedent. The Board determined that accepting a properly made requisition was the appropriate course of action. Refusing a valid requisition would itself set an undesirable precedent and potentially expose the organisation to legal risk.

Question 4 - Lloyd Raleigh was advised that all proxies collected by him had to be submitted by fax?

To clarify, Lloyd Raleigh was advised on the proper procedures for proxy submission in accordance with the Corporations Act. Specifically, he was encouraged to direct members to submit their proxies through the Vero Voting portal to ensure that all proxies were valid and properly processed, and to avoid a recurrence of the issues that occurred with invalid proxies.

While various submission methods may be permissible under the Corporations Act, the Vero Voting portal was recommended as the preferred method to maintain the integrity and validity of the proxy voting process and prevent the problems previously encountered with invalid proxy submissions.

Question 5 - Why the proxies were subsequently deemed invalid?

The proxies that were faxed through by Mr. Raleigh. Unfortunately, a large number of these proxies are not valid for the purposes of this meeting.

The Corporations Act is clear and strict on the requirements for proxies to be valid. Many of the proxies faxed through by Mr. Raleigh are deficient, as they have not been signed.  Proxies that were submitted by Mr Raleigh that do contain the member’s signature and otherwise have all requisite information will be valid and accepted for the purposes of the Meeting.

EA want to emphasise that we advised Mr. Raleigh of their invalidity at the first possible moment. This was done specifically to provide an opportunity for the issues to be rectified before the meeting deadline. Whilst we are not obliged to do so, we wanted to give members as much assistance as possible for this process.

However, we must stress the importance of members reading all communications from EA carefully. All necessary information regarding proxy requirements, deadlines, and proper completion of proxies has been provided in our communications to members. It is essential that members take the time to read these communications thoroughly to ensure they have all the correct information and can exercise their rights appropriately.

Those proxies that were submitted by Mr. Raleigh without the requisite information cannot be accepted and will not be counted at this meeting. If a member submitted a later proxy through Vero Voting, that proxy is valid and will be counted.  We encourage all members to carefully review EA’s communications in future to ensure full compliance with proxy requirements.

Question 6 - Why Stephanie Lyons  - a member of the current board was awarded the opportunity for publication on EA social media and the EA webpage to make a personal statement related to  her request to EA members to not vote for her removal from the board? This appears to be suggesting that EA support her request and would seem to be trying to influence the member vote. I understand that a letter was also sent to some members by Ms Lyons about the same issue, again, why was she allowed access to member information?

Question 7 - Why was Ms Lyons personal statement sent via EA email to members? This again appears to be mis-use of the EA member database for a personal cause?

Under Section 203D of the Corporations Act, when a resolution is proposed to remove a director, the director is entitled to:

• Receive notice of the intention to move the resolution
• Make representations in writing about their proposed removal
• Request the company distribute those representations to members entitled to vote

The company must:

• Circulate the director's representations to all members entitled to receive notice of the meeting (unless the representations are defamatory)
• Provide these representations with or before the notice of meeting
• Allow the director to speak at the meeting on the resolution

The director's access to member contact information for circulating their statement is part of these statutory rights to natural justice and procedural fairness. The company is legally required to facilitate this communication.

While it may appear the organisation is "supporting" the director, they are actually fulfilling their legal obligations under the Corporations Act. The company must provide these communication channels regardless of their own position on the removal.

Question 8 - Should the resolutions be passed to remove all directors what is the board’s plan to move forward and which parties have been identified as potential successors to the vacant roles.

Question 9 - Can the Board please advise who it intends to appoint, given the need to retain corporate knowledge as well as to meet its obligations to respect the will of its members? 

This will be a decision of the Board in consultation with the Nominations Committee as per the Constitution.

Question 10 - With Rhett Oliver's conflict of interest (he is a Partner in one of EA's three contracted  firms CBP), how can we believe him to be trustworthy and non-biased?  What will be put in place to ensure his loyalty is to EA?

Conflicts of interest arise all of the time; they are only an issue if they are not declared.  Any relevant conflicts of interests involving Rhett Oliver have been appropriately declared in accordance with the Constitution and dealt with.

Question 11 - If you are a member of the EA Board, why do you not resign when your Board as a collective and its Chair act unprofessionally, deceptively, and fail to listen to members?

The Board categorically reject any suggestion that Ms Lyons or the EA Board has acted unprofessionally or deceptively.

Question 12 - With Ms Lyons’ impressive accounting resume and her recent statement about improving transparency, why didn’t she do this over the past two years, particularly given EA’s $1.1 million deficit?

Financial transparency is a collective responsibility of the Board, discharged through the CEO. EA publishes audited annual accounts and presented a detailed financial overview at the recent AGM, including drivers of the financial result and actions underway. In the past month, EA, the States, and Discipline Committees committed to a national communications strategy for clearer, timely member updates. EA is also implementing the provision of management financial reporting to State Branches to ensure consistent transparency of the financial position of EA.

Question 13 -  What is your definition of EA and its Board operating with transparency? Are we there yet?

Transparency means clear communication, open access to information, and genuine consultation with members. We are not fully there yet, but meaningful progress is underway.

One key initiative is a comprehensive review of EA’s financial position alongside State Branches to identify cost-reduction opportunities and ensure efficiency and equity in fees and levies. A financial model has already been developed, and we are now working with State Branches to gather the financial data needed to finalise this work. This review will determine fair fees based on where services are delivered and highlight areas for cost savings. Importantly, this is a critical piece of work that will shape fees and levies for the next financial year, with recommendations coming from the Fees and Levies Committee, which includes both EA and State representatives.

Question 14 -  Should membership fees be paid directly to EA National and bypass State Branches? Why/why not?

EA provides core services—integrity, safety, insurance administration, and IT—that support the entire sport. These services receive little or no government funding and have historically been funded primarily through member, coach, and club fees, while State Branches have not contributed directly. To ensure fairness and long-term sustainability, we believe States should share in funding these services, either through their reserves or the additional fees they already collect from members. If this approach is adopted, member fees can remain stable, and EA will be able to deliver these essential services more effectively and sustainably—ultimately strengthening the sport for everyone.

Question 15 - Where will EA generate more funds to avoid voluntary administration in the next 12 months?

EA are conducting a comprehensive financial review across EA and State entities to identify cost-saving and efficiency opportunities. This work requires data from all States to ensure accuracy and fairness. As part of this process, we are proposing that States share in the cost of essential central services they rely on—such as IT, integrity, safety programs, and insurance administration—which currently receive little or no government funding and are largely supported by member and club fees. A shared funding approach will improve efficiency and help avoid increases in member fees. In parallel, the Board are working with the CEO to explore partnerships and additional funding opportunities to further strengthen EA’s financial position.