AGM

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Notice is hereby given that the Annual General Meeting of Bicycle Queensland Limited ABN 11 428 868 797 (BQ) will be held on:  

Date: Wednesday 4 November 2026   

Time: 7:00 pm Australian Eastern Standard Time (AEST)

Location: Microsoft Teams Meeting – link will be provided to those who RSVP

The agenda for the meeting is as follows:  

1. Opening of the Meeting  

Welcome to Country and Introduction by the Chair  
Apologies
Confirmation of AGM 2025 Minutes

2. Annual Report Presentation

Presentation of the Annual Report by the CEO

3. Financial Report Presentation

Presentation of the Audited Financial Reports  by the Chair of the Audit and Risk Committee

4. Appointment of Auditors 

Proposed resolution:

That Peter Sheville, C&A Audit Services, be appointed as company auditor for the 2026- 2027 Financial Year.

5. Election of Board Members 

The terms of the following Directors will expire at this AGM. All have indicated an intention to renominate:

• Paul Heymans
• Sian Keast
• Craig Sydney

BQ opens registration for board member nomination 22 days before the AGM. Should any member wish to nominate to fill a voluntary board position please complete and return the Nomination Form by 5pm AEST 25^th October 2026. If nominations exceed the number of vacant positions, Members will receive further information of all nominees on Friday 30 October 2026. Voting will then take place at the AGM.  

6. General Business

7. Closing of the Meeting  

Vote of thanks by the Chair – Declaration of the meeting’s closure  

Please note that only active members in good standing are eligible to attend and vote at the AGM. Members unable to attend the meeting in person may appoint a proxy to vote on their behalf. A Proxy Form, provided here, must be submitted by 7pm on Monday 2 November 2026.

We encourage all members to attend the AGM to participate in the decision-making process and contribute to the future of Bicycle Queensland.  

If you have any questions regarding the AGM, wish to RSVP or require further information, please contact the Company Secretary at companysecretary@bq.org.au.  

We look forward to your presence at the meeting.  

Yours sincerely,  

Hon Rachel Nolan | Chair
Bicycle Queensland

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is an important document and should be read carefully.

It is important that you either attend the Meeting or complete and lodge the enclosed proxy form.

WHAT YOU NEED TO DO

Step 1:         Read the Notice of Meeting and Explanatory Memorandum

This Explanatory Memorandum is intended to provide Members eligible to vote with information about the proposed Resolutions contained in the Notice of Meeting. You should read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Step 2:         Vote on the Resolution

The Meeting will be held at 7:00 pm AEST on Wednesday 4 November 2026 via Microsoft Teams. A link will be provided to those who RSVP. Please let us know if you do not have access to an electronic device that enables you to access the meeting.

You can vote on the Resolution by attending the Meeting and voting in person or by completing and returning the enclosed Proxy Form. Proxy Forms must be received by the Company Secretary by 7:00pm (AEST) on Monday 2 November 2026. For details on how to complete and lodge the Proxy Forms, please refer to the instructions on the Proxy Forms.

ITEMS OF BUSINESS

Item 1: Opening of the Meeting

Attendance taken by the Company Secretary and declaration of proxies. Confirmation of the Quorum requirements meet. The quorum requirements for an Annual General Meeting are set out in Rule 20.2 of the Constitution:

20.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is number of Directors plus 1 Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

No business can be transacted at any Annual General Meeting unless the quorum of members is present at the time when the meeting proceeds to business. For the purposes of satisfying the quorum requirements, ‘Member’ includes a person attending as a proxy or as representing a corporation which is a Member.

Item 2 – Annual Report Presentation

The Annual Report for the financial year ended 30 June 2026 may be found here.

Item 3 – Financial Report Presentation

This item does not require voting by members. It is intended to provide an opportunity for members to raise questions about the financial statements and reports. BQ’s auditor will be present at the Meeting and available to answer any questions in relation to the conduct of the audit.

Item 4 – Appointment of Auditor

A resolution to re-appoint Peter Sheville, C&A Audit Services, as company auditor for the 2026-2027 Financial Year.

Item 5 – Election of Board Members

Directors will be appointed in accordance with Rule 8.6 of the Constitution:

8.6 Election procedure for Directors

• If the number of candidates for election as Directors is equal to or less than the number of vacancies on the Board, the Chair must declare those candidates to be duly elected as Directors.
• If the number of candidates for election as Directors is greater than the number of vacancies on the Board, a ballot must be held for the election of the candidates.
• If a ballot is required, balloting lists must be prepared listing the names of the candidates only in alphabetical order.
• The candidates receiving the greatest number of votes cast in their favour must be declared by the Chair to be elected as Directors.
• If an equality of votes would otherwise prevent the successful candidate for a vacancy from being determined, the Chair prior to the declaration of the result of the ballot, in addition to his or her deliberative vote (if any) is entitled to a casting vote, except that if the Chair:
  • does not exercise a casting vote;
  • or is one of the candidates who received the same number of votes; +

then the names of the candidates who received the same number of votes must be put to a further ballot immediately.

Notes

Proxies

If you are unable to attend the Annual General Meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. A member who is entitled to attend and vote at the Annual General Meeting may appoint a person as their proxy to attend and vote on their behalf (Proxy Holder).

Please note that proxy forms must be received at BQ’s office at Sports House, 150 Caxton Street, Milton 4064 by no later than 7:00pm (AEST) on 2 November 2026.

A member who is entitled to cast two or more votes may appoint up to two Proxy Holders and may specify the proportion or number of votes each Proxy Holder is entitled to exercise.

The instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is an operation, either under seal or under the hand of an officer or attorney duly authorised.

A Member appointing a person as their Proxy Holder may direct the Proxy Holder to vote ‘for,’ to vote ‘against’, or abstain from voting on each resolution, or may leave the decision to the Proxy Holder. Please refer to the proxy form for instructions on completion and lodgment.

A Proxy Holder may not need to be a member of BQ. The instrument a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot.

The Board encourages all Members who submit proxy forms to direct their Proxy Holder how to vote on each resolution.

If you appoint a Proxy Holder, you may still attend the Annual General Meeting. However, your Proxy Holder’s rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy form if you register at the Annual General Meeting.

Any directed proxy forms that are not voted on in a poll at the Annual General Meeting will automatically default to the Chairperson of the Annual General Meeting, who is required to vote for proxies as directed.

How the Chair intends to vote undirected proxies

If the Chair of the Annual General Meeting is your proxy, the Chair intends to vote undirected proxies in favour of each resolution.

Questions to be put at the meeting

All members are able to ask questions at the Annual General Meeting or submit them prior to the Annual General Meeting. If you have a question you would like answered at the Annual General Meeting, please email it to companysecretary@bq.org.au prior to 7:00pm (AEST) on 2 November 2026.

We will endeavour to address as many of the more frequently raised questions as possible at the Annual General Meeting, having regard to available time.

Please note that the Board will not respond to questions on an individual basis.