By-Law Amendment Explanation

To all shareholders:

We’ve proposed a by-law amendment which you will be voting on this election. Below is an explanation of the legal language and why we added it.

What it says: The Board may enter into agreements with third parties for the rental, use or occupancy of commercial and/or public areas owned by the Corporation provided that in each instance: (i) such agreements (regardless of how characterized) shall be in writing approved by the Board; and (ii) the user and/or occupant of such premises shall pay the Corporation rent or use and occupancy charges at prevailing market rates. Notwithstanding the foregoing, the Board may, without charge, grant permission for the infrequent limited hourly use (“Limited Use”) of community facilities by not for profit organizations providing services to shareholders. Limited Use shall not: (x) entail any physical alteration to the premises; (y) last more than 2 hours; or (z) prevent the premises from being used for other purposes immediately prior to or following such Limited Use.

What it means: While it’s true that the board of directors has always had the power to determine at which price to rent our commercial spaces, it’s also true they have no guidance as to when they should charge market and when they can let someone use our property for free or without a written agreement. Are you ok with sweetheart deals that are very difficult to undo? It comes down to trust. Do you trust this board of directors to consistently try and get the best deal for our assets? What about next year’s board? Five years from now? We prefer to take trust out of the equation by writing it into our by-laws. If you agree, vote “YES” or “FOR”.

Luna Park’s Board of Directors