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2022 SunRice General Meeting

2022 SunRice General Meeting

Chairman’s Letter

SunRice to hold General Meeting

On 29 April 2022 Ricegrowers Limited (ABN 55 007 481 156) (“SunRice” or “the Company”) announced that a General Meeting will be held at Jerilderie Civic Hall (33 Jerilderie Street, Jerilderie, New South Wales) at 10.00am AEST on Wednesday 1 June 2022 (“General Meeting” or “Meeting”) with registration commencing at 9.00am. The Company still intends to hold its Annual General Meeting in August 2022, and a Notice of Meeting for that meeting will be sent to you in due course.

The sole purpose of the General Meeting is to enable A Class Shareholders to vote on two resolutions regarding the composition of the SunRice Board. This shareholder approval would ordinarily be sought at SunRice’s Annual General Meeting, however as set out below, the Board has decided to bring the vote forward.

Laurie Arthur
Chairman
SunRice Group


2022 General Meeting of Ricegrowers Limited
10:00am (AEST), Wednesday, 1 June 2022.

Laurie Arthur

Resolutions for the General Meeting

Under the transitional provisions in the SunRice Constitution which will remain in force until the Company’s 2023 Annual General Meeting, the SunRice Board is to be comprised of up to ten Directors, including up to two Grower Directors who are elected members of the Rice Marketing Board (“RMB”). At the General Meeting, the Board will be seeking A Class Shareholder approval for the re-election of John Bradford and Ian Mason as Grower Directors of the Company following their re-appointment as members of the RMB in February 2022.

Following consultation with growers in March 2022, the Board is aware that some A Class Shareholders have a particular interest in the outcome of the RMB election and the subsequent appointment of the two RMB members to the SunRice Board. The Board therefore considers it appropriate that John and Ian’s roles as Grower Directors of the Company should be determined by A Class Shareholders at a general meeting to be held in June, rather than at the 2022 Annual General Meeting in August. It is expected that resolving this issue now will assist A Class Shareholders to focus on the more strategic issues that will be discussed at the 2022 Annual General Meeting.

If both resolutions are passed at the General Meeting, John Bradford and Ian Mason will be re-elected to the SunRice Board as the RMB’s nominees. The Board has been informed that in the event that either or both of the resolutions are not passed at the General Meeting, the RMB’s position is that it does not intend to put replacement candidates forward. Thus, a potential outcome of this General Meeting is that the SunRice Board would then have only one RMB member instead of two, or no RMB member.

More detail regarding John’s and Ian’s biography and experience is included in explanatory notes of this Notice of Meeting.


Questions and Voting at the Meeting

Please note only A Class Shareholders are entitled to vote on the resolutions at the Meeting.

The ‘Voting Information Schedule’ contains instructions on submitting questions in advance of the Meeting and appointing a proxy or casting a direct vote before the Meeting.

Given the nature of the resolutions to be determined at this Meeting, the Board considers it appropriate to remain impartial and as Chairman, I will not be casting any votes for A Class Shareholders who lodge undirected proxies. The Board therefore recommends that A Class Shareholders lodge directed proxies or direct votes for this Meeting.

COVID-19 and Voting

The Board will monitor the ongoing COVID-19 situation to determine whether a physical meeting can proceed. If it becomes necessary or appropriate to make alternative arrangements, we will provide updates on our website and to the ASX, including how to participate online if that becomes appropriate. We will also contact shareholders who have provided their email address to us via email.

Please review government warnings and advice and monitor our website for any updates about the Meeting, including the location. Precautionary COVID-19 measures may be imposed on attendance if necessary, including limiting entry to the Meeting. Therefore, you are encouraged to lodge a directed proxy or direct vote and to submit written questions (if you have any) using the Question Form accompanying this Notice in advance of the Meeting, even if you plan to attend the Meeting. Please note that individual responses to pre-submitted questions will not be sent to shareholders.

To lodge your direct vote or appoint a proxy, please follow the instructions in the attached ‘Voting Information Schedule’. Direct votes and proxy appointments must be received by 10.00am AEST on Monday 30 May 2022. The Question Form must be received by no later than 5.00 pm AEST on Wednesday 25 May 2022.

Proxy Forms and Question Forms can be submitted in the following ways:

Online
www.linkmarketservices.com.au

By Mail
Ricegrowers Limited
C/- Link Market Services Limited
Locked Bag A14, Sydney South NSW 1235; or

By Fax
+61 2 9287 0309.

Please contact Link Market Services if you wish to update your contact details or to update your preferences to receive communications electronically or in hard copy. Contact details for Link Market Services are set out in the Notice of Meeting.


Notice of General Meeting

The Notice of General Meeting of Ricegrowers Limited, to be held on Wednesday 1 June 2022, can be found here.