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2022 Ricegrowers Limited Annual General Meeting and B Class Meeting

2022 Ricegrowers Limited Annual General Meeting
and B Class Meeting

Chairman’s Letter

At 10.00am (AEST) on Wednesday 24 August 2022 Ricegrowers Limited (ABN 55 007 481 156) (“SunRice”, or “the Company”) will hold its 2022 Annual General Meeting (“Annual General Meeting”, “AGM”), with registration commencing at 9.00am. A separate meeting of B Class Shareholders (“B Class Meeting”) will be held immediately following the Annual General Meeting (together, "Meetings").

It is currently intended that the Annual General Meeting and B Class Meeting will be held at and webcast from the Jerilderie Civic Hall, 33 Jerilderie Street, Jerilderie, New South Wales. It is our preference to give shareholders the opportunity to meet in-person if this is appropriate in light of the Government advice applicable at the time of the Meetings. Shareholders that are unable to attend in person will be able to view the meeting virtually via the online platform at https://meetings.linkgroup.com/SGL2022.

Shareholders will have the opportunity to vote on a number of resolutions at the Meetings. Further details of the resolutions to be considered at both Meetings is set out below and in the Notices of Meeting.

Laurie Arthur
Chairman
SunRice


2022 Ricegrowers Limited Annual General Meeting and B Class Meeting
10.00am (AEST) Wednesday 24 August 2022 for the Annual General Meeting, with the separate B Class Meeting to be held at 11.30am or immediately following the Annual General Meeting (whichever time is later) 
Jerilderie Civic Hall, 33 Jerilderie Street, Jerilderie, New South Wales

Laurie Arthur

Resolutions for the 2022 Annual General Meeting and B Class Meeting

The Board is proposing a number of resolutions at this year’s Annual General Meeting and the separate B Class Meeting.  In addition to the standard items of business that are considered at the Annual Generla Meeting every year (i.e. consideration of the Annual Financial Report, Directors’ Report and Independent Audit Report for the year ended 30 April 2022, and the adoption of the Remuneration Report for the year ended 30 April 2022), the additional resolutions are outlined below.

Re-election of Luisa Catanzaro (only A Class Shareholders are entitled to vote on this resolution at the Annual General Meeting) 

At the 2020 Annual General Meeting, Luisa Catanzaro was re-elected to the Board for a two-year term. As explained in the 2020 Notice of Annual General Meeting, this was to ‘stagger’ Board re-elections so as to avoid having all three independent Non-executive Non-Grower Directors being due for re-election in the same year. This aligns with best practice governance and ensures continuity on the Board.

Accordingly, Luisa Catanzaro will be standing for re-election at the 2022 Annual General Meeting, seeking the support of A Class Shareholders for a term of three years. More detail regarding her biography and experience is included in the Notice of Annual General Meeting.

Non-executive Director Share Rights Plan ("Share Rights Plan") (only B Class Shareholders are entitled to vote on this resolution at the B Class Meeting) 

During FY2022, the Company adopted a new Minimum Shareholding Policy, under which Non-Executive Directors are required to hold B Class Shares to the value of one year’s annual base Board fees. This is to increase alignment of the Board with the interests of the Company’s B Class Shareholders.

To assist the Non-Executive Directors achieve this level of minimum shareholding, the Board has adopted the Share Rights Plan under which the Non-Executive Directors may acquire B Class Shares by sacrificing up to 100% their base Board fees. The Company is seeking B Class Shareholder approval under Listing Rule 10.14 for the issue of B Class Shares to Non-Executive Directors under the Share Rights Plan.

COVID-19 

The Board will monitor the ongoing COVID-19 situation to determine whether physical meetings can proceed. If it becomes necessary or appropriate to make alternative arrangements for the Meetings, 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 Meetings, 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 Annual General Meeting and/or the B Class Meeting, even if you plan to attend the relevant Meeting(s). 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 22 August 2022 for the Annual General Meeting, and by 11.30am AEST on Monday 22 August 2022 for the B Class Meeting. The Question Form must be received by no later than 5.00pm AEST on Wednesday 17 August 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.


Questions and voting at the Meetings

Please note that only A Class Shareholders are entitled to vote on the resolutions before the Annual General Meeting and only B Class Shareholders are entitled to vote on the resolution before the B Class Meeting. 

The ‘Voting Information Schedule’ contains instructions for both A Class Shareholders and B Class Shareholders on submitting questions in advance of the Meetings and appointing a proxy or casting a direct vote before the Meetings.

The Chairman of the Meetings intends ot vote any undirected proxies in favour of each item of business. 


Notice of Annual General Meeting

The Notice of Annual General Meeting of Ricegrowers Limited, to be held on Wednesday 24 August 2022, can be found here.

Notice of B Class Meeting

The Notice of B Class Meeting of Ricegrowers Limited, to be held immediately following the Annual General Meeting on 24 August 2022, can be found here.