Ricegrowers : 2022 Notice of B Class Meeting

For personal use only

Notice of

B Class

Meeting

Ricegrowers Limited ABN 55 007 481 156

Letter from the Chairman

Dear B Class Shareholders

onlyI am pleased to announce that a B Class Meeting of Ricegrowers Limited (ABN 55 007 481 156) ("the Company") will be held at 11.30am (AEST) or immediately after the Company's Annual General Meeting that is due to start at 10.00am (AEST) (whichever time is later) on Wednesday, 24 August 2022 ("B Class Meeting" or "Meeting").

It is currently intended that the B Class Meeting will be held at and webcast from 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

usethe Government advice applicable at the time of the Meeting. 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.

Performance in Financial Year 2022

As highlighted in our 2022 Annual Report, the Financial Year ended 30 April 2022 ("Financial Year 2022" or "FY2022") saw strong financial

performance, with revenue, naturally determined paddy price and personaldividends all at the highest levels in the Group's history.

Group revenue for FY2022 was $1.3 billion, up 30% on FY2021, while Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) of $91.3 million and Net Profit After Tax (NPAT) of $48.7 million were 86% and 167% higher respectively on the prior corresponding period. A naturally determined pool paddy price of $428 per tonne for medium grain Reiziq was also delivered, while fixed price contracts of $475 per tonne for medium grain Reiziq (and up to $625 per tonne for specialty varieties) were also paid for limited volumes, for the benefit of our A Class Shareholders.

We have also been able to continue to reward our B Class Shareholders, with an interim fully franked dividend which we declared in December 2021 of 10 cents per B Class Share; complemented by a final dividend of 25 cents per B Class Share and a special dividend of 5 cents per B Class Share, both of which were declared on 23 June 2022. This represented a total fully franked dividend distribution of 40 cents per B Class Share for FY2022.

The results were delivered despite challenging trading conditions and continued headwinds, including unprecedented escalation in

Forfreight rates, and systemic supply chain disruption. CopRice also faced headwinds, including strong pasture conditions contracting key markets.

The business delivered this strong result after two years of near record- low Australian rice production - a period in which the company diverted resources to maintain supply of key markets with rice from other origins, while still investing in new acquisitions and progressing other organic growth initiatives. The improved FY2022 result was the consequence of the return of Australian rice to key markets, the accretive contribution of recent acquisitions, and the Group's multi-origin,multi-price point international rice supply capability.

Resolutions for the 2022 Annual General Meeting and B Class Shareholder Meeting

The Board is proposing a number of resolutions at this year's Annual General Meeting and the separate B Class Meeting. I outline the proposals in more detail below. Please note only A Class

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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.

Remuneration Report

The Board is seeking support from A Class Shareholders to adopt the Remuneration Report for the year ended 30 April 2022. The Management team's delivery of strong financial performance, and achievement of a record naturally determined paddy price, total fully franked dividend distribution at the highest level in the Group's history, and other objectives and targets, led to the outcomes outlined in the Remuneration Report. There were a range of challenges in the management of the SunRice Group's workforce in FY2022, including the second year of the COVID-19 pandemic, and the fact that the company is operating in a highly competitive labour environment, with challenges in attracting and retaining critical talent due to the so-called "Great Resignation", a low unemployment rate, and talent mobility constraints caused by COVID-19 restrictions. The Board and People and Remuneration Committee continue to ensure the highest degree of compliance across remuneration-related matters, and I note that Enterprise Agreement negotiations for SunRice's Australian-based operations and maintenance employees were also a key focus during the year.

Re-election of Luisa Catanzaro

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-executiveNon-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") 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% of 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 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.

[phone]

By Fax

Ricegrowers Limited C/- Link Market Services Locked Bag A14, Sydney

By Mail

Online www.linkmarketservices.com.au

onlyPlease 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 useinstructions in the attached 'Voting Information Schedule'. Direct

votes and proxy appointments must be received by 11.30am (AEST) on Monday 22 August 2022. The Question Form must be received by no later than 5.00 pm (AEST) on Wednesday 17 August 2022.

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

personalLimited

South NSW 1235; or

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 B Class Meeting.

I will cover as many of the most frequently raised questions as possible in my Chairman's address, which will be lodged with the ASX prior to the Annual General Meeting.

ForLaurie Arthur

Chairman of the Board

21 July 2022

Notice is hereby given that a B Class Meeting of Ricegrowers Limited (ABN 55 007 481 156) ("the Company") will be held at 11.30am (AEST) or immediately after the Company's Annual General Meeting that is due to start at 10.00am (AEST) (whichever time is later) on Wednesday, 24 August 2022 ("B Class Meeting" or "Meeting") at Jerilderie Civic Hall, 33 Jerilderie Street, Jerilderie, New South Wales.

Agenda

Resolution 1 - Non-Executive Director Share Rights Plan

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That approval is given, for the purposes of the ASX Listing Rules and all other purposes:

• for the establishment of the Company's Non-Executive Director Share Rights Plan ("Share Rights Plan"); and
• for the grant of share rights and the allocation of
  B Class Shares on vesting of those share rights under the Share Rights Plan to Non-Executive Directors in office from time to time, during the period of three years following the approval of this resolution,

on the terms and conditions described in the Explanatory Notes."

By order of the Board

Kate Cooper

Company Secretary

21 July 2022

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as proxy or attorney for a person entitled to vote on Resolution 1 in accordance with a direction given to the proxy or attorney to vote on Resolution 1 in that way;

as proxy by the Chairman of the B Class Meeting for a person entitled to vote on Resolution 1 pursuant to an express authorisation to exercise the proxy as the Chairman decides even though the resolution is connected with the remuneration of the KMP; or

by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 1; and

• the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

in favour of Resolution 1 by, or on behalf of, each person who is eligible to participate in the Share Rights Plan or any of their associates (regardless of the capacity in which the vote is cast); and

as a proxy by a member of the Key Management Personnel ("KMP") at the date of the B Class Meeting or their closely related parties,

Additional Information

Material accompanying this Notice of B Class Meeting

onlyThis Notice of B Class Meeting ("Notice") should be read in conjunction with the explanatory notes and the Voting Information Schedule, which accompany and form part of this Notice.

The Voting Information Schedule includes detailed information on how to vote and how to lodge a proxy form, body corporate representative appointment or power of attorney.

Unless the context requires otherwise, capitalised terms not otherwise defined in this Notice or the Voting Information Schedule have the meaning given to them in the Constitution

useof the Company.

Voting exclusion statement - Resolution 1

A vote must not be cast on (and the Company will disregard any votes cast on) Resolution 1 that is cast:

•

personal•

unless the vote is cast:

•

•

• For

Attendance at the B Class Meeting

If you or your proxies, attorney or representative plan to attend the B Class Meeting, please arrive at the venue at least 30 minutes before the scheduled time for commencement of the B Class Meeting so that your shareholding can be checked against the Share Register, any power of attorney or certificate of appointment of body corporate representative verified, and you or your representative's attendance noted. To assist with the registration process on the day, please bring a copy of your Voting Form

with you.

Please note that A Class Shareholders are entitled to attend, but not vote at, the B Class Meeting.

Further information

For further information, please call the Company's Share Registry, Link Market Services, on 1800 237 764 (toll free in Australia) or [phone] (if overseas) between 9.00am and 5.00pm (AEST), Monday to Friday.

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Explanatory Notes

Resolution 1 - Non-Executive Director Share onlyRights Plan

Resolution 1 seeks B Class Shareholders' approval for the grant of share rights ("Share Rights") to Non-executive Directors under the Non-executive Director Share Rights Plan ("Share Rights Plan") for FY2023, FY2024 and FY2025 and for the allocation of B Class Shares on vesting of those Share Rights.

The Share Rights Plan is a fee sacrifice plan, which allows Non- executive Directors to sacrifice up to 100 per cent of their annual Directors' base fees to acquire Share Rights at the Value per Share

useRight as described below. Each Share Right is a right to receive a fully-paid ordinary B Class Share, subject to the terms of grant. Share Rights are being issued under the Share Rights Plan because they allow the Company to set up a simple, easy-to-administer plan that would allow its Non-executive Directors to sacrifice fees in return for B Class Shares in an automated and tax-efficient fashion.

The Share Rights Plan has been introduced to support Non- executive Directors to build their shareholdings in the Company (which has been challenging in recent years given the Company's

B Class Shares are thinly traded) and as a means of enhancing personalthe alignment of interests between Non-executive Directors and

B Class Shareholders generally. The Company has set a minimum shareholding requirement of one times the Non-executive Director base fee.

Only Non-executive Directors are eligible to participate in the Share Rights Plan.

Why approval is needed

The approval sought from B Class Shareholders is for all purposes, including the allotment of B Class Shares on vesting of Share Rights.

Under Listing Rule 10.14, B Class Shareholder approval is required for the issue of equity securities to any Director. This applies to the Share Rights, unless the B Class Shares allocated on vesting of the Share Rights are required by the terms of the Share Rights Plan to be purchased on market. However, the Company currently intends to satisfy the vesting of Share Rights by issuing new B Class Shares (although retains the discretion to purchase B Class Shares on-market if this is ultimately considered in the Company's best interests).

Additionally, the Company is also seeking B Class Shareholder Forapproval because the Board recognises that it is in line with good

corporate governance practices for equity grants to Directors to be approved by shareholders.

If B Class Shareholder approval is given for this resolution under ASX Listing Rule 10.14, Share Rights will be granted to the participating Non-executive Directors under the terms of the Share Rights Plan as summarised in these Explanatory Notes. Separate approval will not be required under ASX Listing Rule 7.1. If B Class Shareholder approval is not given for this resolution under ASX Listing Rule 10.14, the Company will not grant Share Rights or allocate B Class Shares to the Non-executive Directors under the Share Rights Plan. The Company will return to participating Non- executive Directors any fees that they have sacrificed under the Share Rights Plan, and any future Director fees will be paid in cash. The Board will investigate alternative mechanisms by which to deliver B Class Shares to Non-executive Directors consistent with the ASX Listing Rules and Board policy.

Overview of Share Rights Plan

Under the Share Rights Plan, each Non-executive Director may choose to sacrifice a portion of their fees to be used to acquire Share Rights (up to a maximum of 100 per cent of annual Non-executive Director base fees). Non-executive Directors' fee sacrifice payments will be deducted from their fees in approximately equal instalments over the 12 month period from 1 May to 30 April.

Share Rights will be granted once a year. It is proposed that:

• Share Rights for fees sacrificed during FY2023 will be granted on or around the sixth day after the B Class Meeting in August 2022; and
• Share Rights for fees sacrificed during FY2024 and FY2025 will be granted shortly following the announcement of the Company's full year results in June 2023 and 2024.

The number of Share Rights received by a Non-executive Director will be calculated in accordance with the following formula:

No. of Share Rights = Fees Sacrificed / Value per Share Right

where:

• Fees Sacrificed = the dollar value of the Non-executive Director's fees which the Non-executive Director has agreed to sacrifice in respect of the relevant period to acquire Share Rights; and
• Value per Share Right = the volume weighted average price of
  B Class Shares for the five trading days ending on the day before the grant date of the Share Rights (or such other period as the Board may determine).

Each Share Right will, subject to compliance with the Company's Share Trading Policy, vest after the end of the blackout period following the release of the half year results in December and convert into a fully paid ordinary B Class Share subject to a disposal restriction ("Restricted Share").

The disposal restriction will end upon the earliest to occur of:

1. the Non-executive Director ceasing to be a Director of the Company;
2. the time period nominated by the Non-executive Director in their application for Share Rights (at a minimum 5 years, and up to a maximum of 7 years, from the vesting date of the Share Rights); or
3. the Board determining that the Restriction Period should end (for example, in exceptional circumstances), ("Restriction Period").

Non-executive Directors do not have dividend or voting rights with respect to Share Rights until they have vested. Following vesting, the Restricted Shares acquired by Directors will rank equally (in relation to dividend and other rights) with other fully paid ordinary B Class Shares. No amount is payable on the vesting of Share Rights into Restricted Shares.

Upon retirement from the Board, Non-executive Directors are entitled to retain any outstanding Share Rights, which will remain on foot and will vest in accordance with their original terms.

There will be no Restriction Period applicable to the B Class Shares allocated in these circumstances.

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