Ricegrowers : 2022 Notice of Annual General Meeting

For personal use only

Notice of Annual General Meeting

Ricegrowers Limited

ABN 55 007 481 156

Letter from the Chairman

Dear A Class Shareholders

onlyI am pleased to announce that the 2022 Annual General Meeting of Ricegrowers Limited (ABN 55 007 481 156) ("the Company") will be held at 10.00am (AEST) on Wednesday, 24 August 2022 ("Annual General Meeting" or "Meeting") 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.

It is currently intended that the Annual General Meeting and 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

useappropriate in light of the 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

1 | Notice of Annual General Meeting | 2022

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 10.00am (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 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 the 2022 Annual General Meeting of Ricegrowers Limited (ABN 55 007 481 156) ("the Company") will be held at 10.00am (AEST) on Wednesday, 24 August 2022 ("Annual General Meeting" or "Meeting") at Jerilderie Civic Hall, 33 Jerilderie Street, Jerilderie, New South Wales.

Agenda

Financial Reporting

Consideration of the Annual Financial Report, Directors' Report and Independent Audit Report for the year ended 30 April 2022.

Resolution 1 - Remuneration Report

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

"That the Remuneration Report for the year ended 30 April 2022 be adopted."

The vote on this resolution is advisory only and will not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Resolution 2 - Re-election of Ms Luisa Catanzaro

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

"That Ms Luisa Catanzaro, being eligible, be re-elected as a director of the Company for a period of three years."

By order of the Board

Kate Cooper

Company Secretary

21 July 2022

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For personal use only

Additional Information

Material accompanying this Notice of Annual General Meeting

This Notice of Annual General 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 of 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:

• by, or on behalf of, a member of the Key Management Personnel ("KMP") whose remuneration is disclosed in the 2022 Remuneration Report and their closely related parties (regardless of the capacity in which the vote is cast); or
• as a proxy by a member of the KMP at the date of the Annual General Meeting and their closely related parties,

unless the vote is cast:

• as proxy for a person entitled to vote on Resolution 1 in accordance with a direction on the Voting Form; or
• as proxy by the Chairman of the Annual General 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.

Attendance at the Annual General Meeting

If you or your proxies, attorney or representative plan to attend the Annual General Meeting, please arrive at the venue at least

30 minutes before the scheduled time for commencement of the Annual General 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 B Class Shareholders are entitled to attend, but not vote at, the Annual General 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.

Explanatory Notes

Financial Report, Directors' Report and onlyIndependent Audit Report

The Corporations Act requires the Annual Financial Report, Directors' Report and Independent Audit Report of the Company and its controlled entities for the year ended 30 April 2022 to be laid before the Annual General Meeting. There is no requirement for a resolution on this matter. However, shareholders will be given a reasonable opportunity to raise questions or comments on the management of the Company.

A reasonable opportunity will also be given to shareholders at the useAnnual General Meeting to ask the Company's Auditor questions

relevant to the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit. Shareholders can access the 2022 Annual Report on the ASX and the Company's website at: investors.sunrice.com.au/ investors/.

Resolution 1 - Remuneration Report personalThe Remuneration report on pages 72-87 of the Company's 2022

Annual Report sets out the remuneration policies of the Company and reports on remuneration arrangements for the Company's KMP during the year ended 30 April 2022. A Class Shareholders will have a reasonable opportunity at the Annual General Meeting to ask questions about or make comments on the Remuneration Report.

The vote on Resolution 1 is advisory only and will not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

For

Resolution 2 - Re-election of Director

Ms Luisa Catanzaro

Non-executive Independent Director

Non-Grower

BComm FCA GAICD

Director since September 2018

Ms Catanzaro has more than 30 years of professional experience in senior finance executive roles across a range of industries, including in the FMCG and agriculture sectors and with ASX listed companies. She is currently a Director of Harvey Norman Limited, the BeCause Movement Foundation Ltd, and an Ex-Officio Member of the Museum of Contemporary Art (Finance Committee).

From 2011 to 2015, Ms Catanzaro was Chief Financial Officer (CFO) of Lynas Corporation Limited, during a period of growth for the company when it was raising considerable amounts of capital and establishing operations in Malaysia.

Ms Catanzaro was CFO and Company Secretary of Dairy Farmers, the former dairy farmer co-operative, for four years from 2009 to 2013 and The Australian Agricultural Company Limited from 2001 to 2004, including being involved in its Initial Public Offering on the ASX.

Prior to these appointments, Ms Catanzaro held senior finance executive roles with Pioneer International Limited and as a senior audit manager at Arthur Andersen.

The Board, with the assistance of the Nominations Committee, has reviewed the performance of Ms Catanzaro and endorses her nomination as a candidate for re- election. The Board has considered the skills, knowledge and experience that Ms Catanzaro brings to the Board and her contribution to Board discussions.

The Board considers Ms Catanzaro to be independent.

For the reasons above, the Board (with Ms Catanzaro abstaining) recommends that A Class Shareholders vote in favour of this resolution.

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