Murray Irrigation
Annual General Meeting 2025
2025 AGM - questions on notice
During the 2025 AGM proceedings, Murray Irrigation's Chair, Phil Snowden offered shareholders in attendance the opportunity to email further questions for the Company to answer on notice. In the interest of transparency, the questions and answers to these questions have been provided below for the benefit of all shareholders.
Question - MIL “PURPOSE” OF MODERNISATION
The Annual Report highlights the accomplishments of MIL over the 30 years since privatisation. When privatised MIL’s Operating License required MIL to comply with the 1995 Business Plan agreed with the NSW Government at privatisation.
That plan set out the PURPOSE of privatising MIL which was to:
- supply water at the least cost to the members;
- establish prudent reserves for the ongoing viability of the business;
- not to distribute operating surpluses to the members; and
- to operate as a not-for-profit entity under the “common goods” principles that support the growth and development of their members and their communities.
QUESTIONS on NOTICE - BOARD
Has the PURPOSE of MIL changed?
This was answered as ”no” at the AGM by the Chairman but can you please confirm that this remains the position of the Board.
Answer
MIL continues to abide by these principles.
We note that this is no longer a condition of the operating licence of MIL, and no business is required to comply with a 30 year old business plan. Boards must be able to adjust to changing operating environments.
Question - INTERIM STRATEGY ON A PAGE
On 29 May 2025 the Board approved the “Interim strategy on a page” which approved the move into establishing “diversified income streams” and changes in the share structure to “reflect MILs capital value” with the outcome being “financial growth” through profit generation.
QUESTIONS on NOTICE - BOARD
One
Did the Board take into consideration the potential impact, of these significant changes in business direction, on the company’s current operating license and tax-exempt status?
This was answered as “yes” by the CEO. Can you please confirm that the Board is satisfied with this response and was considered by the Audit and Risk Management Committee (ARMCO) at least one of the five meetings held in FY25?
Two
If YES, has independent expert advice been obtained by the Board (independently of the Executive)?
If NO, why not given the not-for-profit status of MIL?
If YES, was that advice obtained independently of the executive?
Three
Is the Executive and the Board considering a change to the ownership structure of MIL?
The Directors Report states that “there were no significant changes in the state of affairs of the Group during the financial year” which was not considered to be a misstatement as a result of your audit.
QUESTIONS on NOTICE – AUDITORS
Can you please explain how the adoption of the “Interim Strategy on a page” on 29 May 2025 to achieve financial growth through profit generating services and diversified income streams, was not considered to be a significant change in the affairs of the not-for-profit Group by the auditors and the Board?
Therefore, is the Directors report that states that there were no significant changes to the affairs of the Group a misstatement to the shareholders during the financial year?
OR
Have the auditors formed a different view?
Answer
Question 1.
The Board has considered the potential impacts of the strategy development process. The content of Board and Board sub-committee meetings is however not for public release.
It is worth noting that the strategy itself does not place any significant risk on the Company, particularly not its operating licence and tax-exemption. Initiatives implemented by the Company may have impacts, but will be assessed at the correct time.
Question 2.
Independent advice was not obtained in relation to the development of the strategy. The strategy itself does not place any significant risk on the Company, particularly not its operating licence and tax-exemption. Initiatives implemented by the Company may have impacts, but will be assessed at the correct time.
Question 3.
At the July 2025 shareholder meetings, the Board discussed possible changes to the shareholding and DE structure of the Company. Details regarding this were discussed at those meetings. Any further developments will be communicated to customers and shareholders when available.
The adoption of a strategy does not make any changes to the state of affairs of a Company. Initiatives implemented by the Company may have impacts, but will be assessed at the correct time. For the purposes of the audit of the Company’s performance in FY25, there were no relevant changes. There is no misstatement in the Directors’ Report.
Separate to this point, the Company must generate a profit in order to provision for the future maintenance of its infrastructure. To not provision for this circumstance would be negligent.
Question - GROWING THE INVESTMENT FUND TO $400 MILLION
In 2023 an internal review of the operations of MIL over the preceding 11 years and titled “Modernisation 2023” supported the Boards decisions to grow the investment fund to $400 million through the sale of sustainability water.
QUESTIONS on NOTICE -BOARD
One
When the Board approved the increase to the investment fund through the sale of higher volumes of Sustainability Water, were the Directors aware that it would be at the expense of Resource Distributions – effectively increasing the cost of water for all DE holders?
OR
Was the decision reviewed by the Water Policy and Management Committee (WPMCO)?
Two
Did the Board obtain independent advice in relation to the size and structure of the Investment Fund relative to the viability of maintaining MIL’s infrastructure? What scenarios were modelled as part of the Discounted Cash Flow (DCF) analysis and has this been reassessed in light of the above plan Investment Fund value of $81.8 million and the cash on hand of $19.7 million at 30 June 2025.
Answer
Question 1.
While the reduction in the aggregate volume of resource distributions may lessen a subsidy granted by the Company to the DE holder in respect of the volume of water, this has allowed the Company to limit increases to fees chargeable to CPI, thereby limiting other cost pressures for customers.
Insofar as the question asks for comment regarding director awareness from 2023, we note a proponent of this question was a director at this time.
Per the 2023 Annual Report, the purpose of the WPMCO in 2023 was “To develop Company water policy positions, in conjunction with Management and in line with the Company’s overall strategy, for Board approval and represent the Board and Company on agreed water policy positions.”
The management of company assets (including water assets) is not a policy position.
Question 2.
The Company has received independent advice in respect of the Investment Fund. Scenarios considered and methods used are commercial in confidence and not for public disclosure.
Question - WATER SOLUTIONS
The Water Solutions pilot is currently underway and is, according to the accounts, being funded by an Inventory Finance Loan Facility operated by Rabobank.
Based on the current market price of permanent and seasonal water, Rabobank’s’ standard interest rate and the pass through the allocation for the season would need to reach 48%, and all the allocation would need to be sold, for the pilot to break even.
Currently with an allocation of 20% the pilot would generate a loss of $1.1million from trading this season plus the increased staff and overheads required to manage the business autonomously from MIL’s Member Directors and the day-to-day management by the Executive.
The 30 June 2025 accounts also refer to this pilot as “being a subsequent event that may have a significant impact on the Group’s operations and the Group’s state of affairs in future financial years”.
QUESTIONS on NOTICE - BOARD
One
Can the scale and dimensions of the Pilot, and the proposed Water Solutions and diversified income streams strategy be outlined, as a trading platform capable of replacing DE income would require an investment of, or borrowings of, hundreds of millions of dollars in water entitlements?
Two
Which Board Committee is providing oversight to the Water Solutions Pilot and will they receive a report from the executive from this exercise and when will that be communicated to shareholders?
We note in the Corporate Governance Report that the Board is supported by three Committees, ARMCO, REMCO and WPMCO. The annual accounts refer to a new Water Risk Committee – where does this sit in the Corporate Governance framework and does it have a mandate or Charter to oversee the Water Solutions Pilot?
Three
Have the Directors sought independent expert advice (not from the executive) in relation to the scale of the financial risks associated with the strategy and how to mitigate them?
Four
Have the Directors sought independent expert legal advice (not from the executive) in relation to the operation of Water Solutions for PROFIT by a monopoly business with deep knowledge of the current and future irrigation requirements of the region, and the additional scrutiny that could occur as a result, particularly regulatory oversight and compliance by the ACCC in relation to impending strengthened inside trading prohibitions for water market decisions (DCCEEW)?
Five
What security does RABO hold for the finance facility being provided to MIL, what is the debt to security ratio, what is the interest rate and term, and are there banking covenants that MIL needs to adhere to?
Answer
Question 1.
The size of the pilot and commercial operations of Water Solutions are commercial in confidence and cannot be disclosed. Water Solutions stated goals are not to replace DE income. As previously disclosed, Water Solutions’ goals are to retain productive water in the area of operations, and place the Company in a stronger position to provision for future infrastructure replacement and maintenance costs.
Question 2.
As previously disclosed, Water Solutions is overseen by the Water Risk Committee. A separate management committee meet and report fortnightly. These reports are provided to the Water Risk Committee. The Water Risk Committee meets every second month, and reports non-conflicted information to the Board.
Shareholders will be updated on the Water Risk Committee and Water Solutions at further shareholder engagement meetings in 2026 and in more detail in the FY26 annual report as is customary.
The Water Risk Committee’s position and composition has been previously disclosed by the Company. The Water Risk Committee does operate under a Board approved Charter. The Water Risk Committee commenced meeting in FY26, and as a result was beyond the remit of the FY25 Annual Report (being a report addressing matters between 1 July 2024 and 30 June 2025).
Question 3.
The Company has received independent expert advice.
Question 4.
The Company has received independent expert legal advice.
Question 5.
The terms of the financing facility are commercial in confidence and not able to be disclosed.
Question - MODERNISATION PIIOP2 AND PIIOP3
The benefits of PIIOP2 and PIIOP3 have been significant across the region and particularly for MIL which is almost entirely dependent on general security water.
Apart from the obvious operating cost efficiencies from automation and more effective control and measurement of the system MIL obtained a proportion of the Efficiency Savings that were identified and agreed with the Federal Government.
An example of the savings was highlighted in MILs justification of the investment fund. It shows the system can run with 70,000ML with 800,000 on farm deliveries. The conveyance license is for 279,786ML. There are also efficiency savings on environmental flows and the ability to harvest rain events making a large quantity of efficiency water available to MIL.
QUESTIONS on NOTICE - BOARD
One
The Chairman is on the record that MIL will not be supporting future PIIOPs if they are to be funded by the buyback of permanent water licenses. Why is this the case when the benefits of PIIOP2 & 3 were so significant?
Can you confirm that this is the view of the current Board?
And if future PIIOPs could demonstrate significant water savings for all stakeholders in the region would this position be reconsidered by the Board?
Two
Did the Escapes Agreement with Water NSW require any trade-off of the efficiencies of Modernisation?
Is there an agreement by MIL to allow Water NSW to undertake an assessment of the conveyancing losses of MIL?
Has the Board been made aware of the potential risks and possible financial impact of disclosing proprietary information to a statutory authority? Has this been considered by one of the Risk Committees?
Three
Does MIL have a consistent and transparent framework AND/OR guidelines for the delivery of efficiency water Resource Distributions to DE holders?
What oversight is provided by the Board in the determination of where these benefits are realised?
Answer
Question 1.
In the middle of 2025, MIL conducted a survey of shareholders and had a statistically significant response rate. One of the questions within that survey related to entering into infrastructure projects with the government in exchange for Company water assets. This received an emphatic response that the Company should not do this at the time.
No Board is able to make decisions to bind future Boards. The Company will always consider the benefits and costs of future initiatives, including their strategic alignment.
Question 2.
The terms of commercial arrangements are commercial in confidence and are not able to be disclosed. The Escapes Agreement is a beneficial commercial arrangement for MIL.
The ARMCO monitors key risks faced and managed by the Company.
Question 3.
The Board approves the Resource Management Strategy annually which sets out this information. This is disclosed publicly in May each year.
Question - REGISTERS OF MEMBERS
MIL’s Notice of 2025 Annual General Meeting sets out under Special Business Item 3 which is a resolution to cancel 872 shares in accordance with Rule 95 of the Constitution of MIL and the Corporations Act.
The resolution refers to an opening balance of 1,391,377 shares. The Australian Securities and Investment Commission (ASIC) record is 1,422,821.
QUESTIONS on NOTICE – COMPANY SECRETARY & BOARD
One
Can the Company Secretary explain why the number of shares stated to be on issue on the proposed resolution differs from the records held by the Australian Securities and Investment Commission (ASIC).
Two
In the lead up to the FY25 AGM the Resolution Requests put forward by the shareholders under clause 84 of the constitution were rejected due to procedural issues such as incorrect names, no formal guidelines and poor communication by MIL and confusion regarding the rules for voting and presenting Resolution Requests warrants a review of MILs registers, processes and guidelines.
Can the Board ensure the registers of members, their landholding numbers, and their names on all registers are independently audited and confirmed in writing to each individual member?
Can the Board provide, prior to the next AGM, details and guidelines for shareholders to effectively exercise their rights?

Answer
Question 1.
The ASIC record of the Company has not been updated since 2015. This figure has been included in numerous notices of meeting and Annual Reports since this date. This spans a number of Boards. However at law, the source of truth for title and voting is not the ASIC record, but is the register of members maintained by the Company. This Board and Company Secretary Team have identified the issue left by previous Boards and are rectifying all registers.
Question 2.
The resolutions submitted by shareholders were rejected on two grounds, firstly by failing the procedural threshold tests of the Corporations Act and Constitition, but by also reaching beyond the legal powers of shareholders into the powers of the Board (thereby breaching the legal separation of powers). This has been communicated to the proponents of those resolutions in writing.
The rejection was not as a result of poor communication, and the Company is not responsible for confusion on the part of proponents. The Company has made significant efforts in recent years to assist educate shareholders wanting to put forward shareholder led resolutions. This includes the preparation of a Fact Sheet which is on the Company’s website.
The register of members has been completely audited. Every shareholder has a right to contact the Company to confirm their own details.
Question
During the AGM I will request that the company provide an adjusted operational result using the same criteria used to justify the necessity of revenue model changes as per the figure attached. What has been provided in the CEO report is not consistent with previous business review reporting and therefore potentially confusing to the actual operational performance change that may have occurred. Having this number available will be greatly appreciated.
Answer
The Business Modernisation review identified a revenue shortfall/operational losses, and a requirement to build financial reserves to maintain, extend the life of and replace water infrastructure assets.
It was modelled that $10.8M on average of water would need to be commercialised annually to address the revenue shortfall and build reserves.
There has been a $5.4M improvement to operating losses FY22 to FY25 (table below).
The investment gains (FY25 $7.951M) have all been retained/reinvested in the investment fund, and this reserve (financial asset) has grown from $55.6M (FY22) to $81.8M FY25.
Grant Funding revenue of $3.1M (one off) through capitalising RMW4 assets to the Company’s balance sheet, will require these assets to be maintained, life extended and replaced into the future, adding to the requirement to build financial reserves such as the financial asset.
CEO presentation
The below video is a summary of activities and achievements throughout the 2024/25 financial year which was played at the start of the CEO's address.
To be held as a hybrid meeting as follows:
Place:
at the
Deniliquin RSL Club, 72 End Street, Deniliquin, NSW 2710
and online at
https://meetings.openbriefing.com/MILUAGM25
Date and time:
Thursday, 27 November 2025 at 10:00am (NSW time).
Registrations will commence at 9:30am.
How to participate online
Shareholders who have an email address listed with the company will receive an email from MUFG with instructions on how to participate in the AGM online. Shareholders who do not have an email address will receive this same information via post. This communications includes:
- Details of the date, time and location of the AGM
- A link to the online platform
- A summary of how to participate online
- Links to the Notice of Meeting and the hybrid meeting online guide
- Instructions on how to vote prior to the AGM if you're unable to attend online or in person.
Shareholders who receive hard copy documentation via post can choose to complete and return the hardcopy voting form or use the details to lodge it online.
All information will be emailed and posted in the first week of November. If you do not receive this communication please contact Murray Irrigation on 1300 138 265 or via companysecretary@murrayirrigation.com.au.
Eligibility to vote and payment of accounts
To be eligible to vote, a shareholder must have paid all fees presently due and payable to the Company by the shareholder by 10:00am on Monday, 24 November 2025 (that is, at least 72 hours before the meeting).
Shareholders who have a formal payment arrangement in place and are meeting the terms of their arrangement as at 10:00am on Monday, 24 November 2025 are also eligible to vote.
Please allow sufficient time for payments to clear by this deadline. If paying electronically, please use your account reference number to enable your payment to be applied promptly.
How to vote
Voting before the meeting
You can cast your vote before the meeting by completing and submitting the Voting/Proxy Form provided with this notice or directly online.
Online
You can cast your vote directly online at: https://au.investorcentre.mpms.mufg.com/voting/milu
To cast your vote via that site, you will need to follow the instructions on that site and submit your vote by 10:00am on Tuesday, 25 November 2025.
Voting/Proxy Form
To vote using the hard copy Voting/Proxy Form, you must complete it by following the instructions on it. You must complete Part A of Step 1 and both Steps 2 and 3.
There are a number of different methods you can use to lodge your completed Voting/Proxy Form, which are outlined on it and set out below.
For your vote to be valid, your completed Voting/Proxy Form must be received by the Company by 10:00am on Tuesday, 25 November 2025.
Attending and voting during the meeting online
If you attend the meeting online by logging into the online portal at https://meetings.openbriefing.com/MILUAGM25, you will be able to vote directly during the meeting.
Body Corporate representatives
A shareholder or proxy that is a body corporate may appoint an individual as its corporate representative in accordance with rule 71.1 of the Company’s Constitution to exercise any of the powers the body may exercise at meetings of a Company’s shareholders.
Shareholders or proxies can appoint a body corporate representative by completing and submitting a Form 18 (Authorised corporate representative notification: Voting rights on behalf of a company). This form must be received by the Company using one of the methods set out below no later than 10:00am on Tuesday, 25 November 2025.
Powers of Attorney
If you appoint any attorney to attend and vote at the meeting on your behalf, the power of attorney (or a certified copy) must be received by the Company by using one of the methods set out in the section titled ‘Sending Documents to the Company’ by no later than 10:00am on Tuesday, 25 November 2025.
Voting by Proxy
You may appoint a proxy to attend the meeting and vote on your behalf. The proxy may be an individual or a body corporate and does not need to be a shareholder and can exercise your vote on any item of business. You can appoint a proxy before the meeting online here https://au.investorcentre.mpms.mufg.com/voting/milu or by completing and submitting the Voting/Proxy Form by 10.00am on Tuesday, 25 November 2025.
You may direct your proxy how to vote or to abstain from voting, in which case the proxy must follow your direction. If you do not direct your proxy how to vote, your proxy may vote for, against or abstain on any item of business.
You may also appoint the Chair of the meeting as your proxy. If you do not direct the Chair how to vote, your votes will be cast in favour of all resolutions in the notice of meeting.
A member that is entitled to cast two or more votes may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the member’s votes (disregarding fractions). If you wish to do this, please contact us for further information.
Sending documents to the Company
In person:
Murray Irrigation Limited
443 Charlotte Street
Deniliquin NSW 2710
By post:
Murray Irrigation Limited
c/- MUFG Corporate Markets
Locked Bag A14
Sydney South NSW 1235 Australia
By email:
companysecretary@murrayirrigation.com.au
By fax:
For shareholders who choose to send a document to the Company by post, it is recommended that the document be posted well ahead of the deadline above to ensure that it is received by the Company before the deadline.
