Annual General Meeting Resolutions

Murray Irrigation’s Annual General Meeting (AGM) is being held next Friday, 24th of February at the Deniliquin RSL club. Registrations start from 10am and the meeting will commence at 10.30am.

Shareholders will be asked to vote on six resolutions, including the appointment of two Non-Member Directors, Trisha Gorman and Robert Burbury; a proposed increase to the Directors remuneration cap; a selective share capital reduction; and two modifications to the company’s Constitution.

We encourage shareholders to read the detailed notes of these resolutions in the notice of meeting prior to passing your vote on Friday 24th February. For your convenience, we have provided a summary of the resolutions below.

Resolutions 1 and 2 – Appointment of Non-Member Directors

Shareholders will be asked to vote on the appointment of two Non-Member Directors, Mr Robert Burbury and Ms Trisha Gorman.

Mr Burbury and Ms Gorman both bring unique skill sets to Murray Irrigation. With many years’ experience in agricultural organisations, corporate governance, and risk management between them, Mr Burbury and Ms Gorman provide valuable insight which will assist the business to pave a profitable path forward, with customers at the forefront of company decisions.

Resolution 3 – Increase of Directors Remuneration Cap.

Recommended by management, this resolution is designed to assist with setting the company up to achieve a best practice governance structure, align with wage rises over the past 10 years since the current director remuneration cap was set at $400,000 in 2013 and ensure the best possible skill sets are being placed in the business to deliver future success. An increase to the Director Remuneration cap will also support the Board if it were to consider appointing additional Member or Non-Member Directors in the future.

Resolution 4 - Selective share capital reduction resulting from applications by shareholders for the cancellation of shares.

This procedure is administrative in nature and is a requirement of the Corporations Act 2001 (Cth). The cancellation of 18 shares is due to a shareholder voluntarily converting to a domestic water supply arrangement and disconnecting their landholding.

Resolution 5 and 6 – Modification of the Company’s Constitution.

Two modifications to the company’s Constitution will be presented at the AGM.

The first relates to Board composition. Currently Murray Irrigation’s Constitution states not more than six directors must be Member Directors and not more than three directors must be Non-Member Directors. On recommendation from Deloitte Advisory Pty Ltd, this resolution proposes an amendment to the constitution to require:

1. a minimum of three Non-Member Directors; AND

2. a minimum of three Member Directors

3. be on the Board at all times.

The proposed introduction of a minimum number of Member and Non-Member Directors (rather than a maximum) ensures shareholders always retain an element of control at the Board-level and the company, including Board and management, is best placed to operate more effectively in the future. This constitutional change will not impact the existing number of Member Directors on the Board (five). This resolution is important to ensure the Board has the correct skills and variety to provide a positive and profitable future for Murray Irrigation and its shareholders.

The second modification to the company’s Constitution relates to providing notices of meetings electronically unless the shareholder has elected to receive notices in a physical form. The shareholder will be able, at any time, to elect to receive notices in physical form.

These are important decisions for the company, and we want to ensure as many shareholders as possible can cast their vote.

Those who are unable to attend on the day are encouraged to complete and submit a proxy form. Proxy forms that were submitted for the original November 2022 AGM are still valid. However, shareholders can withdraw previously submitted forms and submit new ones if they choose. In line with the company’s Constitution, all proxy forms need to be received by Murray Irrigation before 10:30am on Wednesday, February 22. These can be submitted via email to companysecretary@murrayirrigation.com.au; by post to PO Box 528, Deniliquin, NSW, 2710; by fax to 03 5898 3301; or in person at the company’s Charlotte Street office.

The notice of meeting, which includes the meeting agenda and detail on resolutions, proxy forms, Murray Irrigation’s 2022 Annual Report, and frequently asked questions, are all available on the company’s website.

We look forward to seeing you on Friday 24th February.

Ron McCalman CEO