Notice of Meeting of C Class Preference Shareholders and Explanatory Notes to C Class Preference Shareholders Murray Goulburn Co-operative Co. Limited ABN 23 004 277 089
Meeting Details Footscray NO N D RO A UN IO N AD RO E VA L CE O AD) M RA PRINCES HIGHWAY DY CO UR SE RO AD Newmarket RO AD TY Melbourne CBD LL R W AY TO GH CO T HI AD K( OO RE ET RO LIN RE Flemington Racecourse AS T ST RE E ST S NG Tram 57 ER RIV LY CE NO ANDER ROAD IN IB YR T A LE X PR RK AR Tram 57 Gate 1 UE M PIN OAK CRESC ENT BA AV EN Royal Block EPSOM RD PRINCES HIGHWAY H ONG YRN MARIB DROOP STREET FARNSW OR T LANGS RD Gate 5 MOUN AD RO AT AR LL AD RO AT AR LL BA BA Melbourne Showgrounds CI Melbourne Showgrounds Detail Gate 6 Gate 7 LANGS RD Gate 5 Gate 4 Gate 3 Gate 2 EPSOM RD Royal Block Grand Boulevard Melbourne Showgrounds Date Thursday 27 November 2014 Time 3.45pm (Australian Eastern Daylight Time (AEDT)) or at the conclusion of the B Class Preference Shareholder meeting Gate 1 Location The Royal Block, Melbourne Showgrounds Epsom Road, Ascot Vale, Victoria Enter via Gate 5, Langs Road and you will be directed to the car park closest to the venue Public Transport Tram no. 57 (West Maribyrnong to Elizabeth Street, City) stops at the main entrance (Gate 1) of Melbourne Showgrounds on Epsom Road Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 1
Important Voting Information Voting by proxy If you are not able to attend the meeting but wish to vote, you must complete and return the enclosed proxy form, together with any power of attorney or authority under which your proxy is signed prior to 3.45pm (AEDT) on Tuesday 25 November 2014. Any proxy form received after this time will not be accepted. Voting in person at the meeting Shareholders attending the meeting will need to register at the registration desk on the day. The registration desk will be open from 12.30pm. Please ensure you have the following documentation with you: Individual shareholders may bring their proxy forms (enclosed) to facilitate registration. A company/corporate shareholder may vote by appointing an individual to act as its representative at the meeting (generally by a resolution of the company s directors). The representative must bring the completed corporate representative appointment form (enclosed), duly executed on behalf of the relevant corporate shareholder, in order to vote on that shareholder s behalf. For further information regarding voting requirements, please refer to Information for Shareholders on pages 4 to 7. 2 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
Notice of Meeting Notice is given that a meeting of C Class Preference Shareholders of Murray Goulburn Co-operative Co. Limited will be held in the Royal Block, Melbourne Showgrounds, Epsom Road, Ascot Vale, Victoria, on Thursday 27 November 2014 at 3.45pm (AEDT) or at the conclusion of the B Class Preference Shareholder meeting. Items of Business: Item 1 Amendments to the Constitution of Murray Goulburn Co-operative Co. Limited and consent to variation of class rights The following resolution is proposed as a special resolution: That any variation of class rights which may result from the amendments to the Constitution of Murray Goulburn Co-operative Co. Limited, as set out in the Annexure to this Notice of Meeting, be approved. Further information: Please refer to the Explanatory Notes which accompany this Notice of Meeting for further information and explanation. Dated: 15 October 2014 By Order of the Board Fiona Smith Company Secretary Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 3
Information for Shareholders Assistance to shareholders If you require any further explanation of the contents of the Notice of Meeting (Notice), including the Explanatory Notes, please do not hesitate to contact the Company Secretary, Fiona Smith on (03) 9040 5000. If your query relates to the proxy form, please contact Computershare Investor Services Pty Limited on 1300 477 596 (within Australia) or +61 3 9415 4293 (outside Australia). Compliance with the law The Notice has been prepared and submitted to shareholders in order to comply with the Corporations Act 2001 (Cth) (Corporations Act) and the Constitution of Murray Goulburn Co-operative Co. Limited (Murray Goulburn). Type of resolutions The resolution referred to in item 1 is proposed as a special resolution. A special resolution will be passed if more than 75 per cent of the votes cast by shareholders entitled to vote on the resolution (either in person, or by proxy, or (in the case of a company) by representative), vote in favour of the resolution. Voting recommendation The Murray Goulburn Board unanimously recommends that shareholders support each resolution referred to in item 1 for the reasons outlined in the Explanatory Notes. Share classes and voting entitlement Murray Goulburn s share capital is comprised of the following share classes: Ordinary Shares shares issued to and held by current and active suppliers of milk to Murray Goulburn; NV (non-voting) Class Shares shares held by current and active suppliers of milk to Murray Goulburn that have been converted from Ordinary Shares in order to maintain the prescribed ratio of 1:5 for general meeting voting purposes (that is, no more than one Ordinary Share for each five litres of milk supplied by the supplier to Murray Goulburn during the relevant period); B Class Preference Shares held by former suppliers of milk to Murray Goulburn who: ceased supplying Murray Goulburn to supply another company; held less than 10,000 shares in Murray Goulburn at the time their supply ceased; or had supplied Murray Goulburn for less than 10 years; and C Class Preference Shares held by former suppliers of milk to Murray Goulburn who, at the time they ceased supply, held more than 10,000 shares in Murray Goulburn, had supplied Murray Goulburn for more than 10 years and ceased supply due to retirement. Only registered holders of C Class Preference Shares are entitled to vote at this meeting. 4 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
The Board has determined that for the purpose of identifying a shareholder s entitlement to vote at the meeting, a person will be recognised as the holder of C Class Preference Shares if the person is registered as the holder of those shares on Murray Goulburn s share register as at 3.45pm (AEDT) on Tuesday 25 November 2014. Voting at the meeting On a show of hands, each shareholder who is entitled to vote has one vote, despite the number of voting shares he/she holds. On a poll, every shareholder present shall have one vote for each C Class Preference Share held by the shareholder. If two or more persons are joint holders of a share, any one of the joint holders present may vote at the meeting as if that joint holder were solely entitled to the share. If more than one of the joint holders are present at the meeting, the joint holder named first in the register of members in respect of the share will be entitled to vote, to the exclusion of the others. A shareholder is not entitled to vote at the meeting unless all calls and other sums of money presently payable by that shareholder in respect of shares have been paid. Appointing a proxy A shareholder entitled to attend and vote at the meeting will be entitled to appoint not more than two proxies and (if two proxies are appointed) may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder s votes, each proxy may exercise half of the votes. A proxy form accompanies this Notice. Please also refer to the paragraph headed Limit on proxy and representative appointments below, which describes the constitutional limits on the number of appointments any proxy or representative can have. A proxy need not be a shareholder of Murray Goulburn. The proxy form must be completed in writing and signed or sealed by or on behalf of the appointer. At least 48 hours before the time for holding the meeting (that is, prior to 3.45pm (AEDT) on Tuesday 25 November 2014): the proxy form; and the power of attorney or authority (if any) under which the proxy form is signed, or a notarially certified copy of the power of attorney or authority, must be deposited by one of the following methods: Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 5
Information for Shareholders continued In person: Murray Goulburn Co-operative Co. Limited Level 15, Freshwater Place 2 Southbank Boulevard Southbank VIC 3006 By mail: Returning Officer Murray Goulburn Co-operative Co. Limited GPO Box 2062 Melbourne VIC 8060 By fax: (03) 9473 2145 By email: murraygoulburn@computershare.com.au The proxy form will not be treated as valid if these requirements are not satisfied. If a replacement proxy form is required, please contact Computershare Investor Services Pty Limited on 1300 477 596 (within Australia) or +61 3 9415 4293 (outside Australia). To the extent that the Chairman holds: a directed proxy (i.e. a proxy form in which the holder of shares directs the Chairman how to vote on a resolution), the Chairman will use his vote on that resolution in the manner in which he is directed under that proxy form; and an undirected proxy (i.e. a proxy form in which the holder of shares does not direct the Chairman how to vote on a resolution, but leaves it to the discretion of the Chairman), the Chairman will use his vote on that resolution to vote in favour of the resolution. If a shareholder appoints a proxy and then the shareholder attends the meeting, the proxy s authority to speak and vote for that shareholder at the meeting is suspended while the shareholder is present at the meeting. 6 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
Default to Chairman Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the Company Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in the Notice. Appointing a corporate representative A corporation which is a shareholder of Murray Goulburn may, by resolution of its directors or other governing body, authorise any person as it thinks fit to act as its representative at the meeting. The person authorised will be entitled to exercise the same powers on behalf of the corporation which that person represents as the corporation could exercise if it were an individual shareholder of Murray Goulburn, provided that such authorisation must be notified in writing under the seal of the corporation at the time and in a manner required for notification of proxies or attorneys. Limit on proxy and representative appointments Under Murray Goulburn s Constitution, no person may seek or accept appointment, or hold or exercise any appointment, as a proxy or representative for any shareholder or shareholders of Murray Goulburn where the appointment is in respect of: more than five shareholders of Murray Goulburn; or voting shares which are greater in number than the number which is 0.5 per cent of the aggregate number of all voting shares on issue as at the date of the meeting or resolution. The Chairman must disallow any votes which any proxy or representative seeks to exercise and which are in excess of those limits. This prohibition does not apply to proxies held by the Chairman which are exercised or to be exercised at that meeting. Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 7
Explanatory Notes The purpose of these Explanatory Notes is to acquaint you, as a Preference Shareholder of Murray Goulburn, with details of the item of business to be discussed (and the resolution proposed to be considered and voted on) at the meeting of C Class Preference Shareholders to be held on Thursday 27 November 2014 immediately after the B Class Preference Shareholder meeting. Item 1: Amendment to the Constitution of Murray Goulburn Background Murray Goulburn is considering undertaking a capital restructure (Capital Restructure) involving the creation of a unit trust that would list units on the Australian Securities Exchange (ASX) pursuant to an initial public offering. It is proposed that unitholders would be entitled to receive distributions equivalent to any dividends or other distributions paid to Ordinary Shareholders. Unitholders would not have any voting rights in relation to the operations or affairs of Murray Goulburn. It is also proposed that Ordinary Shareholders be able to trade their shares on a private market, to be known as the Trading Amongst Farmers market. It is expected that Ordinary Shares will trade at a similar market price as the price of units on the ASX. The Capital Restructure is subject to various regulatory, board and shareholder approvals and its structure is continuing to evolve. Once the final structure is determined, the Board will consider proposing the Capital Restructure for approval at an Extraordinary General Meeting to be held in the first half of 2015. Why is Preference Shareholder approval being sought? In preparation for the proposed Capital Restructure, Murray Goulburn proposes to make certain amendments to the Constitution. Ordinary Shareholders will be asked to approve these changes at the AGM. Some of these amendments affect B and C Class Preference Shares and, as a result, need to be separately approved by B and C Class Preference Shareholders under the Corporations Act. Approval is being sought at this time so that appropriate modifications can be made to the Capital Restructure if any of the proposed changes are not approved. If the changes are not approved, it is possible that B and C Class Preference Shareholders will not be able to participate in the Capital Restructure in the manner currently proposed, details of which are set out in the separate letter included with this Notice. 8 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
Proposed amendments to the Constitution of Murray Goulburn Murray Goulburn proposes to make a number of amendments to its Constitution. Although most of the proposed changes will assist in facilitating the proposed Capital Restructure, all changes are of a general nature and, if approved, will apply regardless of whether the Capital Restructure occurs. All changes need to be approved by a special resolution of Ordinary Shareholders. Full details of all changes are set out in the Notice of AGM (a copy of which is included with this Notice for your information). The changes described below will affect B and C Class Preference Shares and so also need to be approved by B and C Class Preference Shareholders in accordance with the Corporations Act. Removal/amendment of certain references to paid up capital The Constitution contains a number of references to capital paid up or credited as paid up on shares. These references were incorporated into the Constitution at a time when all shares in a company had a fixed par value. The concept of par value was abolished by the 1998 corporations law reforms from 1 July 1998. These references are no longer required and their operation will become problematic if Murray Goulburn issues shares for more or less than $1 per share, which will occur if the Capital Restructure is implemented. It is proposed that, where possible, these references be replaced with references to the number or value of the relevant class of shares, rather than the amount of capital paid up on the shares. Details of the proposed amendments are set out in the Annexure. A copy of the Constitution showing the proposed amendments can be obtained from Murray Goulburn s website at www.mgc.com.au or by contacting the Company Secretary, Fiona Smith on (03) 9040 5000. Once the final structure of the proposed Capital Restructure has been determined, a further round of changes to the Constitution will be required. These changes will require approval by Ordinary Shareholders, and to the extent they affect B and C Class Preference Shares, by any remaining B and C Class Preference Shareholders, at an Extraordinary General Meeting, which the Board currently intends to call in the first half of 2015. Full details of the proposed changes will be made available prior to that meeting. Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 9
Annexure: Proposed amendments to the Constitution to be approved by B and C Class Preference Shareholders Removal/amendment of certain references to paid up capital Rule Proposed amendment Comments 1.1 surplus in respect of a financial year means the amount (if any) determined by the board as being available for dividend after payment of: (a) the preferential dividend payable on all of the Preference Shares and arrears (if any); and (b) a dividend in respect of that financial year at the rate of 8% per annum on the capital for the time being and from time to time paid up or credited as paid up on all market value of the Ordinary Shares, and the NV class shares (as determined by the board); 6.1 Ordinary shares Each ordinary share confers on its holder: (a) the right to participate in dividends declared by the board (together with the holders of NV class shares and subject always to the specific rights of the holders of Preference Shares) and the right in each year to participate rateably with the holders of each of the NV class shares, and the shares referred to in the table in rule 7.4 in any surplus in proportion to the number of shares of each class on issue the capital for the time being and from time to time paid up or credited as paid up thereon; Replace reference to capital paid up or credited as paid up on Ordinary Shares with reference to the value of shares. This change will result in the eight per cent dividend rate being calculated on the market value of shares rather than the capital paid up on shares (which may vary from the market value going forward). Replace reference to capital paid up or credited as paid up on Ordinary Shares with reference to number of shares. This change will result in the proportion of Preference Shares to Ordinary Shares being calculated by reference to the number of shares on issue rather than the capital paid up on the shares (which may vary going forward). 10 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
Removal/amendment of certain references to paid up capital continued Rule Proposed amendment Comments 7.4 Dividend rights Preference Shares Subject always to rules 7.1(b) and 7.2(b), the following table specifies the right of each class of Preference Share to receive dividends out of funds available for dividends (to be determined in accordance with the law and rule 19.1(a)): Class of share 12 B class non cumulative Preference Shares Dividend entitlement A non cumulative preferential dividend per annum on the capital for the time being and from time to time paid up or credited as paid up at a rate to be determined annually by the board. If the board fails to determine a dividend rate for a particular year, the dividend rate will be the dividend rate which applied for the previous 12 month period. Right to participate in surplus The right in each year to participate rateably with the holders of Ordinary Shares, NV class shares and the classes of Preference Shares referred to in items 1 and 32 of this table in any surplus in proportion to the number of shares of each class on issuecapital for the time being and from time to time paid up or credited as paid up thereon. Remove one unnecessary reference to capital paid up or credited as paid up and replace other reference with reference to number of shares on issue. This change will result in the proportion of Preference Shares to Ordinary Shares being calculated by reference to the number of shares on issue rather than the capital paid up on the shares (which may vary going forward). Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014 11
Annexure: Proposed amendments to the Constitution to be approved by B and C Class Preference Shareholders continued Removal/amendment of certain references to paid up capital continued Rule Proposed amendment Comments Class of share Dividend entitlement Right to participate in surplus 23 C class non cumulative Preference Shares A non cumulative preferential dividend per annum on the capital for the time being and from time to time paid up or credited as paid up at a rate to be determined annually by the board. If the board fails to determine a dividend rate for a particular year, the dividend rate will be the dividend rate which applied for the previous 12 month period. The right in each year to participate rateably with the holders of Ordinary Shares, NV class shares and the classes of Preference Shares referred to in items 1 and 2 of this table in any surplus in proportion to the number of shares of each class on issuecapital for the time being and from time to time paid up or credited as paid up thereon. 12 Murray Goulburn Notice of Meeting of C Class Preference Shareholders 2014
Murray Goulburn Co-operative Co. Limited Registered Office: Level 15 Freshwater Place, 2 Southbank Boulevard, Southbank Victoria 3006
www.mgc.com.au