PrimeAg Australia Limited : 4 October, 2013 - Chairman's Script EGM

4 October 2013

Extraordinary General Meeting Chairman's Speech - 4 October 2013

Attached is the prepared Chairman's speech for the Extraordinary General Meeting to be held today where the shareholders of PrimeAg Australia Limited (ASX: PAG) will consider and vote on resolutions to approve the sale of the Emerald property to Cowal Agriculture Holdings Pty Limited as trustee for Cowal Agriculture Unit Trust, the distribution of proceeds from the Emerald transaction and the final distribution of capital by PrimeAg.
The Extraordinary General Meeting is to be held today, Friday, 4 October 2013, at 11:15am or immediately following the Scheme Meeting at Hyde Park Forum, Level 1, 271 Elizabeth Street, Sydney, NSW.
For further information, please call PrimeAg on [phone]. Yours Sincerely
Samantha Macansh
Company Secretary

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PRIMEAG AUSTRALIA LIMITED CHAIRMAN'S SCRIPT EXTRAORDINARY GENERAL MEETING - 4 OCTOBER 2013

Good morning ladies and gentlemen, and welcome to this important meeting of PrimeAg shareholders to consider the proposed sale of the Emerald Property to Cowal Agriculture Holdings Pty Limited, as trustee for Cowal Agriculture Unit Trust and the approval of the final two capital distributions to PrimeAg shareholders.
I am Roger Corbett, the Chairman of PrimeAg and the Chair of today's meeting, and, on behalf of my fellow directors, I thank you for the taking the time to attend.
A copy of my address will be posted on PrimeAg's website today and has been lodged with the ASX
to provide access for as many shareholders as possible.
There is a quorum present so I will now formally open this meeting of PrimeAg shareholders. You have all received a copy of the Notice of Meeting which was contained in the Explanatory Memorandum dated 28 August 2013 which was sent to all shareholders. If there is no objection, I propose to take the Notice of Meeting as read. Extra copies of the Notice are available in the foyer.
With me today are fellow representatives of the Company being Mr Peter Corish, Managing Director of PrimeAg, Mr David Trebeck, Mr Stephen Ray Williams, Mr Stephen Andrew Williams, Mr Peter Young, Mr Geoffrey Howitt, non-executive directors of PrimeAg and Ms Samantha Macansh, the Company Secretary and Chief Financial Officer of PrimeAg.
The proposed sale of Emerald and the Scheme are the final step in the privatisation process of
PrimeAg.
I note that no superior proposal has emerged since the time of the first announcement of the Emerald transaction and the Scheme to ASX on 1 July 2013.
The PrimeAg Board recommends, in the absence of a superior proposal, that PrimeAg shareholders vote in favour of the Emerald transaction, the Emerald distribution and the final distribution. The Independent Expert, Deloitte, engaged to evaluate the proposed Emerald Transaction has concluded that the proposed transaction is not fair but reasonable and, therefore, in the best interests of PrimeAg shareholders. However, the Independent Expert has noted that, in the absence of the Scheme, the Emerald transaction may not be reasonable.
I note that the PrimeAg directors intend to vote or have directed proxies to vote, the PrimeAg shares we hold or control in favour of the Emerald transaction, the Emerald distribution and the final distribution.
The Explanatory Memorandum dated 28 August 2013 which was sent to all PrimeAg shareholders contained the PrimeAg Board's recommendation, the reasons to vote in favour and the reasons to vote against together with the Independent Expert's Report by Deloitte Corporate Finance Pty Ltd. Additional copies of the Explanatory Memorandum are available here today.
If PrimeAg shareholders (excluding Cowal) approve the Emerald transaction today, then we intend to complete the Emerald transaction on Monday 14 October 2013. The Emerald distribution and the Final distribution will then be paid to shareholders in early November 2013.
I would now like to continue with the formal business of the meeting to consider the resolutions.
Only people holding yellow cards are able to vote and ask questions at this meeting, Visitors holding a white card are not eligible to vote or speak at the meeting. Visitors holding a red card are not eligible to vote, but are eligible to speak at the meeting.
PrimeAg shareholders have been asked to consider, and if thought fit, pass the following resolutions today:

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Resolution 1 - Approval of the Emerald Transaction

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

"That, for the purposes of ASX Listing Rule 10.1 and for all other purposes, PrimeAg Shareholders approve the sale of the Emerald Property described in the Explanatory Memorandum which accompanies this Notice of EGM to Cowal Agriculture Holdings Pty Limited, as trustee for Cowal Agriculture Unit Trust, on the terms described in section 3 of the Explanatory Memorandum (which accompanied the notice convening this meeting)"

Resolution 2 - Approval of Return of Capital from the Emerald Transaction (Emerald Distribution)

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

"That, for the purposes of sections 256B(1)(c) and 256C(1) of the Corporations Act and for all other purposes, subject to the approval of Resolution 1 and completion of the Emerald Transaction, PrimeAg Shareholders approve:

(i) the proposed reduction in PrimeAg's issued ordinary share capital by approximately

$30.875 million; and

(ii) such reduction being effected by the repayment to all the holders of PrimeAg Shares of the amount of $0.1159 per PrimeAg Share on the terms and conditions set out in section 3 of the Explanatory Memorandum (which accompanied the notice convening this meeting)"

Resolution 3 - Approval of Final Return of Capital (Final Distribution)

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

"That, for the purposes of sections 256B(1)(c) and 256C(1) of the Corporations Act and for all other purposes subject to the approval of the Scheme Resolution and the Scheme becoming Effective, PrimeAg Shareholders approve:

(i) the proposed reduction in PrimeAg's issued ordinary share capital by approximately

$35.0-$41.0 million; and

(ii) such reduction being effected by the repayment to all the holders of PrimeAg Shares of the amount of $0.13-$0.15 per PrimeAg Share on the terms and conditions set out in section 5 of the Explanatory Memorandum (which accompanied the notice convening this meeting)"

In order to accurately determine the votes, I will be calling for a poll to be conducted in respect of each resolution. Link will act as scrutineers and report the results of voting to me.
The Corporations Act requires that before the vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy votes are to be cast. Accordingly, this slide shows the proxy votes received by PrimeAg as at 8:00am this morning and how they are to be cast.

Voting procedure

I would now like to summarise the voting procedure for the resolutions.
All shareholders and proxy holders at this meeting who are eligible to vote will have received a yellow voting card. If you have not received your yellow voting card, please see a representative from Link.
When the time comes later in the meeting to vote, please complete your yellow card for all the resolutions to indicate how you wish to vote.
To vote, place a tick or a cross in the box on the card under the heading "for", "against" or "abstain" for each resolution, s and indicate, if applicable, what percentage of your shares are voted in that way.

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If you are a proxy holder, you must vote only in accordance with instructions on the proxies already
lodged with PrimeAg. Proxies which do not direct how the vote is to be cast may be voted in favour or against the Resolution at the discretion of the proxy. This includes any open proxies given in favour of me as Chairperson of the meeting.
As Chairperson, I will cast any such open proxy votes given to me in favour of the three resolutions.

Discussion of the resolutions

The resolutions are now open for discussion. We propose to discuss the three resolutions together. As I mentioned earlier, only people holding yellow cards are able to vote and ask questions at today's meeting. Visitors holding a white card are not eligible to vote or speak at the meeting. Visitors holding a red card are not eligible to vote, but are eligible to speak at the meeting.
If you wish to speak or ask questions in relation to the resolutions, please raise your voting card and wait for me to acknowledge you. Before you speak, please identify yourself and, if you are a proxy, attorney or representative, state who you are representing.
Are there any questions or discussion on the resolutions?
I now put the resolutions to a vote and call for a poll to be taken.
As all the voting cards have now been collected, I declare the poll closed.
There will be a short delay during which the votes will be counted by the scrutineer, however the meeting is not adjourned.
The counting of the votes has now been completed. I announce the following results:
I declare Resolution 1 [passed/not passed] in accordance with the majority required by the ASX Listing Rules. I declare Resolution 2 [passed/not passed] in accordance with the majority required by the Corporations Act. I declare Resolution 3 [passed/not passed] in accordance with the majority required by the Corporations Act.
The results will be lodged with ASX as soon as possible.
I declare this meeting closed. Thank you for your attendance.

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