- You may appoint the Chair of the Meeting or a Director as your proxy.

- The following Directors are willing and eligible to act as a proxy: Bruce Irvine, Trevor Burt, Mark O’Connor, Trudi Webb, Lynn Crozier, Robin Oakley, Jay Clarke, Joanna Lim;

- A proxy must be a natural person who is either a Director of the Company (see above) or a Current Producer who holds “A” shares or the representative of a Current Producer appointed under clause 21.24 of the Constitution (i.e. a corporate representative). 

Definition of Current Producer

- Under the Constitution, to be a Current Producer, you need to have transacted the Minimum Business (determined by Board Policy under clause 13.12 of the Constitution). Currently, the Minimum Business Policy criteria are:

- $10,000 in Produce sold to MG and/or supplied to MG and sold on consignment either:

- in any one year in the rolling three-year period before the meeting; or
- on average over the rolling three-year period before the meeting.

- Amount is calculated excluding GST and hire equipment (crates and bins etc).
- Applies to all Produce.
- Period to be a 1 July to 30 June year.

- You may direct your proxy how to vote by selecting one option for each item of business (note that there are only two resolutions to vote on for the 2025 AGM). 

- If the Shareholder has appointed a proxy and then attends the meeting, the Company shall count the vote as the Shareholder has instructed on the proxy form and in respect of any vote for which there are no instructions on the proxy form, the appointed proxy may vote and the Shareholder may not vote.

RESOLUTION - Item 5 of the notice of meeting (Director Remuneration) - To consider and vote on an ordinary resolution that “The directors’ fees payable to all directors taken together as a pool be increased from $716,107 to $ 784,137 per annum with effect from 1 January 2026 pursuant to clause 27.1(a) of the Company’s constitution”.

Notes
In accordance with best practice, from time to time, the Board commissions an independent review of directors’ fees. This year Strategic Pay Limited, an independent specialist, was commissioned to report on directors’ fees and provide a recommendation on the amount that should be paid. Directors’ fees were last set by shareholders in 2023 with a pool of $716,107 which included all fees and daily allowances in relation to the Board, Audit Committee and the Remuneration & Nomination Committee. Full details of the amounts paid to each director in each year are disclosed in the relevant financial years annual report (statutory information section). The 2025 Strategic Pay Limited report recommended a range of fees to be paid to directors for the various roles undertaken (such as chair, deputy chair, committee chair, and committee member). A summary of this report is attached to this notice. After consideration of the 2025 Strategic Pay report, the Board is seeking to increase the current fees pool by $68,030 to $784,137 which represents the lower end of the range recommended in the Strategic Pay Limited report. This pool includes all fees and daily allowances in relation to the Board, Audit Committee and the Remuneration & Nomination Committee. Other duties outside that of a normal director’s duties will still be remunerated by special fees in accordance with the constitution. The board seeks shareholder support for the new fee pool in order to maintain market relativity and to be able to continue to attract skilled people to provide governance and direction for the Company.

Directors Fees (exec Summary) report (pdf) >>

RESOLUTION: Item 6 of the notice of meeting (Auditors) - To note the automatic reappointment of the auditors, KPMG, pursuant to section 207T of the Companies Act 1993 and to authorise the Directors to fix the auditors’ remuneration for the ensuing year.