Nufarm Limited Notice of Annual General Meeting for 2 months ended 30 September 2020 Dear Shareholder I am pleased to invite you to the Transitional Annual General Board recommendation Meeting (Meeting) for the two months ended 30 September 2020 Details of each resolution to be proposed at this Meeting, of Nufarm Limited (Nufarm), which will be held as a virtual meeting are set out in the accompanying Notice of Meeting and the on Friday 18 December 2020 commencing at the later of 10.45am Explanatory Notes. (AEDT) or 10 minutes after the conclusion of the FY20 Meeting. Directors recommend that Shareholders vote in favour of all Nufarm has changed its financial year end from 31 July to resolutions and information on voting, including how to vote 30 September. As a consequence, there is a two month period directly and appoint a proxy, are available in the Notes relating from 1 August 2020 to 30 September 2020 which requires Nufarm to Voting section on page 3 of the Notice of Meeting. If you to not only report its financial results for this period but also cannot join the Meeting online, you may appoint a proxy to requires that we hold an additional annual general meeting. attend and vote on your behalf. To do this you must appoint a This Notice of Meeting relates to this transitional reporting period. proxy and lodge a proxy vote so that it is received no later than With the continuing restrictions regarding holding public gatherings 12.00pm (AEDT) on Wednesday 16 December 2020. and the ongoing health concerns relating to the COVID-19 Questions from shareholders are important to us and we encourage pandemic Nufarm will hold this Meeting as a virtual meeting. This you to provide them to us in advance of the meeting. This will means that you will not be able to physically attend the Meeting allow us to address any key themes that have been raised during but will still be able to participate in the Meeting online. The online the meeting. Questions can be submitted by shareholders facility will allow shareholders to submit questions in relation to the including those to Nufarm’s auditor, KPMG audit business of the Meeting. Information on how to participate virtually is set out in the accompanying Notice of Meeting and in the Lumi • at any time prior to the meeting by using an online shareholder Online Meeting Guide which is available at www.nufarm.com/ question form at Nufarm’s website at www.nufarm.com/ investor-centre/annual-general-meeting. Please note that you will investor-centre/annual-general-meeting; only need to connect once as set out in the Lumi Online Meeting • online at www.investorvote.com.au when voting online Guide to participate in both meetings. (questions close 5 days prior to the meeting); or I encourage you to join the virtual meeting online via the Lumi • online during the meeting via the Lumi AGM platform AGM platform and hope that this approach allows more at https://web.lumiagm.com/311533120. shareholders to attend. While you are able to vote and ask questions on the items of business during the Meeting, I strongly Please note, that any written questions to the Auditor must be encourage you to vote (by lodging a proxy) and submit your received by 10.00am (AEDT) on Friday 11 December 2020. Further questions ahead of the Meeting. information on how to ask a question is available in the Notes relating to Voting in the Notice of Meeting. Board renewal For those that are not able to join the meeting, an archive of the During this two month period, we have progressed with orderly meeting will be available at www.nufarm.com/investor-centre/ succession and renewal of the Board. As part of this process we annual-general-meeting. are proposing the election of Lynne Saint as a new Non-executive On behalf of the board and the management team of Nufarm director. Lynne brings to the Board strong financial skills, corporate I want to thank you for your continued support of Nufarm and governance, enterprise risk, supply chain risk and project look forward to your virtual attendance and the opportunity management obtained from a global career including more to engage with you at the Meeting. than 19 years with Bechtel Group where she served as Chief Audit Executive and Chief Financial Officer of the Mining and Yours sincerely Metals Global Business Unit. John Gillam Chairman 19 November 2020 1 Nufarm Limited | Notice of Annual General Meeting for 2 months ended 30 September 2020 NOTICE IS GIVEN that the 105th Annual General Meeting (Meeting) for the two months financial period 1 August 2020 – 30 September 2020 of shareholders of Nufarm Limited (Nufarm or the Company) will be held virtually on Friday, 18 December 2020 at the later of 10.45am AEDT or 10 minutes after the conclusion of the FY20 AGM. Ordinary Business 1 Financial Reports and Statements 3 Election of Director To receive and consider the Financial Report, the Directors’ To consider and, if thought fit, pass the following resolution Report and the Auditor’s Report for the two months ended as an ordinary resolution: 30 September 2020. That Lynne Saint, being eligible, be elected as a Director 2 Remuneration Report of the Company. To consider and, if thought fit, pass the following resolution By Order of the Board as an ordinary resolution: That the Remuneration Report for the two months ended 30 September 2020 be adopted. Note: the vote on this resolution is advisory only and does not bind the Directors or the Company. Voting exclusion statement for Item 2 Fiona Smith Company Secretary The Company will disregard any votes cast on Item 2: 19 November 2020 • by or on behalf of a person who is a member of the Company’s Key Management Personnel (KMP) named in the Remuneration Report for the two months ended 30 September 2020 and their closely related parties (regardless of the capacity in which the vote is cast); or • as proxy by a person who is a member of the KMP on the date of the Meeting and their closely related parties. However, votes will not be disregarded if they are cast as proxy for a person entitled to vote: • in accordance with the directions on the Proxy Form; or • by the person chairing the Meeting, in accordance with an express authorisation in the Proxy Form to exercise the proxy even though Item 2 is connected with the remuneration of the KMP. Nufarm Limited | Notice of Annual General Meeting for 2 months ended 30 September 2020 2 Notes Relating to Voting Entitlement to Vote 7. If you choose to appoint a proxy, you are encouraged to direct your proxy on how to vote by marking the ‘for’, ‘against’ or 1. In accordance with Regulation 7.11.37 of the Corporations ‘abstain’ box on the Proxy Form. Your proxy may only exercise Regulations 2001, the Board has determined that persons who your vote in the manner you have directed. If no direction is are registered holders of shares in the Company as at 7.00 pm given, the proxy may vote as it sees fit, subject to any voting AEDT on Wednesday, 16 December 2020 will be entitled to restrictions applicable to the proxy. Unless the Chairman of attend and vote at the Meeting as a shareholder. Share the Meeting is your proxy, members of the Company’s KMP transfers registered after that time will be disregarded in (which includes each of the Directors) will not be able to vote determining entitlements to attend and vote at the Meeting. as proxy on Item 2 unless you direct them how to vote. If you 2. If more than one joint holder of shares attends the Meeting intend to appoint any of those persons as your proxy, you (whether personally, by proxy, by attorney or by should ensure that you direct that person how to vote on Item 2. representative) and tenders a vote, only the vote of the 8. Appointed proxies will need to contact Computershare joint holder whose first name appears first on the register to obtain a username and password to vote online. Further will be counted. details are available in the online meeting guide available at www.nufarm.com/investor-centre/annual-general-meeting. Exercising your right to vote 9. Either the original, facsimile or electronic transmission of the proxy form(s) and any Power of Attorney or authority under 3. Voting on all resolutions will be conducted by a poll. which they are signed must be received at least 48 hours prior to the Meeting (i.e. by no later than 12.00pm (AEDT) The poll will be conducted live and online during the Meeting on Wednesday 16 December 2020 or, in the case of an using the Lumi platform (if you are participating on your adjournment, prior to the time scheduled for resumption computers), or the Lumi AGM app (if you are participating of the Meeting. Any proxy form received after this deadline, on your mobile phone or device). including at the AGM, will be invalid. The Chairman of the Meeting will open the poll at the beginning Post Computershare Investor Services Pty Limited, of the Meeting and the poll will remain open until the close GPO Box 242, Melbourne Victoria 3001 of the Meeting. Fax 1800 783 447 (within Australia) or On a poll, shareholders have one vote for every fully paid +61 3 9473 2555 (outside Australia) ordinary share held (subject to restrictions on voting referred to above).
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