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Silver Fern Farms Unveils Proposed Board

7 August 2008


Silver Fern Farms Unveils Proposed Board

Silver Fern Farms today announced its new eight-member transitional board line-up in the event that the proposed partnership with PGG Wrightson (PGW) proceeds.

Following approval of the partnership arrangement between the two companies by transacting shareholders on 8 September 2008, the existing board would be reduced from 12 directors to eight. Heading the new board would be the current Silver Fern Farms chairman Eoin Garden, who would be joined by three other Silver Fern Farms directors, namely Joe Ferraby, Rob Hewett and independent director Richard Somerville.

The four PGW directors would be Craig Norgate, Baird McConnon, Tim Miles and Keith Smith.

(See director biographies below).

Chairman Eoin Garden says the new directors bring a level of business acumen and depth of international experience not previously seen in the red meat industry. “Further, the board’s composition underpins a central part of the agreement with PGW, in that farmer shareholders of Silver Fern Farms would retain effective control and influence in the partnership, while the approval of farmer shareholders would be required for resolutions to be passed,” he says.

More specifically, farmer control would be assured by: • the need for six of the eight directors to pass a board resolution • approval by 50 percent of the farmer suppliers of any shareholders resolution in addition to PGW’s approval. PGW cannot in its own right carry any shareholder resolution using its 50 percent shareholding interest.

Mr Garden says there was also a requirement for all directors to act in the best interests of Silver Fern Farms. Moreover, the partnership was dependent on the commitment of farmers and their livestock to achieve its goals. “By implication we need to ensure that we are meeting their needs."

Going forward, three farmer elected directors would retire by rotation, with voting for the farmer directors undertaken on a national basis as against the ward system. The fourth farmer appointed director would be appointed by the newly formed Shareholders’ Council, which would initially comprise the balance of the elected Silver Fern Farms directors, Chaired by Angus Mabin.

The eight Directors that are proposed for Silver Fern Farms are:

Farmer representatives

• Eoin Garden – Chairman of Silver Fern Farms Ltd, and a director since 1998, Mr Garden operates 2,500 hectares of high country breeding and finishing land at Millers Flat in Central Otago. His 10,000 stock units include sheep, cattle and deer.

The Garden family operates large ovine dairy and bovine dairy businesses, and they have significant forestry investments.

• Joe Ferraby – A director of Silver Fern Farms since 1988, Mr Ferraby is also a director of investment company The Equitable Group, Seddon Vineyards, Destination Marlborough and Chairman of the public company Terra Vitae Ltd. He is also a director and former Chairman, of Combined Rural Traders. Mr Ferraby farms a 650 hectare sheep and beef property carrying 3,500 stock units, and is a trustee and advisor in a 4,800 hectare property with 15,000 stock units.

• Rob Hewett – A director of Silver Fern Farms since March 2008, and managing director of Hewett Farm Ltd, a 960 hectare (9,500 stock unit) sheep and beef breeding and finishing farm in Manuka Gorge, South Otago. He is a director of specialist warehouse and logistics company Crossdocks Australia Pty Ltd and NZbased consulting firm Longwater Consulting Ltd.

• Richard Somerville- A Chartered Accountant, Mr Somerville was appointed to the board in 2004, and is the current Chairman of the Board Executive Committee. He is Chairman of Milford Asset Management Limited, as well as a director of Southern Hemisphere Proving Ground Limited, Milford Dart Limited and a number of private companies.

PGW Representatives

• Craig Norgate – Chairman of PGG Wrightson. Managing director of Rural Portfolio Investments, which owns 30 percent of PGG Wrightson. He has over 20 years’ experience as a leader in New Zealand’s primary industries, including two years as the inaugural CEO of Fonterra. He is a director of Westgate Port Taranaki Ltd, NZ Farming Systems Uruguay Ltd, Aotearoa Fisheries Ltd and Sealord Group Ltd. Past directorships include the New Zealand Dairy Board, NZ Rugby Union, Mainland Products Ltd, Foundation for Research, Science & Technology & the Government’s Growth and Innovation Advisory Board.

• Baird McConnon – A director of PGG Wrightson, he is chairman of Rural Portfolio Investments Ltd and a director of several private family-related companies. He has been involved in agriculture-related businesses for more than 30 years, most recently as chief executive of the team that developed the Mainland Consumer Products Group and the Australasian Food Holdings Group.

• Tim Miles – MD of PGG Wrightson Limited, Mr Miles has extensive international experience which includes leadership positions as Chief Technology Officer of Vodafone Group, Chief Executive and Chairman of Vodafone UK and Chief Executive of Vodafone NZ. He was MD of Unisys NZ and then Vice President at Unisys Corporation where he led a team to fundamentally change the Unisys Business. Mr Miles then became responsible for the Unisys Telecommunications business worldwide. While at Data General, he was Marketing Director for Asia Pacific. Since his return to NZ, he has served as a director of Goodman Property Trust and Chairman of Equity Partners Media and Communications. He is an Advisory Trustee of Leadership NZ.

• Keith Smith – A director of PGG Wrightson, and former chairman of Wrightson Ltd.

He is chairman of Tourism Holdings Ltd, NZ Farming Systems Uruguay Ltd and The Warehouse Group Ltd. He is a director of Goodman (NZ) Ltd and a number of private companies. A chartered accountant, he is a former partner in BDO Spicers.


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