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Silver Fern Farms:Details of Special Meeting

Silver Fern Farms:Details of Special Meeting

• Special Meeting date set for Monday, 11 July 2016

Dunedin 27 May 2016: Silver Fern Farms has today settled the statement from two of the 80 requisitioners, in a form that Silver Fern Farms is willing to include in its Notice of Meeting, and has set a date of Monday 11 July to hold the Special Meeting.

The Board has received a statement from two of the 80 requisitioners and notes that the original 80 requisitioners sought a meeting of shareholders to consider:

“That the shareholders of Silver Fern Farms Limited (the Company) hereby approve the proposed partnership of the Company with Shanghai Maling and the restructure described in the Notice of Meeting and Shareholder Information Pack dated 28 September 2015 by way of this special resolution of shareholders”.

It is clear from the statement received however that rather than seeking “approval” of the transaction (which the Board notes has already been properly approved), these two requisitioners are seeking to stop the transaction.

The Board considers that the conclusions from the FMA on 25 April directly address a number of the key allegations made by the two requisitioners in seeking support for the requisition – in particular in respect of the information (including the financial information) provided to shareholders by the Board ahead of the October 2015 special meeting. The Board has never accepted these allegations, and it regards it as now put to rest.

The date for the Special Meeting has been set for Monday, 11 July 2016. This allows for the form of Notice of Meeting to be completed, verified, approved by the Board, printed and posted so that the Co-operative’s more than 16,000 shareholders have the opportunity to adequately consider its contents.

The venue for the Special Meeting will be Silver Fern Farms’ offices at 283 Princes Street, Dunedin. The record date to determine eligibility of shareholders to vote is 14th of June 2016.

All of the holders of fully paid ordinary shares on that date will be entitled to vote. Only the holders of rebate shares that are “Current Suppliers” will be entitled to vote. A “Current Supplier” for the purposes of the Special Meeting is a holder of shares who has supplied livestock to Silver Fern Farms since 1 September 2014. Under the Company’s constitution holders of Supplier Investment Shares will not be eligible to vote.

The Notice of Meeting (and a Voting Pack for eligible shareholders) will be mailed to shareholders at least 10 business days prior to the meeting date. The Voting Pack will include the process for internet, postal and facsimile voting prior to the special meeting and for voting by proxy/corporate representative or in person at the special meeting.

It is the Board’s firm view that the Co-operative is not, and will not be, bound by the result of the resolution that has been put up and that the transaction with Shanghai Maling remains in the best interests of the Co-operative and its shareholders. Further, the Board intends for the Co-operative to complete the Shanghai Maling transaction in accordance with the shareholder approval already given in October 2015, irrespective of the outcome of this resolution, as it considers the Co-operative is contractually bound to do.


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