Announcement PDF 18 November 2024 Notice of 2024 Annual General Meeting Attached is the notice of the Elders Limited (ASX:ELD) Annual General Meeting of shareholders to be held on Thursday 19 December 2024, from 10.00am (ACDT). Further Information: Peter Hastings, Company Secretary, 0419 222 489 Authorised by: Elders Limited Board of Directors View this announcement on Elders’ Investor Hub. Elders Limited ABN 34 004 336 636. Registered Office: Level 10, 80 Grenfell Street, Adelaide SA Australia 5000 Elders Annual General Meeting 2024 Notice is hereby given that the 70th Annual General Meeting of Shareholders of Elders Limited (Company) will be held on Thursday 19 December 2024, commencing at 10.00am (ACDT) in the City Room, Adelaide Convention Centre, North Terrace, Adelaide, South Australia 5000 Shareholders are encouraged to join virtually or in person Elders Limited ABN 34 004 336 636 Carnamah, WA Branch Elders Limited ABN 34 004 336 636 Level 10, 80 Grenfell Street Adelaide, SA, Australia 5000 GPO Box 551, Adelaide SA 5001 p | 08 8425 4000 elders.com.au 18 November 2024 Dear Shareholder, It is my pleasure to invite you to attend the 2024 Annual General Meeting (AGM) of Elders Limited (Elders), which will take place on Thursday 19 December 2024 at 10.00am (ACDT). This Notice of Meeting and Explanatory Notes detail the business that will be dealt with at that meeting. Your Board is looking forward to meeting with you in person, while continuing to facilitate online attendees. We hope that this will mean as many Shareholders as possible will join and participate in the meeting. Information about participation in the meeting, how to submit questions and voting on resolutions is set out in this Notice and further detail can be found by visiting boardroomlimited.com.au/agm/elders24. I encourage you to consider voting online ahead of the meeting, particularly if you are unable to join us at the prescribed time on 19 December 2024. If you attend the meeting and decide to change your vote, you can do so while voting remains open in the meeting. At last year's AGM, Elders received a "first strike" on the resolution to adopt the 2023 Remuneration Report. Your Board has sought to understand the concerns of Shareholders and Proxy Advisors that led to the strike, and to address these as neccessary. We note that the concerns largely relate to the specific decisions taken in negotiating to retain the services of Mr Allison rather than the broader structure and reporting of KMP and executive remuneration. Feedback indicated that the vote against the 2023 Remuneration Report reflected concerns with the size of the increase in fixed remuneration for the MD & CEO and with the one-off retention arrangements put in place to retain Mr Allison’s services; the lack of performance conditions in the retention arrangements; and transparency around the benchmarking used to arrive at these decisions. Concerns were also expressed regarding the process of addressing CEO succession, given the notice provided by Mr Allison in November 2022 of his intent to retire from Elders. Your Board acknowledges the concerns expressed by Shareholders and Proxy Advisors, as a result of what were one-off decisions taken to deal with the circumstances related to CEO succession. These were intended to mitigate risks to the business at the time, taking account of Elders' systems modernisation and supply chain rationalisation, along with the business conditions at the time. A detailed response to Shareholder concerns is set out in Section 1 of Elders' 2024 Remuneration Report. With a secure leadership team in place, and refreshed CEO succession plans being overseen by a Board that has continued its own renewal process, your Board looks forward to an orderly process that will ensure the continuation of recent business success and improved shareholder outcomes. Your Board believes the resolutions proposed in the Notice and described in the Explanatory Notes (except Item 8) are in the best interests of Elders’ Shareholders and, subject to the abstentions stated in the Notice, unanimously recommends that you vote in favour of all Items except 8. If you appoint me as your proxy, or I become your proxy by default, but you do not direct me how to vote, I intend to vote in favour of all Items except 8 (the conditional spill resolution). Thank you for your continued support of our great company. Yours sincerely, Ian Wilton Chair Notice of 2024 Annual General Meeting Notice of 2024 Annual General Meeting Agenda Thursday, 19 December 2024 10.00 am ACDT In the City Room, Adelaide Convention Centre, North Terrace, Adelaide, South Australia 5000 and online at https:// meetings.lumiconnect.com/ 300-254-551-164. Shareholders are encouraged to join either in person or online. 1. Financial Statements and Reports To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the 12 month period ended 30 September 2024. No vote is held in connection with this item. 2. Remuneration Report To consider and, if thought fit, to pass the following resolution: “That the Remuneration Report, which forms part of the Directors’ Report, for the 12 month period ended 30 September 2024 be adopted.” Note that the vote on this resolution is advisory only and does not bind the Company or the Directors of the Company; however if 25% or more of the votes cast on this resolution are against it, the conditional spill resolution (Item 8) will be put to the AGM. 3. Election of Damien Frawley To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Damien Frawley, having been appointed as a Director by the Board since the last Annual General Meeting, who retires in accordance with Rule 8.1.5(a) of the Constitution of the Company, and being eligible, is elected as a Director of the Company.” 4. Election of Glenn Davis To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Glenn Davis, having been appointed as a Director by the Board since the last Annual General Meeting, who retires in accordance with Rule 8.1.5(a) of the Constitution of the Company, and being eligible, is elected as a Director of the Company.” 5. Re-Election of Robyn Clubb To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Robyn Clubb, being a Director of the Company who retires in accordance with Rule 8.1.5(b) of the Constitution of the Company, and being eligible, is re-elected as a Director of the Company.” 6. Managing Director’s LongTerm Incentive To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.14, and for all other purposes, the grant of 190,750 performance rights to the Managing Director and Chief Executive Officer, Mr Mark Charles Allison, on the terms specified in the Explanatory Notes to and forming part of the Notice of Meeting be approved.” 3 4 2024 Elders Notice of Annual General Meeting 7. Financial Assistance 7(a) Approval of Financial Assistance - IPST Holdings and each of its Subsidiaries. To consider and, if thought fit, to pass the following resolution as a special resolution: "That for the purposes of sections 260A and 260B(2) of the Corporations Act 2001 (Cth), approval is given for the financial assistance to be provided by IPST Holdings Pty Ltd (ACN 159 044 096) and each of its subsidiaries in connection with the IPST Acquisition as described in the Explanatory Notes to and forming part of the Notice of Meeting." 7(b) Approval of Financial Assistance Riverland Lending Services Pty Ltd To consider and, if thought fit, to pass the following resolution as a special resolution: "That for the purposes of sections 260A and 260B(2) of the Corporations Act 2001 (Cth), approval is given for the financial assistance to be provided by Riverland Lending Services Pty Ltd (ACN 145 814 080) in connection with the RLS Acquisition as described in the Explanatory Notes to and forming part of the Notice of Meeting." 7(c) Approval of Financial Assistance Robian Holdings Pty Ltd To consider and, if thought fit, to pass the following resolution as a special resolution: "That for the purposes of sections 260A and 260B(2) of the Corporations Act 2001 (Cth), approval is given for the financial assistance to be provided by Robian Holdings Pty Ltd (ACN 084 750 265) in connection with the Robian Acquisition as described in the Explanatory Notes to and forming part of the Notice of Meeting." 8. Spill Resolution (Conditional Item) Please refer to the accompanying Explanatory Notes, which form part of this Notice of Meeting, for more information on the proposed resolutions. If you do not want a spill meeting to take place, you should vote 'against' the resolution at Item 8. If you want a spill meeting to take place, you should vote 'for' the resolution at Item 8. By Order of the Board Condition for Item 8: This resolution will only be put to a vote at the Meeting if at least 25% of the votes validly cast on Item 2 are against that resolution. To consider and, if thought fit, pass the following resolution as an ordinary resolution. "That, subject to and conditional on at least 25% of votes cast on Item 2 being against adoption of the Remuneration Report for the year ended 30 September 2024: a) another general meeting of the Company (the 'spill meeting') be held within 90 days ; b) all of the Non-Executive Directors in office when the resolution to make the Directors' Report for the year ended 30 September 2024 was passed and who remain in office at the time of the spill meeting, cease to hold office immediately before the end of the spill meeting; and c) resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting." Peter Hastings Company Secretary 18 November 2024 Notice of 2024 Annual General Meeting 5 Explanatory Notes The following notes form part of the Notice of Meeting and have been prepared to assist Shareholders to better understand the business to be considered by Shareholders at the 2024 Annual General Meeting. The Directors recommend that Shareholders read the Explanatory Notes before voting on the resolutions. Item 1 — To Receive and Consider the Financial Statements and Reports of the Directors and Auditor In accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act), the Financial Statements and Reports of the Directors and the Auditor for the 12 month period ended 30 September 2024 will be laid before the meeting. Shareholders as a whole will be given a reasonable opportunity at the meeting to ask questions or make comments on the management of the Company. Shareholders may also submit written questions to the Auditor relevant to the content of the Auditor’s Report or the conduct of the audit up to five business days prior to the AGM. A reasonable opportunity will be given at the AGM for Shareholders as a whole to ask the Auditor or its representatives questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. Elders encourages all Shareholders to elect to receive documents by email to ensure efficient and timely communication. The 2024 Annual Report (which includes the Financial Statements and Reports of the Directors and the Auditor) has been emailed to Shareholders who have provided an email address and elected to receive a digital copy. A digital copy is also located on the Company’s website at:https:// investors.elders.com.au/periodic-reports. A hard copy of the 2024 Annual Report will be mailed to all Shareholders who have elected to receive a printed copy. Neither the Corporations Act nor the Company's Constitution requires Shareholder approval of these Statements and Reports. Accordingly, no vote is held in connection with this item. Item 2 — To Adopt the Remuneration Report The Corporations Act requires the Company to propose a resolution to Shareholders that the Remuneration Report be adopted. The Remuneration Report, which forms part of the Directors’ Report, can be found in the Company’s 2024 Annual Report. The Remuneration Report includes: 1. an explanation of the Company’s policy for determining the nature and amount of remuneration of Key Management Personnel (KMP); 2. a discussion of the relationship between the remuneration policy, the Company’s performance and KMP remuneration outcomes; and 3. a detailed summary of remuneration components for KMP including relevant performance conditions. Although the vote on this resolution is advisory only and does not bind the Company or its Directors, the Board will take the outcome of the vote and the views of Shareholders into consideration when reviewing remuneration policies and practices. At last year's AGM, Elders received a first strike against the Remuneration Report when more than 25% of votes were cast against the adoption of the Report. Elders' Board and management took that very seriously. Your Board has sought to understand the concerns that led to the strike, and to address these as necessary. We note that the concerns largely relate to the specific decisions taken in negotiating to retain the services of Mr Allison rather than the broader structure and reporting of KMP and executive remuneration at Elders. Feedback indicated that the vote against the 2023 Remuneration Report reflected concerns with the size of the increase in fixed remuneration for the MD & CEO and with the one-off retention arrangements put in place to retain Mr Allison’s services; the lack of performance conditions in the retention arrangements; and transparency around the benchmarking used to arrive at these decisions. Concerns 6 2024 Elders Notice of Annual General Meeting were also expressed regarding the process of addressing CEO succession, given the notice provided by Mr Allison in November 2022 of his intent to retire from Elders. At the 2023 AGM, Shareholders were asked to approve the issue of service rights as part of the arrangements put in place to retain Mr Allison’s services. In putting the service rights to Shareholders for approval, your Board reserved the right to satisfy this commitment by way of alternative arrangements, should approval not be provided. In the absence of being able to issue the service rights, the Board believed that it was in the best interests of the Company and Shareholders to honour in full the arrangements agreed in order to retain Mr Allison’s services, whilst the CEO succession planning process continued. As advised to Shareholders in May 2024 the Board has looked to satisfy the service rights by way of a cash payment. Your Board acknowledges the concerns expressed by Shareholders and Proxy Advisors, as a result of what were oneoff decisions taken to deal with the circumstances related to CEO succession. These were intended to mitigate risks to the business at the time, taking account of Elders' systems modernisation and supply chain rationalisation, along with the business conditions at the time. A detailed response to Shareholder and Proxy Advisor concerns is set out in Section 1 of Elders' 2024 Remuneration Report. With a secure leadership team in place, and refreshed CEO succession plans being overseen by a Board that has continued its own renewal process, your Board looks forward to an orderly process that will ensure the continuation of recent business success and improved Shareholder outcomes. Voting Exclusion Statement The Company will disregard any votes cast on Item 2: • by or on behalf of a member of the KMP whose remuneration details are included in the Remuneration Report (or their closely related parties), regardless of the capacity in which the vote is cast; or • by a member of the KMP (or their closely related parties) at the date of the meeting acting as proxy. However, the Company need not disregard a vote if: • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation to vote as the proxy decides even though Item 2 is connected with the remuneration of a member of the KMP. The term ‘closely related party’ is defined in the Corporations Act and includes the KMP’s spouse, child, dependants and certain other close family members, as well as any companies controlled by the KMP. Board Recommendation Acknowledging that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. Item 3 — Election of Damien Frawley Mr Frawley was appointed to the Board effective 1 August 2024. Mr Frawley will retire at the AGM in accordance with Rule 8.1.5(a) of the Company's Constitution and will stand for election. Damien Frawley Mr Frawley commenced as a Non-Executive Director of the Company on 1 August 2024, and is a member of the Safety and Sustainability Committee, the Audit, Risk and Compliance Committee, the Remuneration, People and Culture Committee and the Nomination and Prudential Committee. Mr Frawley is an experienced CEO and Director, with extensive experience in the financial services sector and a strong passion for agriculture. He is currently Chair of the Queensland Treasury Corporation (since 2022) and Chair of Host-Plus Pty Limited (Director since Jul 2021). Mr Frawley is a Non-Executive Director of both Mirvac Group (ASX:MGR, since Dec 2021) and Blue Sky Beef Pty Ltd (since Mar 2018). He was previously Chair of AMPS Agribusiness Limited (Nov 2018 - Apr 2024). Mr Frawley brings to the Elders Board skills in CEO and leadership oversight, Board leadership, strategy and planning, talent and remuneration, customers and consumers and government relations. He also has a well-developed understanding of agribusiness through various professional and personal undertakings. Mr Frawley is a resident of New South Wales. Prior to his appointment, appropriate checks were carried out relating to Mr Frawley's character, experience, education, criminal record and bankruptcy history. None of these checks revealed any information of concern. Mr Frawley has confirmed to the Company that he has sufficient time to fulfil his duties as a Director of Elders. He has estimated his other commitments to require approximately 82 hours per month. Board Recommendation The Board considers that Mr Frawley's significant and proven skills and experience will add significantly to Elders and, therefore, the Board unanimously recommends (with Mr Frawley abstaining) the election of Mr Frawley as a Director. The Board considers Mr Frawley to be an independent Director. Item 4 — Election of Glenn Davis Mr Davis was appointed to the Board effective 2 September 2024. Mr Davis will retire at the AGM in accordance with Rule 8.1.5(a) of the Company's Constitution and will stand for election. Glenn Davis LLB, BEc, FAICD The Board appointed Mr Davis effective 2 September 2024. Mr Davis is a member of the Safety and Sustainability Committee, the Audit, Risk and Compliance Committee, the Remuneration, People and Culture Committee and the Nomination and Prudential Committee. Mr Davis holds a Bachelor of Laws and a Bachelor of Economics from the University of Adelaide. He is a fellow of the Australian Institute of Company Directors, with extensive experience serving on both listed and unlisted company boards. He currently serves as a Director of ASX and NZX dual listed SkyCity Entertainment Group Limited and Chair of SkyCity's Adelaidebased casino (since Sept 2022), Chair of ASX listed Adrad Holdings Limited (since Jan 2022), and Chair of ASX listed iTech Minerals Limited (since Apr 2021). While Mr Davis has confirmed he has sufficient time to fulfil his responsibilities as a director of Elders, he intends to rationalise his current appointments on listed company boards during FY25 to ensure he has sufficient time to devote to unexpected occurrences, should they arise, at Elders. Mr Davis was previously a Non-Executive Director of Beach Energy Limited (2007-2023), including serving as Chair between 2012 and his retirement. In addition to his experience as a Director, Mr Davis has almost 40 years' experience as a commercial lawyer. Since 2002 he has been principal and co-founder of DMAW Lawyers. As a lawyer he has advised many corporate clients, including listed clients, on transactional and risk management matters. Mr Davis brings to the Board skills in legal, CEO and leadership oversight, talent and remuneration, strategy and planning, Board leadership and risk management. Mr Davis is a resident of South Australia. Notice of 2024 Annual General Meeting Prior to his appointment, appropriate checks were carried out relating to Mr Davis' character, experience, education, criminal record and bankruptcy history. None of these checks revealed any information of concern. Mr Davis has confirmed to the Company that he has sufficient time to fulfil his responsibilities as a Director of Elders. He has estimated his other commitments require approximately 110 hours per month. Board Recommendation The Board considers that Mr Davis' extensive experience and skill set will add to and compliment the existing skills on the Board. The Board, therefore, unanimously recommends (with Mr Davis abstaining) the election of Mr Davis as a Director. The Board considers Mr Davis to be an independent Director. Item 5 — Re-Election of Robyn Clubb Ms Clubb was appointed to the Board on 21 September 2015 and was most recently elected by Shareholders on 16 December 2021. Ms Clubb will retire by rotation at the AGM in accordance with Rule 8.1.5(b) of the Company's Constitution and will stand for re-election. Robyn Clubb BEc, CA, SF Fin, MAICD Non-Executive Director since September 2015, Ms Clubb is Chair of the Audit, Risk and Compliance Committee (appointed on 11 September 2019) and a member of the Safety and Sustainability Committee, the Remuneration, People and Culture Committee and the Nomination and Prudential Committee. Ms Clubb is an experienced Non-Executive Director, a Chartered Accountant and Senior Fellow of the Finance and Securities Institute of Australia. She has over 20 years' experience as a senior executive in the financial services industry, working for organisations including AMP Limited and Citibank Limited. The Board considers Ms Clubb to be an independent Director. Ms Clubb is currently Chair of ProTen Limited (Director since Apr 2019) and a NonExecutive Director of Australia Post (since Sep 2022). She was previously a Director of Essential Energy (Apr 2018 - Mar 2024) and Craig Mostyn Holdings Pty Ltd (Feb 2017 - Dec 2022). Ms Clubb was also Chair of the Australian Wool Exchange (Aug 2016 Nov 2022) and of FCFA Management Leasing Limited (Director Aug 2021 - Feb 2023). The Board considers, in accordance with generally accepted remuneration practices in Australia, that an equity-based LongTerm Incentive is integral to linking the Managing Director and CEO’s remuneration with long-term value for Shareholders. The Board continually reviews the design of the remuneration framework to ensure it: • meets its objectives in supporting the overall business strategy • is aligned with shareholder interests • is competitive and reflects market practice • is simple for both participants and Shareholders to understand Ms Clubb has extensive experience in the agricultural industry, including previous appointments as a council member of the Royal Agricultural Society of New South Wales and of the Rice Marketing Board of New South Wales. In addition to her deep understanding of the industry, and senior executive and nonexecutive experience, Ms Clubb brings to the Board expertise in Board leadership, accounting and financial reporting, safety, and risk management. Mr Clubb is a resident of New South Wales. Ms Clubb has confirmed to the Company that she has sufficient time to continue to fulfil her responsibilities as a Director of Elders. She has estimated her other commitments require approximately 90 hours per month. Board Recommendation In light of her skills, experience and proven contribution to Elders, the Board unanimously recommends (with Ms Clubb abstaining) re-election of Ms Clubb as a Director. Item 6 — Managing Director’s Long-Term Incentive Since 2021, shares have been purchased on market to be allocated to participants upon the vesting of performance rights. Prior to this, shares were issued to satisfy the vesting outcomes. Nonetheless, shares to satisfy the vesting outcomes under Elders' Long-Term Incentive Plan (Plan) may either be purchased on market or issued. Shareholder approval is being sought for the proposed grant of performance rights to Mr Allison, pursuant to the Plan, on the terms set out below and in accordance with ASX Listing Rule 10.14. Listing Rule 10.14 provides that a company must not permit a Director to acquire equity securities under an employee incentive scheme without the approval of Shareholders. Shareholder approval is required under Listing Rule 10.14.1 because Mr Allison is a Director of Elders Limited. Terms of proposed grant Maximum number of performance rights The proposed grant is for 190,750 performance rights. The grant represents the LTI component of the CEO’s remuneration package for the financial year ending 30 September 2025. The maximum number of performance rights was calculated using a face value equivalent to the 5 trading day volume weighted average price as at 30 September 2024 ($8.65) rounded down to the nearest 10 performance rights. The performance rights will be granted at no cost to Mr Allison as they form part of his remuneration package, and no amount is payable on vesting of the rights if the performance and service conditions are met. Subject to the satisfaction of the performance and service conditions below, each performance right entitles Mr Allison to one fully paid ordinary share in the Company that carries the same rights as other ordinary shares in the Company. Under the Plan Rules, the Board has discretion to make a cash payment in lieu of an allocation of shares. Performance period Rights attaching to performance rights Date of issue 7 The performance of each tranche against the applicable performance hurdle will be measured over the three-year performance period from 1 October 2024 to 30 September 2027. Performance rights carry no voting or dividend entitlements until they vest into shares. Mr Allison must not sell, transfer, encumber, hedge or otherwise deal with unvested performance rights. If shareholder approval is obtained, the performance rights will be issued to Mr Allison shortly after the AGM and no later than 28 February 2025. 8 2024 Elders Notice of Annual General Meeting Terms of proposed grant Performance conditions The Board has determined that the grants will be divided into two tranches, each of which will comprise 50% of the grant. Tranche 1: 50% of the grant will be subject to Elders’ Total Shareholder Return (TSR) performance relative to the TSR performance of the Comparator Companies. Relative TSR against Comparator Companies The Comparator Group comprises the companies in the S&P/ASX 200 index as at the start of the Performance Period. Any companies that are delisted from the ASX during the Performance Period or suspended from trading at the end of the Performance Period will be removed from the vesting assessment. The Board has absolute discretion over the calculation methodology and may adjust the Comparator Companies to take into account events including, but not limited to, takeovers, mergers or de-mergers that might occur during the performance period. TSR is a measurement of the entire return a Shareholder would obtain over the Performance Period. The measure takes into account changes in the share’s market value, dividends paid and any significant capital actions that occur during the period. The start and end share values are calculated as the Volume Weighted Average Price over 5 trading days, respectively, at the start and end of the Performance Period. The percentage of Mr Allison’s performance rights that will vest under Tranche 1 is set out in the table below: Elders’ TSR percentile rank over the Performance Period Percentage of Tranche 1 Performance Rights that vest Less than 50th percentile 0% At 50th percentile 50% Between 50th and 75th percentile 50-100%, increasing on a pro-rata basis At 75th percentile or above 100% To ensure an objective assessment of the relative TSR comparison, Elders engages an independent organisation to calculate the TSR ranking. Gateway Performance rights under this tranche will only vest in accordance with the above vesting schedule if Elders’ absolute TSR over the Performance Period is greater than or equal to zero. Tranche 2: Earnings per share (EPS) The remaining 50% of the grant will be subject to an EPS hurdle which measures Elders’ compound annual EPS growth rate (EPS CAGR) over the performance period. The EPS vesting schedule is as follows: Target measure: 7.5% EPS CAGR over the performance period Stretch measure: 10% EPS CAGR over the performance period Actual EPS CAGR over the Performance Period Percentage of Tranche 2 Performance Rights that vest Less than Target 0% Target 50% Between Target and Stretch 50-100%, increasing on a pro-rata basis Stretch and above 100% Unless the Board determines otherwise, NPAT used in determining EPS w