Clarity Needed on Shareholder Resolution

Clarity Needed on Shareholder Resolution

Silver Fern Farms Chief Executive Dean Hamilton clarified the process for Silver Fern Farms shareholders following the receipt on Thursday ofproxies that shareholder Allan Richardson stated represent above 5% of the outstanding shares in the Company.

“Once we have had the opportunity to review the proxies, we will be communicating to all shareholders.” Mr Hamilton said.

“The company notes Mr Richardson’s press release contains two misleading statements. First, the content of the proposed special meeting is incorrect in his statement. The resolution proposed by Mr Richardson is:

“That the Silver Fern Farms Limited Board of Directors be required to provide all shareholders with a full analysis of the potential benefits and risks of Silver Fern Farms Limited and Alliance Group Limited merging into one co-operative entity, along with a comprehensive risk mitigation plan, verified by an independent firm.”

“However, in his press release Mr Richardson states; ‘The special meeting will give all shareholders the opportunity to review a full analysis of the options facing Silver Fern Farms’. That is not correct. If called, the meeting will discuss and vote on the resolution as framed.

“The meeting will not have any more information available to it to consider any analysis, risk plan and the like as the subject of the resolution is to decide if shareholders want the Board to undertake any further analysis and then provide that information to shareholders once completed.”

Under Silver Fern Farms’ constitution, if passed, the resolution would not be binding on the Board. Only if the resolution is passed at the meeting and if the Board elects to act on it, would the Board then undertake and provide the further analysis sought, subject to the normal bounds of commercial confidentiality.

“Secondly, Mr Richardson makes the comment that; ‘clearly the board should have first investigated the potential gains of $100m/pa tabled in the MIE report, released in March 2015’. We refute this statement and consider it misleading.”
“The Company has reviewed in detail, and done so a number of times, the costs and benefits of industry consolidation, including those related to a potential merger with Alliance. A merger requires the willing participation of all affected parties. The Company has over time had discussions with various parties concerning merger which have been inconclusive. While the costs and benefits of potential rationalisation opportunities can, and have been estimated, if the opportunities remain unconsummated then the analysis is moot. Whilst the Company was not involved with the MIE report, the Board did of course review it when it became public and found that there was little in the way of new information not previously available to the Board of Silver Fern Farms.”

“We have discussed this topic with our shareholders in many forums including at supplier meetings and at our AGM. We look forward to the opportunity to discuss these matters of interest further with our shareholders.”

ENDS

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