Good morning, everyone, and welcome to the 38th Annual General Meeting of Ridley Corporation Limited. My name's Mick McMahon. I'm pleased to address this meeting as your Chair. I declare the meeting open and confirm we have a quorum. I'm delighted to be able to extend a warm welcome to our shareholders today, and thank you for joining us, either in person here in the room or via our webcast. For our AGM, it has been a significant year for your company with the acquisition of Incitec Pivot Fertilisers, Australia's leading fertiliser distribution business, to add to our market leading position in stock feeds and ingredients. For those of you here in the room, in the event of an emergency, please follow the emergency exit signs and the instructions of the venue staff.
In addition to being webcast, this meeting is being recorded for the purposes of taking minutes, and for those in the room, we ask that you ensure any devices are on silent or turned off. I'd like to take the opportunity to introduce our board to you: Managing Director Quinton Hildebrand, Ruth Jones, Melanie Lang, Julie Raffe, who is presenting for re-election today, and Daniel Masters. I'd also welcome Richard Betts, our CFO, and Company Secretary Kirsty Clarke. The minutes of the last Annual General Meeting held on 19th of November 2024 have been signed by myself as Chair of that meeting. Our Company Secretary has a copy of the minutes available for inspection by any member. Copies of the notice of meeting have been made available to all members and can be found in the Investor section of the company website.
Moving off on some procedural matters, we will begin the meeting with a short presentation and then go to the formal proceedings. This year will comprise of nine items to be decided by poll in accordance with Ridley's Constitution. The results of the poll will be released shortly after the meeting on the ASX Announcements platform and on the Ridley website. For virtual meeting participants, voting on the resolutions is now open, and you can vote at any time until I declare the voting closed. You can also change your vote at any time throughout the proceedings. I'll give you a clear prompt later in the meeting to warn you of the close. For those attending virtually, if you are eligible to vote, once voting opens, press the vote icon, and all resolutions will be activated with voting options.
To cast your vote, simply select one of the options for each resolution. There is no need to hit a submit or enter button, and the vote is automatically declared. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. Please note that only shareholders, proxy holders, or authorized shareholder representatives may vote. Any directed proxies given to you by a shareholder will automatically be cast as directed when the poll is closed. For those joining us in person, you will have been issued with voting cards on registration. When the poll is closed, our share registrar, Computershare, will collect your voting cards. After introducing each item, I will take questions from those in the room first, then from those participating online.
For those in the room, please first raise your red or yellow shareholder admission card so I can see you, and please say your name when asking the question. Online attendees can submit questions at any time. To ask a question, select the Q&A icon and the topic the question relates to, then type your question into the text box. Once you're finished typing, please hit the send button. While you can submit questions from now on, I won't address them until the relevant time in the meeting. Your questions may be moderated or if we receive multiple questions on one topic, they're now gathered together. We will also address any questions received prior to this meeting at the relevant item of business or general questions prior to the close of the meeting. Online attendees can ask a verbal question by following the instructions written below the broadcast.
If you have any difficulties voting or submitting questions, please refer to the user guide located on the right-hand side of the webcast screen or refer to instructions in the item of the meeting. In the event we experience technical difficulties during the meeting, we will assess next steps and update you via a posted message on the webcast. In the unlikely event of a complete failure of technology, our share registrar, Computershare, will contact shareholders via email if you've provided one to advise of any adjournment. We may also provide an update on the ASX. For the formalities of the meeting, each resolution and the valid proxy details in respect of that resolution will appear on the screen.
As Chairman, I intend to vote any proxies in my favor in support of all motions put, including any undirected proxies in relation to items two or five and six with related remuneration issues. I will now hand over to our CEO and MD, Mr. Quinton Hildebrand, to provide a brief business update. Thank you, Quinton.
Thank you, Mick, and good morning, everyone. Thanks for your attendance today. We really do appreciate your support. I intend to use the address today to frame up Ridley's opportunity to make a meaningful contribution to the success of Australian agriculture while providing a business update and outlook. The Australian agricultural sector has grown strongly in recent years, demonstrating resilience and growth through commodity cycles and political upheavals. According to ABARES, the gross value of production is expected to exceed $100 billion again in FY 2026. This is primarily driven by cropping and livestock sectors. Ridley now participates in both. There is demand for high-quality Australian exports. However, we need to maintain our relative competitiveness to secure our place in global markets. To exploit this opportunity, the Australian agricultural sector needs efficient and scalable supply chains.
Ridley's success has been built on applying our technical expertise and operational scale to deliver a competitive offering to our customers so that they can expand their production. It is this approach that we intend to bring to the newly acquired Incitec Pivot Fertilisers. By leveraging Ridley's platform in partnership with suppliers and customers, we're leading together from fertiliser to feed. Today, Ridley has three growth pillars: Bulk Stockfeeds, Packaged Feeds and Ingredients, and fertiliser. Each is a market leader in its sector with respected brands, privileged assets, and technical competency. In order to be responsive to the needs of our customers, we'll operate each one of these as a separate business unit, and they'll be supported centrally by effective shared service teams, instilling a culture of performance and commerciality. The expectation is that each of these business units has their own growth agenda.
The Bulk Stockfeeds business is steadily growing by winning customers and expanding capacity and adding concentrates to the pellets, mash, and bale blends in our current product range. Ridley Direct is servicing customers that were previously outside of our supply footprint. This momentum is expected to continue as further debottlenecking and expansion opportunities are being considered. The Packaged Feeds and Ingredients business is the leading animal feed supplier in the rural retail sector and is broadening this offering as a house brand supplier in pet speciality and grocery. Our extrusion operation is completing the transition to being a pure-play pet food producer, and I'm pleased to report that by the end of FY 2026, we will have successfully secured pet food contracts to bring this operation back to high utilisation. The Ingredients business has secured additional volumes to achieve high asset utilisation for our existing rendering facilities.
We are currently commissioning the Greenfield OMP facility in Timaru, New Zealand, to support new market opportunities. Further expansion opportunities will be considered to support the growth aspirations of the packaged and ingredients businesses. Our new growth pillar, the fertiliser business, only commenced seven weeks ago with the acquisition of Incitec Pivot Fertilisers. This business is the market leader in its sector with the benefit of a strong brand, well-located port and distribution assets, and technical competence. It is off this solid foundation that we see the opportunity to streamline operations and enhance customer service. We're midway through conducting a thorough review of the Incitec Pivot Fertilisers business and have a dedicated project management office to accelerate this process. This involves the transition of the business from a manufacturing business into a distribution-only business and the migration onto Ridley Systems, which we are calling integration.
Within these changes, we have the opportunity to drive efficiency and greater customer orientation. The combination of these three agricultural businesses, each with different commodity cycles, biosecurity exposures, and weather responses, will create a diversified corporate portfolio with enhanced resilience. We intend to continue managing the business within our capital allocation framework to ensure the sustainability of our assets, strong balance sheet, the ability to participate in attractive growth opportunities, and ultimately deliver shareholder returns in the top quarter of the market. As we are still working through the review of the fertiliser business and developing the three-year plan, we've chosen to delay the presentation of the Ridley FY 2026 to FY 20 28 growth plan. We now expect that this will take the form of an investor day and site visits sometime after the reporting of our first half results.
We'll schedule this in due course to facilitate your planning to attend this event. I would now like to provide you with a business update and outlook, but before I do, as this is the annual general meeting following the FY 2025 financial year, it's appropriate that I summarise our financial performance for FY 2025, just for the record. The FY25 EBITDA from continuing operations was $97.8 million, up 8.6% on FY 2024, reflecting growth across both segments. The Bulk Stockfeeds segment grew 8% year on year off the back of market share gains and the benefits of dry season feeding in the ruminant sector, along with a return to growth in the monogastric sector with the genetic issues in the broiler industry resolved.
The Packaged Feeds and Ingredients segment increased earnings by 5% year on year, associated with the inclusion of a full year of OMP operations, offsetting the lower market prices for tallows and rendered protein meals. Our packaged products business benefited from the higher supplement sales in the drier conditions and increased contract packing volumes in extruded pet food. As a result of our underlying performance, the board declared a progressive dividend of $ 0.0975 per share.
Strategically, a number of key initiatives came to fruition in FY 2525: a significant reset of the organisational structure to support the next phase of our growth, the sale of the Worsley's Feed Mill in South Australia, the acquisition of the Carrick Feed Mill in Tasmania, the commencement of the construction of a leased OMP facility in Timaru, New Zealand, the contracting of new pet food customers for the extrusion facility, and the announcement of the acquisition of the Incitec Pivot Fertilisers distribution business. We completed the FY 2025 year with an underlying net debt to EBITDA ratio of 0.6 times. In acquiring Incitec Pivot Fertilisers, the board sought to maintain a strong balance sheet while offering shareholders participation in $ 125 million equity rights, resulting in a projected net debt to EBITDA ratio of 1.4 times, well within our capital allocation framework of one to two times.
I'll now provide an update on our year-to-date trading performance. In the past four months, the Bulk Stockfeeds segment has grown earnings, more than offsetting the impact of the Worsley's Feed Mill sale. This has been through continued supplementary feeding of beef and sheep, broiler and layer volumes returning to historical growth rates, and ongoing contributions from Ridley Direct. In the Packaged Feeds and Ingredients segment, ingredient recovery has endured margin pressure from continuing low protein meal prices and short-term supply constraints impacting OMP ovine raw supply, linked to industry slaughter rates being lower, as evidenced by the graph. Incitec Pivot Fertilisers is contributing in line with expectations, following a strong first month of trading in a low seasonal demand period. Moving now to our outlook.
In FY 2026, Ridley expects continued earnings growth from its diversified portfolio driven by, firstly, modest growth in its underlying business despite first-half headwinds in ingredient recovery, and secondly, the investment case earnings for the fertiliser segment in the seasonal period October to June. Ridley intends to continue its existing capital allocation framework, targeting a 50% to 70% dividend payout ratio. I'd just like to make a few acknowledgements in closing. The last 12 months has been an extremely busy and productive period for Ridley, and I want to thank the Chair and the Board for their significant commitment to the company during this period and for their collective wisdom in navigating our strategic agenda. To the leadership team, thank you for stepping up to the challenge of our growth agenda and for your professionalism and drive for performance.
As this will be Richard Betts' last AGM as CFO, as he will be retiring before the next AGM, I want to make special mention of Richard and acknowledge the contribution he's made to the company over the past five years. I also want to thank all our employees for their commitment to Ridley and the execution day in, day out for our customers. Thank you to our customers for trusting Ridley with your business and to our suppliers for their continued support. Finally, to our shareholders, thank you for supporting the equity raise and for enabling the growth of our business. Please be assured that we are highly focused on meeting your expectations. Thank you.
Thanks, Quinton. We'll now move to the formal business of the meeting.
The first item of business is the consideration of Ridley's financial report from year-ended, 30th June, 2025, which are available on our website. There's no requirement for shareholders to vote on, approve, or adopt these reports. However, shareholders may ask questions regarding the financial statements of the company. The company's auditors are present to answer any questions relating to the conduct of the audit. We invite shareholders to ask any questions regarding this item of business. Kirsty will advise if we have any questions. Any online questions?
We do have one that's just coming through.
Are there any questions from shareholders in the room while that one's coming through?
Yes, sir. Edmund Carruth, could I please ask, what's the possible future options for the North Shore Geelong property?
Yes. We're probably working through that at the moment. Quinton, do you want to comment on that?
Thanks for your question, Edmund. We're only seven weeks in since the acquisition, and our analysis has been on defining the ongoing operational requirements. As you may know, Incitec Pivot has a lease for another facility in Geelong, Oyster Cove, and we're seeing to the degree to which the North Shore and Oyster Cove operations are required and how else we could more efficiently operate that business. We do not expect to take ownership of North Shore for a few years, given that Dyno Nobel is obligated to remediate the industrial manufacturing part of that site. We're just doing preliminary work to assess its long-term requirement and thereafter whether we need that facility or not.
In addition to that, Quinton has said we've got some years to work through that, and we would expect to work with all stakeholders, including local councils and governments, as to the future use of that site if it's not to be used by us.
Just one more question. Will the announced possible closure of Phosphate Hill in Queensland by Dyno Nobel have any adverse effect on Ridley's distribution business for fertiliser?
As we disclosed at the time of announcing the acquisition of Incitec Pivot Fertilisers on the 12th of May, in our equity raising documentation, we foreshadowed that the contribution to the fertiliser distribution business from having access to the Phosphate Hill production was about $8 million per annum. If the Phosphate Hill facility was to shut, we would have an impact of $8 million per annum.
Our modelling at this point and the basis on which we went to the market for an equity raise was that we were assuming that we only had access to Phosphate Hill until September 2026, which is the minimum period.
Thank you. Kirsty?
We do have a question online from Harry Albert, a volunteer for the Australian Shareholders Association, holding proxies for shareholders, currently one million shares. The question is, in your recent capital raising, may I ask if you feel that retail shareholders were treated equally to the large institutional investors?
Yes, I do believe that retail shareholders were treated equally with the large shareholder investors. That was an important part of the way we wanted to structure the capital raise.
Obviously, it's a complicated process, complying with various rules, regulations, and all the things you would expect, but we certainly did our best to make sure that retail shareholders could participate, and many of them did.
We have no more questions on the financial statements.
No more questions in the room. We move on. Thank you. Moving to item two, the remuneration report. I ask members to consider and adopt the REM report as set out on pages 22 to 34 of the 2025 Ridley Annual Report. The Corporations Act requires the remuneration report to be put to the vote. Please note that the vote on this item is advisory only and does not bind the directors or the company. The REM report sets out the policy for the remuneration of the directors, the CEO, and other designated senior executives and details how their remuneration is structured.
It also contains remuneration details for the directors and senior executives themselves for the year ended 30th June, 2025. Noting that each director has a personal interest in their own remuneration from the company, as set out in the report, the directors recommend that shareholders vote in favor of adopting the remuneration report. No votes may be cast on this resolution by key management personnel, details of whose remuneration are included in the report, and their closely related parties. As Chair, I will be voting as proxy only and only where I'm entitled to do so. The resolution and a summary of the proxies are displayed on the screen. Are there any shareholders in the room who would like to ask a question or make a comment on the remuneration report? Kirsty, are there any questions online?
We have one question online from the Australian Shareholders Association.
Could the Chair and the Board outline any recommendations which you have actioned in the past year to strengthen your company's internal structures, internal control structures, and reporting?
Thank you. I think Ridley is pretty well placed to start with, with the control structures and reporting in general, including around remuneration. I'd probably say that the challenge in the normal course of business now for us will be to ensure that as we integrate Incitec Pivot Fertilisers, that we wrap that same discipline, structure, and systems around that new business division for us. Would we want to comment on anything else we've done? I think we're pretty well placed. I don't think there's anything further going there.
There's no further questions on the REM report.
Thank you. Moving to item three, the re-election of a director, in this case, Julie Raffe.
Julie was appointed to the board in September 2022. Julie has held significant executive and non-executive positions across multiple sectors over the last 40 years of her professional career. Julie is currently a non-executive director of Latitude Group Holdings Limited, deputy chair and treasurer of Entertainment Assist, and sits on the advisory committee for Maestro Tell. Prior to Julie's current role, she held the position of finance director and company secretary for Village Roadshow Limited. The resolution and a summary of the proxies are displayed on the screen. Are there any questions on this item from shareholders in the room?
No questions.
Thank you. We'll move on then to item four, the issue of performance rights to Quinton as CEO and managing director. Ridley Corporation Limited long-term incentive plan is part of the company's REM policy of providing long-term incentives and rewards linked to shareholder returns.
ASX Listing Rule 10.14 requires shareholder approval for the issue of new securities to a director under an employee incentive scheme. Quinton is a director of the company. Subject to the receipt of shareholder approval under this resolution, the board has resolved to offer the Managing Director 498,459 performance rights. These rights will convert into fully paid ordinary shares, subject to the achievement of all relevant performance criteria over a three-year period from 1 July, 2025 to 30th June, 2028. A detailed summary of the terms and conditions of the proposed offer is provided in the notice of meeting. The resolution and a summary of the proxies are displayed on the screen. Are there any questions on this item from shareholders in the room? Kirsty online?
No questions online there.
Okay. Thank you. We'll move on to item five.
The special performance rights for issue under Ridley Special Purpose Retention Incentive Plan for the company's CEO and Managing Director, Quinton Hildebrand, is a component of the special retention arrangement announced in February 2025. The special arrangement facilitates three-year retention incentives for the Managing Director, which was reviewed and recommended by the Remuneration, Nomination, and People Committee and approved. The ASX Listing Rule 10.14 requires shareholder approval for the issue of equity and securities to certain persons, including the Managing Director, and Quinton is the Managing Director of the company. Subject to the receipt of shareholder approval under this resolution, the board has resolved to offer the Managing Director one million special purpose rights. These rights will convert into fully paid ordinary Ridley shares, subject to the achievement of all relevant performance criteria over a three-year period from 1 July, 2025 to 30th June, 2028.
The resolution and a summary of the proxies are displayed on the screen. Any questions on this item from shareholders in the room? Excuse me. Is there anything online?
No questions on item five.
Thank you. We'll move to item six. The stretch performance criteria rights grant is offered under the Ridley Corporation Limited long-term incentive plan. It's linked to the company's remuneration policy of incentivising outperformance for key executives with the ability to influence significant growth outcomes for the business. ASX Listing Rule 10.14 requires shareholder approval for the issue of equity securities to certain persons, including the managing director, and Quinton is the managing director. Subject to the receipt of shareholder approval under this resolution, the board has resolved to offer the managing director 293,211 stretch performance rights.
These rights will convert into fully paid ordinary Ridley shares, subject to the achievement of all relevant performance criteria over a three-year period from 1 July, 2025 to 30th June, 2028. The resolution and a summary of the proxies are displayed on the screen. Are there any questions from shareholders in the room? No? Are there any questions from shareholders online?
No questions on item six.
Okay. Thank you. The next three resolutions relate to Ridley's acquisition of the Incitec Pivot Fertilisers distribution business earlier this year. On 13th May, 2025, the company announced a placement where it placed 16,509,434 fully paid ordinary shares at an issue price of $2.12 per share to sophisticated and professional investors.
The placement was conducted within Ridley's existing ASX Listing Rule 7.1 placement capacity, resulting in a capital raise of approximately $35 million to assist in the acquisition of Dyno Nobel's Incitec Pivot Fertilisers distribution business. ASX Listing Rule 7.4 requires shareholder approval to renew the company's capacity to issue up to 15% of the securities of the company on issue in a 12-month period under ASX Listing Rule 7.1. Subject to the receipt of shareholder ratification and approval under this resolution, the placement will be confirmed and issued. The resolution and a summary of proxies are displayed on the screen. Any questions on this item from shareholders in the room? Thank you. Kirsty online?
No questions online.
Thank you. Moving to item eight.
On 12th May, 2025, the company entered into a share purchase agreement and subsequently, on 1st October, 2025, entered into the vendor note agreement, both with Dyno Nobel as part of the Incitec Pivot Fertilisers distribution business acquisition. Under the vendor note agreement, the parties agreed that Dyno Nobel would subscribe for two vendor notes, each with a face value of $25 million, in consideration for Ridley's acquisition of the Incitec Pivot business. ASX Listing Rule 7.4 requires shareholder approval to renew the company's capacity to issue up to 15% of the securities of the company on issue in a 12-month period under ASX Listing Rule 7.1. Subject to the receipt of shareholder ratification and approval under this resolution, the company's directors will have authority to issue the vendor notes without using the company's 15% capacity under ASX Listing Rule 7.1.
The resolution and a summary of the proxies are displayed on the screen. Any questions from shareholders in the room?
No questions.
Thank you. Moving on to item nine. When Ridley acquired Incitec Pivot Fertilisers distribution business, a portion of the purchase price was funded by the company drawing down on its debt facility provided under a facility agreement dated 23rd September, 2025 between each of ASX, Westpac, and Ridley, with each wholly owned subsidiary of Ridley as guarantor. Incitec Pivot Fertilisers and its subsidiaries, which were acquired by Ridley, are now required to accede to and become obligors to the facility agreement to support funding available under the facility.
Under the Corporations Act, companies such as Incitec Pivot Fertilisers and its subsidiaries may financially assist a person such as Ridley to acquire their own shares only if giving the financial assistance does not materially prejudice the interests of the company or its shareholders or the company's ability to pay its creditors, and the assistance is approved by shareholders by special resolution, including a special resolution of shareholders by the ultimate holding company where that company is listed. The special resolution must be passed by at least 75% of the total votes cast by shareholders entitled to vote on this resolution. Subject to shareholder approval of this resolution, financial assistance is or will be given to each of the Incitec Pivot Fertilisers entities as part of the facility agreement. The resolution and a summary of the proxies are displayed on the screen. Any questions on this item from the board?
Any questions online?
No questions online.
Thank you. Okay. Let's move through the items of business. I'd like to advise that the voting on all resolutions will close in approximately one minute. Please fill in and sign your voting card and submit votes online to ensure your vote is counted. Computershare representatives will start collecting voting cards physically in the room from you after the voting has closed. The voting results for all of today's resolutions will be released to the ASX. They are also made available on the Ridley website after the conclusion of the meeting. I now declare the physical and online voting closed. Please provide your signed voting cards to the Computershare representatives in the room. The business of the meeting is completed, and I declare the meeting closed.
However, we would like to provide an opportunity for you to ask any general questions that you would like. We'll now take questions from the first floor in the room. Any general questions? Sorry, I didn't see behind. Yes. Has
Quinton found in recent times that the distribution of copper, dog products, etc., has increased in peri-urban areas, and how is market acceptance of the product?
Thanks for that question. We have expanded the copper range. Typically, it's been a working dog range, and in the last 12 months, we have added a few more SKUs to that range. That is predominantly being marketed in the rural retail distribution market, and that remains our primary marketplace. We are not having a lot of the copper range marketed in the urban regions.
Any other questions in the room? Yes.
Can you just give me a rundown on what the situation is with the Novac.
Novac.
Yeah.
Yeah. Go ahead and give an update there.
As we've advised in recent times, we're adopting a pretty conservative investment strategy with Novac Pro, and we're just steadily progressing it for commercialisation. A couple of years ago, we pivoted from producing an ingredient that we put into the prawn feed to what we're now calling a booster, which is a standalone supplement that gets added to nursery feed in prawn larvae nurseries. It is a higher value, lower volume, higher value product, and we think that's going to be better suited for the global market. In the last 12 months, we've gained market access into India, Thailand, and Indonesia, and we've commenced making some modest sales in those markets and are getting the results that we would like to have.
That's showing some promise. However, it's a long journey to commercialize a product in overseas markets, and it's a bit early to say whether Novac Pro will fulfill our aspirations, but at this stage, we're comfortable with the progress made.
Thank you. Other questions in the room? Online?
No questions online.
Okay. Sorry.
I'll ask another question. The emphasis to expand and be an all-purpose agricultural company interests me. How do you communicate with the farmers and the agricultural people in Australia to generate that goal?
Perhaps I'll just frame that up and then hand it to Quinton. Our primary objective is to look after our customers and deliver the products, and we're quite proud and focused on remaining the number one in the segments in which we operate. There are opportunities to expand. We won't be expanding for the sake of it.
I hope you've seen the discipline that's been applied, for instance, around the fertiliser acquisition. It's taken some four and a half years from initial engagement one way or another through to completion of Incitec Pivot Fertilisers. It's not often you get to acquire the number one player in a segment like fertiliser, and as important as that is to agriculture, we would only do it for the right price and assets. We'll be in the reporting, and we'll focus on that over the next few years. I would say that, and I'm a farmer myself in my spare time, that that acquisition has been really well received in rural Australia, and I think it's really helped to cement Ridley's leadership position in agriculture in this country.
However, while there are further opportunities to expand, we would be applying the same financial discipline to anything that we do in the future. Quinton, do you want to add to that?
Just specifically to the customer, the different businesses that we operate have different channels to market. In some cases, we deliver direct to the farmer or to the corporate operation that's undertaking farming, and in some cases, we use the rural retail distribution network. I think the way we intend to operate the businesses, as I said in the address today, is as individual business units so that we can be responsive to the needs of the customer. The executive who's responsible for servicing those customers has the levers through our supply chain to meet the customer requirements as we see the customer as paramount importance for our business.
I think we've got a good track record within Ridley of executing on that. What I've experienced, having been through a large number of the Incitec Pivot operations, is that we have good competency in the regions engaging with the customers. We just look to double down on that and make sure that we support them as they service the customer because that's the health of our business.
Any other questions in the room? Come online. Okay. We'll finish up there. Thank you, everyone, for your participation today. We'll now close the Ridley 2025, and thank you.