Rural Funds Group ($RFF)

Thank you for standing by, and welcome to the Rural Funds Group Notice of Meetings webinar March 2026. I would now like to hand the conference over to Mr. James Powell, Investor Relations Manager. Please go ahead.

Good morning, ladies and gentlemen, and thank you for joining today's brief presentation, which will provide an overview of the Rural Funds Group unitholder meetings to be held on the 2nd of April, which have been convened to seek approval for 4 resolutions, mainly relating to the guarantee provided to J&F Australia Proprietary Limited. Also in attendance for this webinar is Tim Sheridan, RFM Chief Operating Officer; Daniel Yap, Chief Financial Officer; and Craig Hall, Investor Services and Communications Manager. [Operator Instructions]. Firstly, just by way of summary, the majority of the resolutions at the upcoming meeting relate to the J&F Guarantee, which is fairly well-trodden ground now for RFF long-term investors with 3 prior meetings to approve the guarantee and increases having occurred to date. The guarantee itself is a security arrangement, which supports the cattle finance facility for RFF lessee, JBS, and has been in place since 2018. As shown in the chart on the top left of this page, as a result of growth in JBS' business since the establishment of the facility, increases have been previously approved by unitholders in 2020 and 2022. Unitholders will be asked to vote on 2 additional increases, which are also shown in that chart. The second being contingent on asset sales, which maintains RFF's pro forma LVR. And importantly, increases to the J&F guarantee are accretive to RFF, providing up to an additional $0.01 per unit of adjusted funds from operations or AFFO on a full year basis, assuming full utilization, and we'll have some more detailed calculations later in this presentation. The Notice of Meeting and explanatory memorandum, which has been sent to investors, includes an independent expert report, which concludes that the guarantee is fair and reasonable. And those documents were made available to our unitholders on the 2nd of March with proxy voting closing on the 31st of March prior to the meetings being held on the 2nd of April. Craig Hall will take us through how to complete your vote or attend the meeting later in this presentation. Now to provide some additional background on the JBS transactions. In August 2018, RFF raised equity to acquire 5 feedlots from JBS Australia for approximately $53 million. And the location and carrying capacity of those feedlots is set out on the map on this page, JBS leased the feedlots from the Rural Funds Group. The transactions with JBS also included a $75 million guarantee for a cattle supply facility for JBS cattle. This arrangement was approved by unitholders in August 2018 with 99.8% of those participating in the voting in favor. Subsequent increases to the guarantee, which I showed on the prior slide, were approved in April 2020 and February 2022, and those votes had similar levels of support from the RFF unitholders. As illustrated in the diagram on the right-hand side of this page, the guarantee is provided to a subsidiary of RFM called J&F Australia. The guarantee allows J&F to provide the cattle supply facility using bank funding. The arrangement has been structured in this way so that RFF continues to earn passive income from the guarantee, which is consistent with its REIT categorization. JBS have requested an increase to the livestock supply facility due to, again, ongoing increases in their operational requirements. And this includes the extension of the arrangement to fund lambs, albeit initially expected to be less than 5% of the overall facility. Both banks who provide the existing debt facility have agreed to the increase that is of their funding on the basis that the guarantee increases proportionately. And therefore, the resolutions before unitholders seek approval to increase the guarantee, firstly, by $28 million, as this amount is expected to be required by JBS immediately. A second resolution seeks pre-approval for an additional $40 million increase to the facility, and this is conditional on asset sales of $80 million. And this resolution has been designed to provide some flexibility in the facility for additional capacity required by JBS. But as noted, it's contingent on asset sales, which provides surety to our investors that RFF's pro forma LVR will not be impacted. And again, we can step through some calculations in subsequent slides. As the facility currently expires in August 2028, we are also seeking approval now from our investors to extend the arrangements for up to 10 years, assuming no material changes to terms. And finally, we're also taking the opportunity as part of the meetings to approve changes to the constitutions of Rural Funds Trust and RF Active, and that is to allow for the attribution of income over a distribution period in certain circumstances. Consistent with many of RFF's other lease arrangements, the guarantee is supported by a high-quality counterpart. JBS Australia and the international parent, JBS N.V., are significant meat processors domestically and globally. Other metrics demonstrating their scale are included in the table on the right-hand side of this slide, and that includes their global employee base of 280,000 and market capitalization of approximately USD 17 billion. Counterpart performance is guaranteed by Baybrick Proprietary Limited, an Australian entity with $3.5 billion of net assets and a subsidiary of JBS. While RFF does not have exposure to the production and market risk typical of an operating business through the guarantee structure, there is limited exposure to the risk of livestock mortalities. However, JBS bears the responsibility for mortalities up to a certain threshold and then RFM further mitigates the risk through holding insurance on mortality for RFF-owned feedlots. Finally, it should be noted that if the guarantee were ever called upon that it has a distinct limit. Importantly, however, in compensation for the guarantee RFF provides to J&F, RFF is paid a generous return. The table on the top left of this page shows the return for the guarantee during the half year '26, which was 10.7% on an annualized basis. The second table shows that the increases to the guarantee will be AFFO accretive on a pro forma basis, generating $0.005 per unit for the first $28 million increase and an additional $0.005 for the second $40 million increase, assuming full utilization over a full year. And again, we would encourage our unitholders to refer to the full documentation for the assumptions that are underpinning those calculations. As I've already noted, the second resolution really provides flexibility in the facility for additional capacity if it's required by JBS, but is contingent on asset sales, so providing comfort to investors that RFF's pro forma LVR will not be impacted, but we also note in this table that increases to the guarantee do not increase gearing. I'll now hand over to Craig Hall, RFM's Investor Services Manager, to provide details of the meeting and how to vote prior.

Thanks, James, and good morning, unitholders. RFM has arranged for unitholders to efficiently cast votes online prior to the meetings with a simple 4-step process. The details, including the web address, are shown on the left-hand side of the current slide. Unitholders can also vote electronically by scanning the QR code located on the proxy form that was sent to unitholders on the 2nd of March, where you'll be guided through the process. The proxy forms include additional methods of submitting your vote, including by fax, by e-mail, in person, or by post. Importantly, for votes to count, lodgment and receipt by any means, including by post, must be received no later than 11:00 a.m. Australian Eastern Daylight Saving Time on Tuesday, 31st of March 2026. The meetings will be held at RFM's head office in Canberra on Thursday, 2nd of April, at 11:00 a.m. If unitholders intend to attend the meetings in person, register your attendance by e-mailing [email protected] or call 1800-026-665. I'll now hand back to James to take you through the conclusion.

Thank you, Craig. We'll shortly conclude the presentation, but just a reminder to all of our participants on the line. If you would like to ask a question for any of the presenters here today, which includes both our COO and CFO, there should be a blue hand button on the top right corner of your screen. If you click on that, a box will appear and you can type your question into that box and we will receive it. So we will open the lines up via that method for questions shortly. So in conclusion, the meetings will be held on the 2nd of April, and they seek unitholder approval for the resolutions just discussed. The establishment and subsequent increases to the guarantee have been well supported by unitholders in the past, representing a good investment with a high-quality counterpart. The guarantee supports RFF REIT structure and provides an attractive cash return to the group. The explanatory memorandum contains important additional information, and we do strongly encourage you to read the document. Included in that document is an assessment by an independent expert, which in summary concludes that the additional guarantee and term extension is fair and reasonable to the nonassociated unitholders. With that, I'll conclude the formal part of this morning's presentation, but again remind the investors that they may submit a question by clicking the blue hand button and typing into the dialog box. And we'll just pause for a moment to allow those questions -- sufficient time for you to type in any questions you may have. So please bear with us one moment, and we will be back with you very shortly.

Thanks, everyone. It's Tim Sheridan speaking. We've got a couple of questions coming through. So the first question, is JBS a Brazilian company? Yes, they are. So JBS was founded and owned predominantly by Brazilian people. It now, however, is listed on the New York Stock Exchange, and it has substantial operations around the world. So substantial beef and poultry assets in the U.S. as well as in Australia, where they're one of the largest beef processors in Australia. I've got another question here about the growth of the facility and as to why it's occurring. Is it the U.S. cattle market that's driving that? Yes, partly. So globally, beef prices have increased substantially due to quite a small U.S. cattle herd at present. That's driving the price of Australian beef. Consequently, cattle that go into the feedlot are costing more. And as a consequence, JBS is seeking more money to fund those cattle. We're also seeing in the Australian cattle industry an increase in the days on feed of cattle in the feedlot. So they're being grown out to a larger weight. That is meaning that the cattle are costing more when they come out the other end because they are bigger animals. We've got another question about climate change and the impact of disease that's likely to affect the cattle industry. Yes. I mean, Australia has got very good biosecurity measures in place to sort of eliminate the impact of any disease. We've seen that with recent lumpy skin outbreaks in other countries near Australia. They haven't got to Australia. When cattle are in a feedlot, they are controlled and that in order to manage disease, it's a lot easier than if they were out in paddocks grazing. We do have levels of insurance. JBS is responsible for levels of mortality also. So we see that the impact of disease outbreak is quite low.

Thank you, Tim. And as we don't have any further questions coming in from our investors, so we'd like to thank you for joining us today online. A copy of this webinar will be made -- or recording rather of this webinar will be made available on our website. If you do have any questions subsequent to the webinar that come to mind, then please don't hesitate to contact the RFM Investor Services team via the usual methods on our website. We do have one more question, which has just come through. So we'll just sort of read that if you bear with us again just one moment.

There's a questions come through about the lease extension which we're seeking approval for should we need it. We haven't completed those negotiations as to what a lease extension would look like or a facility extension would look like. But if we were to extend it, we would only do so on very similar terms. So we will commence discussions with JBS over the coming months as to an extension, but we haven't finished those negotiations yet. And I think that is all the questions.

Thank you again, everyone, for attending, and please don't hesitate to contact us via our Investor Services team if required. Thank you, and good morning.