TasFoods Limited (TFL.AX) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the TasFoods Limited Extraordinary General Meeting 2025. I would now like to hand the conference over to Mr. Ben Swain, Chair. Please go ahead.

Thank you. Good morning, ladies and gentlemen, and welcome to the Extraordinary General Meeting of TasFoods Limited, covering the Pyengana Dairy business sale. Thank you for joining us today. My name is Ben Swain. I'm the company's Chairman, and I will chair the meeting. I'm advised that we have complied with the relevant requirements for convening the meeting and that a quorum is present. Therefore, I declare the meeting open. As the meeting is being conducted entirely online, I want to cover some important procedural and technical matters. Details about how shareholders and proxy shareholders, proxy holders can participate have been set out in the Notice of Meeting and online virtual meeting guide, which has been made available to you. Both documents are also available to view and download hopefully at the bottom of your screen. Voting in today's meeting will be conducted by a poll by virtue of the virtual meeting platform. All polls will remain open into the conclusion of today's meeting. As we move through the items of business, I will respond to questions from shareholders. In relation to voting, to register to vote and receive your electronic voting card, select the Get a Voting Card box on your screen and enter your shareholder or proxy holder number and post code or country if outside of Australia. To vote, click on the For, Against or Abstain voting buttons for the relevant items. Once you've completed your card, click on the Submit Vote button. You may edit your voting card as many times as you like during the course of the meeting. As to questions, shareholders and proxy holders can submit questions at any time by selecting the Ask a Question button. You'll have the opportunity to submit a written question or a verbal question by selecting the web phone. Please follow the prompts and refer to the online guide for instructions. I will consider the questions submitted online and by web phone. Out of fairness to everyone present, I ask that you restrict your questions and comments to items of business being considered at this meeting. I reserve the right as Chair to rule questions as not pertaining to the AGM as out of order. Technology. If we experience any technology issues during the meeting, we may need to take a short break. If there is a significant technological issue, and we need to adjourn the meeting to another time or date, please keep an eye on your e-mail inbox and our AGM website for updates and further details. We'll also lodge those details with the ASX. We're obviously hoping that's not necessary. I'd like to start by introducing my potential fellow speakers; Joshua Fletcher, Executive Director and Chief Executive Officer of the company; and Leanne Pritchard, Chief Financial Officer and Company Secretary. The notice convening this meeting was sent to all shareholders on TasFoods register on 13 November 2025 in accordance with the Corporations Act. And unless there's any objection, I'll take the Notice of Meeting as read. For votes and proxies, all valid direct votes and proxies received have been recorded and audited by MUFG Corporate Markets. These will be reported upon separately for each resolution and advised to the ASX later today. Open proxies in favor of the Chairman will be voted in favor of each of resolutions #1 and #2. As to the order of proceedings, the meeting will consider the following matters as indicated on the Notice of Meeting. Firstly, to vote on the approval of sale of Pyengana Dairy business; and secondly, to vote on the share buyback of Melbourne Securities Corporation Limited as trustee for AgFood Opportunities Fund. We'll now move on to the formal business of the meeting. The Notice of Meeting provides details of the resolutions to be put to the meeting. And as I've said, shareholders will have the opportunity to ask questions and comment on each resolution. If you have not submitted your question, we encourage you to do so now. I will read each resolution to the meeting and details of votes received by direct vote and proxy for each resolution should be shown on the screen. I'll then ask for written questions, followed by questions on the phone, after which a poll will be called on each resolution. Resolution #1. The first resolution concerns the approval of sale of the Pyengana Dairy business. To consider and if thought fit, pass the following as a special resolution. I now move that approval be given for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.1 and all other purposes for the company or its Related Bodies Corporate to dispose of the Pyengana Dairy business on the terms and conditions summarized in the explanatory notes. Direct votes and proxies lodged in relation to the resolution are now shown on the screen. Open proxies in favor of the Chair of the meeting will be voted for the resolution. You may now vote using your electronic voting card. Written questions. Are there any written questions on this item of business?

Yes, Chair. We have 2 written questions from Stephen Mayne. First one, if a sale agreement is reached within Nichols Poultry as per this morning's ASX announcement, will it also need shareholder approval at an AGM? Following up on this question, why weren't you able to sell the Dairy operations without shareholder approval? And has there been any material opposition to this proposal on the proxy votes?

So if I can start with the first question, my understanding is, yes, that would require shareholder approval. And the second question, I think, was, has there been opposition to this proposal? Unfortunately, I can't see the votes on the screen, but I believe that shareholders have. And I think that screen, therefore, will answer that question.

Chair, we have another question from Stephen Mayne asking will a copy of the webcast be made available on the company's website for those unable to tune into the webcast?

Good question. I don't know if we had planned to do that or if it would be available on the ASX website. Leanne, do you know the answer to that question?

Yes, we will make that available on the website after the following meeting.

Excellent. Thank you, Stephen. Thank you, Leanne, for the answer. Are there any other written questions on that resolution?

There are no more written questions, Chair.

Thank you. Operator, are there any phone questions on this resolution?

Chair, there are no questions on the phone line on this item.

Thank you. Well, with no further questions, I'll move to the next item of business. Resolution #2. The second resolution concerns the share buyback of Melbourne Securities Corporation Limited as Trustee for AgFood Fund -- AgFood Opportunities Fund to consider and if thought fit, pass the following resolution as a special resolution. And I now move that for the purposes of Section 257D(1)(a) of the Corporations Act and for all other purposes, approval be given for, a, the terms and conditions of the selective buyback, details of which are set out in the explanatory memorandum accompanying this Notice of Meeting; and b, the company conduct a selective buyback of Melbourne Securities Corporation Limited as trustee for AgFood Opportunities Fund shares of up to a maximum number of 49,504,950 TasFoods Limited shares, subject to the terms and conditions of the selective buyback from eligible buyback shareholders as set out in the explanatory memorandum. As before, direct and proxy votes lodged in relation to this resolution are shown on the screen. Also, I hope because as I've said, I can't see it. Open proxies in favor of the Chair of the meeting will be voted for the resolution. You may now vote via your electronic voting card. [Voting]

Written questions now. Are there any written questions on this item of business?

No, Chair. There are no questions on this item.

Thank you. Operator, are there any phone questions on this item of business?

Chair, there are no questions on the phone line for this item.

Thank you. There being no questions that ends the formal part of this meeting. I declare that the poll for all items will be closed in 5 minutes. And I understand that a 5-minute countdown will now be displayed in the virtual meeting screen. The results of the poll will be released to the ASX as soon as possible, which is expected to be this afternoon. Thank you all for your attendance, interest and support of TasFoods, and we look forward to your continuing support in the coming year. That now concludes the meeting.