- You may appoint the Chair of the Meeting or a Director as your proxy.

- The following Directors are willing and eligible to act as a proxy: Bruce Irvine, Trevor Burt, Mark O’Connor, Trudi Webb, Lynn Crozier, Robin Oakley, Jay Clarke, Joanna Lim;

- A proxy must be a natural person who is either a Director of the Company (see above) or a Current Producer who holds “A” shares or the representative of a Current Producer appointed under clause 21.24 of the Constitution (i.e. a corporate representative). 

Definition of Current Producer

- Under the Constitution, to be a Current Producer, you need to have transacted the Minimum Business (determined by Board Policy under clause 13.12 of the Constitution). Currently, the Minimum Business Policy criteria are:

- $10,000 in Produce sold to MG and/or supplied to MG and sold on consignment either:

- in any one year in the rolling three-year period before the meeting; or
- on average over the rolling three-year period before the meeting.

- Amount is calculated excluding GST and hire equipment (crates and bins etc).
- Applies to all Produce.
- Period to be a 1 July to 30 June year.

- You may direct your proxy how to vote by selecting one option for each item of business (note that there are only two resolutions to vote on for the 2026 AGM). 

- If the Shareholder has appointed a proxy and then attends the meeting, the Company shall count the vote as the Shareholder has instructed on the proxy form and in respect of any vote for which there are no instructions on the proxy form, the appointed proxy may vote and the Shareholder may not vote.

RESOLUTION - Item 5 of the notice of meeting (Director Remuneration) - To consider and vote on an ordinary resolution that “The directors’ fees payable to all directors taken together as a pool be increased from $784,137 to $809,621 per annum with effect from 1 January 2027 pursuant to clause 27.1(a) of the Company’s constitution”.

Notes
Consistent with good governance practice, the Board periodically commissions an independent review of directors’ fees. In 2025, MG commissioned Strategic Pay Limited, an independent remuneration specialist, to review directors’ fees and recommend an appropriate level of remuneration. Following that review, shareholders approved an aggregate directors’ fee pool of $784,137 at the 2025 AGM. The pool included all fees and daily allowances relating to the Board, the Audit Committee and the Remuneration & Nomination Committee. Full details of the amounts paid to each director are disclosed in the statutory information section of the Annual Report for the relevant financial year. In 2026, rather than commissioning another full independent benchmarking review, the Board considered Strategic Pay Limited’s Directors’ Fees Report. That report contains detailed published market data on current directors’ fees across a range of industry sectors and comparator groups. The information was used to assess an appropriate general movement in directors’ fees for MG for the 2026/27 year. Having considered that report, the Board is seeking shareholder approval to increase the current fee pool by 3.25%, being $25,484, from $784,137 to $809,621. The new pool will include all fees and daily allowances relating to the Board, the Audit Committee and the Remuneration & Nomination Committee. Duties outside the normal duties of a director, if any, will continue to be remunerated by special fees in accordance with the Constitution. The Board seeks shareholder approval for the new fee pool to maintain appropriate market relativity and enable MG to continue to attract and retain directors with the skills and experience required to provide effective governance and direction for the Company.

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RESOLUTION: Item 6 of the notice of meeting (Auditors) - To note the automatic reappointment of the auditors, KPMG, pursuant to section 207T of the Companies Act 1993 and to authorise the Directors to fix the auditors’ remuneration for the ensuing year.