Melissa De Bortoli Acquires 2,873 B Class Share Rights via Ricegrowers Limited Fee Sacrifice Plan

Details of Melissa De Bortoli’s Acquisition of B Class Share Rights

On 26 June 2026, Ricegrowers Limited Non-executive Director Melissa Helen De Bortoli acquired 2,873 B Class Share Rights through the company’s Non-executive Directors' Fee Sacrifice B Class Share Acquisition Plan. This plan allows Non-executive Directors to elect to sacrifice their Board fees in return for B Class Share Rights, aligning director remuneration with the company’s long-term performance and shareholder interests.

The acquisition was reported via an Appendix 3Y Change of Director’s Interest Notice filed with the ASX. No securities were disposed of in this transaction. Prior to this acquisition, De Bortoli held no direct B Class Share Rights, making the 2,873 rights a new direct holding category for her. The transaction was not conducted during a closed period, so no prior written clearance was required or obtained.

Transaction Valuation Based on VWAP Pricing

The total value of the 2,873 B Class Share Rights was $39,993.88, calculated using a VWAP of $13.9206 per right. VWAP pricing is a transparent method that reflects the average trading price over a specified period, rather than a single point-in-time price, ensuring fair valuation of equity remuneration transactions.

The company did not specify the exact period used for the VWAP calculation. The $39,993.88 corresponds to the Board fees De Bortoli sacrificed to acquire the share rights, consistent with the fee sacrifice plan’s structure. This figure provides insight into the amount of Board fees being converted into equity participation through the plan.

Director’s Total Shareholding Following the Transaction

After this acquisition, Melissa Helen De Bortoli’s relevant interests in Ricegrowers Limited include: indirectly, 2 unquoted A Class Shares and 6,586 B Class Shares held via her nominee role for De Bortoli Wines Pty Ltd; directly, 9,107 B Class Shares; and 2,873 B Class Share Rights acquired on 26 June 2026.

The announcement notes that the indirect holdings of 2 A Class Shares and 6,586 B Class Shares remained unchanged by this transaction. Likewise, the 9,107 directly held B Class Shares were unaffected. The only change was the addition of 2,873 direct B Class Share Rights, which represent an entitlement to shares rather than full ownership at this stage.

Overview of the Non-executive Directors’ Fee Sacrifice Plan

Ricegrowers’ Non-executive Directors’ Fee Sacrifice B Class Share Acquisition Plan permits Non-executive Directors to convert part or all of their Board fees into B Class Share Rights. This arrangement encourages directors to have a financial stake tied to Ricegrowers’ B Class share performance on the ASX, fostering alignment with shareholder interests.

Such fee sacrifice plans are regarded as sound corporate governance, promoting directors’ long-term commitment to company success. For Ricegrowers, which operates a dual-class share structure combining quoted B Class Shares and unquoted A Class Shares held by grower members, the plan helps align the board with both equity investors and the cooperative community. The announcement did not specify whether other Non-executive Directors participated in this round.

Indirect Shareholding via De Bortoli Wines Pty Ltd

The announcement clarifies that Melissa De Bortoli’s indirect shareholdings are held as nominee for De Bortoli Wines Pty Ltd, an established Australian wine producer with historical ties to agriculture and rice growing. The 6,586 indirect B Class Shares are registered under this nominee arrangement.

Additionally, she holds 2 unquoted A Class Shares indirectly. A Class Shares are typically held by grower-members and are unlisted, reflecting Ricegrowers’ cooperative origins. No further details about the A Class Shares were provided beyond confirmation that holdings remained unchanged.

Ricegrowers’ Dual-Class Share Structure and Director Holdings

Ricegrowers Limited features a dual-class share structure: B Class Shares are publicly traded on the ASX, accessible to market investors, while A Class Shares are unquoted and held by grower-members of the cooperative. This structure reflects the company’s evolution from a grower cooperative into a publicly listed agribusiness operating under the SunRice brand.

For investors, understanding this distinction is important when interpreting director interest disclosures. Changes in B Class Shares or Share Rights relate to publicly traded equity, while A Class Share movements pertain to cooperative membership. The Appendix 3Y filing’s inclusion of both classes provides a comprehensive view of a director’s full alignment with the company.

Compliance with ASX and Corporations Act Disclosure Requirements

The Appendix 3Y notice was lodged in accordance with ASX Listing Rule 3.19A.2 and section 205G of the Corporations Act 2001, which mandate timely disclosure of directors’ changes in relevant interests. Melissa Helen De Bortoli’s previous notice was dated 30 January 2026, making this her first reported change since then.

The announcement confirms the transaction took place outside any closed trading period, meaning no restrictions applied and no prior written clearance was necessary. This standard disclosure assures shareholders that the transaction complied with trading and governance protocols.

Investor Implications of the Director’s Fee Sacrifice Participation

Director engagement in fee sacrifice share plans is often viewed positively by the market, signaling confidence in the company’s future prospects since directors opt for equity over cash remuneration. In this instance, De Bortoli’s sacrifice of approximately $39,993.88 in Board fees for B Class Share Rights demonstrates a clear commitment to Ricegrowers’ equity performance during the rights’ vesting or conversion period.

Investors may watch for additional director interest disclosures from other board members, which would indicate broader participation in the fee sacrifice plan. While such filings are routine governance updates rather than material operational news, patterns of director equity accumulation are frequently monitored as indicators of board conviction.

Upcoming Considerations for Ricegrowers Investors

Investors tracking Ricegrowers Limited should monitor further director interest disclosures, upcoming financial reports, and operational updates related to the SunRice business, including rice procurement, processing, and export activities. This announcement did not include forward-looking guidance or financial targets, as it is primarily an administrative disclosure.

The specific vesting or conversion terms of the 2,873 B Class Share Rights acquired by De Bortoli were not detailed. Investors interested in these conditions—such as performance requirements, vesting schedules, or exercise rights—should consult Ricegrowers’ annual report or Notice of Meeting documents, where the Non-executive Directors’ Fee Sacrifice B Class Share Acquisition Plan terms are typically outlined.