Ricegrowers Limited Non-executive Director Rachel Kelly Adds 2,604 B Class Share Rights via Fee Sacrifice Scheme

Rachel Kelly’s Revised Security Holdings in Ricegrowers Limited Following June 2026 Acquisition

After the 26 June 2026 transaction, Non-executive Director Rachel Mary Kelly holds two separate security types in Ricegrowers Limited. Her prior holding of 1,509 B Class Shares remains intact, while she has added 2,604 B Class Share Rights obtained through the fee sacrifice plan. These share rights are distinct instruments with their own terms, separate from the existing B Class Shares on the company’s register.

Before this update, Kelly’s last reported interest was on 30 January 2026, showing 1,509 B Class Shares and no B Class Share Rights. The current disclosure indicates a significant increase in her overall stake through the addition of the share rights. No disposals occurred, meaning this transaction represents a net increase in her holdings.

Overview of Ricegrowers Limited’s Non-executive Directors’ Fee Sacrifice Plan

The B Class Share Rights acquired by Kelly were granted under Ricegrowers Limited’s Non-executive Directors’ Fee Sacrifice B Class Share Acquisition Plan. This plan permits Non-executive Directors to convert part of their Board Fees into B Class Share Rights, aligning their remuneration with the company’s equity performance. Such fee sacrifice arrangements are commonly used by ASX-listed companies to encourage directors to maintain a meaningful economic interest in the businesses they govern.

Under this structure, directors do not pay cash upfront; instead, the acquisition is funded by foregoing cash fees they would otherwise receive. This governance-aligned approach links a portion of director compensation to the company’s equity value. The company did not provide further details in this announcement regarding vesting conditions, exercise price, or expiry dates for the B Class Share Rights issued to Kelly.

Valuation Based on VWAP of $13.9206 Per B Class Share Right and Total Consideration of $36,249.24

The 2,604 B Class Share Rights acquired by Rachel Kelly were priced using a volume-weighted average price (VWAP) of $13.9206 each, resulting in a total consideration of $36,249.24. VWAP is a standard valuation method in fee sacrifice and equity incentive plans as it reflects the average trading price over a specified period rather than a single market snapshot, providing a fairer basis for pricing.

The consideration amount is non-cash, consistent with the fee sacrifice nature of the transaction. It represents Board Fees Kelly elected to forgo in exchange for the share rights, rather than a direct cash payment. This distinction is important for investors assessing the economic implications of the transaction and its integration into Kelly’s overall remuneration as a Non-executive Director.

Direct Holding of B Class Share Rights and No Indirect Interests Reported

The disclosure confirms that Rachel Kelly holds the B Class Share Rights directly, with no indirect interests reported. The notice marks "NA" for indirect interest, indicating these rights are not held via trusts, companies, or other associated entities on her behalf. Direct holdings provide clear transparency and represent an unencumbered personal stake in the company.

The absence of indirect interests simplifies the disclosure for shareholders reviewing this update. No associated entities or contracts related to director interests have changed, meaning the entire change in Kelly’s notifiable interest stems from the direct acquisition of the 2,604 B Class Share Rights as detailed in the notice.

Transaction Occurred Outside Closed Trading Period

Ricegrowers Limited’s Appendix 3Y filing confirms that the acquisition of securities by Kelly did not take place during a closed period requiring prior written clearance. This is an important compliance disclosure under ASX listing rules, as director trading during closed periods—such as before financial results announcements—is subject to strict controls and approvals.

The confirmation that no closed period applied indicates the transaction occurred within an open trading window in line with the company’s securities trading policy. As the rights were issued under a pre-approved fee sacrifice plan, the transaction follows a scheduled process rather than ad hoc director trading decisions.

Significance of B Class Shares and B Class Share Rights in Ricegrowers Limited’s Capital Structure

Ricegrowers Limited employs a distinctive dual-class share structure among ASX-listed companies. Its B Class Shares, traded under ticker SGL, are exchange-listed securities distinct from the A Class Shares held by rice grower members of the SunRice cooperative. This structure reflects the company’s heritage and the ongoing involvement of its grower membership through A Class Shares.

The B Class Share Rights acquired by Kelly represent entitlements to receive B Class Shares upon meeting specified conditions. These rights are not listed or tradable on the ASX, and their conversion depends on the terms of the issuing plan. The company did not disclose conversion conditions or timelines for Kelly’s rights in this update; interested investors should consult Ricegrowers Limited’s remuneration disclosures or plan documents for full details.

Director Interest Disclosures as Indicators of Governance at Ricegrowers Limited

Appendix 3Y filings, which report director interest changes, are vital transparency tools under Australian continuous disclosure rules. Directors must promptly notify the market of changes in their relevant securities interests, whether via market trades, off-market transactions, or new security issuances like rights or options. These disclosures offer investors insight into how directors align their personal holdings with the companies they oversee.

Ricegrowers Limited’s use of a fee sacrifice plan to issue B Class Share Rights to Non-executive Directors reflects a remuneration strategy aimed at fostering director equity ownership without requiring cash outlays. This approach aligns with modern governance principles that encourage meaningful director shareholdings to align board and shareholder interests. Investors may track future disclosures to observe participation by other Non-executive Directors and the evolution of total director holdings over time.

Reference to Rachel Kelly’s Previous Director Interest Notice from 30 January 2026

The 26 June 2026 Appendix 3Y references a prior notice from 30 January 2026, establishing the baseline for Kelly’s holdings at 1,509 B Class Shares and no B Class Share Rights. The five-month gap between notices suggests the fee sacrifice plan operates on a periodic issuance cycle rather than continuous allocation.

Reviewing these sequential filings allows investors to track Kelly’s incremental equity accumulation. Her unchanged B Class Share holdings confirm no market purchases or sales during this period, with the sole change being the addition of 2,604 B Class Share Rights via the fee sacrifice plan.

Market Impact and Investor Considerations for SGL Following the Transaction

Director interest changes involving rights issued under pre-approved fee sacrifice plans are typically viewed as routine administrative disclosures rather than material market-moving events. This transaction reflects a scheduled plan issuance rather than a discretionary decision by Kelly based on market conditions, so its immediate market impact is expected to be limited.

No clear immediate effect on share price was evident from public information. Investors may focus on forthcoming company announcements such as financial results, production updates, rice pool reports, or any material capital structure changes for more significant market signals. Continued Non-executive Director participation in the fee sacrifice plan may be perceived positively as a sign of board commitment to long-term equity performance, though the modest transaction value suggests limited standalone influence on market sentiment.