PRIMEAG AUSTRALIA LIMITED 
By
4 October 2013
PrimeAg Australia Limited, ("PrimeAg") (ASX:PAG) announces that at the scheme meeting held today, PrimeAg shareholders approved the scheme of arrangement between PrimeAg and its shareholders (other than Australian Food & Fibre Limited ("AFF") and Dr David Robinson) ("Scheme") under which AFF will acquire all of the ordinary shares in PrimeAg which it and Dr David Robinson do not already own. PrimeAg also announces that each of the resolutions proposed at the Extraordinary General Meeting today have been passed.
The Scheme remains subject to the approval of the Federal Court of Australia at the Second Court Hearing scheduled to be held on Friday, 18 October 2013. If the Scheme is approved at the Second Court Hearing, the Record Date for the Scheme Consideration, Emerald Distribution and the Final Distribution will be 7.00pm on Monday 28 October and payments will be despatched to PrimeAg shareholders by no later than Monday 11 November 2013.
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001, the following information is provided in respect of the resolution to approve the Scheme, as set out in the Notice of Scheme Meeting in Annexure A of the Explanatory Memorandum.
The vote was conducted on a poll, and was passed by both a majority in number of shareholders and by 75% of the votes cast on the resolution as required by section 411(4)(a)(ii) of the Corporations Act
2001.
Direct and proxy voting numbers on the resolution were as follows:
Number of Votes | % of Votes | Number of Shareholders | % of Shareholders | |
Votes cast 'FOR' the resolution | 185,295,844 | 99.94 | 366 | 93.85 |
Votes cast 'AGAINST' the resolution | 113,958 | 0.06 | 24 | 6.15 |
TOTAL VOTES | 185,409,802 | 100% | 390 | 100% |
The total number of direct and proxy ABSTAIN votes was 27,901.
The total proxies received were as follows:
Number of Votes | |||
Proxy to vote for the resolution | Proxy to vote against the resolution | Proxy to abstain on the resolution | Proxy to vote at the proxy's discretion |
183,902,118 | 107,958 | 27,901 | 7,010,497 |
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001, the following information is provided in respect of the resolutions to approve the Emerald Transaction, the Emerald Distribution and the Final Distribution, as set out in the Notice of EGM in Annexure B of the Explanatory Memorandum.
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Direct and proxy voting numbers on the resolutions were as follows:
Number of Votes | % of Votes | |
Resolution 1 - Approval of the Emerald Transaction | ||
Votes cast 'FOR' the resolution | 164,880,617 | 99.93 |
Votes cast 'AGAINST' the resolution | 112,765 | 0.07 |
TOTAL VOTES | 164,993,382 | 100% |
Resolution 2 - Approval of Return of Capital from the Emerald Transaction (Emerald Distribution) | ||
Votes cast 'FOR' the resolution | 187,137,045 | 99.95 |
Votes cast 'AGAINST' the resolution | 101,517 | 0.05 |
TOTAL VOTES | 187,238,562 | 100% |
Resolution 3 - Approval of Final Return of Capital (Final Distribution) | ||
Votes cast 'FOR' the resolution | 187,129,687 | 99.95 |
Votes cast 'AGAINST' the resolution | 101,507 | 0.05 |
TOTAL VOTES | 187,231,194 | 100% |
The total number of direct and proxy ABSTAIN votes for:
(a) Resolution 1 was 21,921,251; (b) Resolution 2 was 3,120; and (c) Resolution 3 was 10,488.
The total proxies received were as follows:
Number of Votes | ||||
Proxy to vote for the resolution | Proxy to vote against the resolution | Proxy to abstain on the resolution | Proxy to vote at the proxy's discretion | |
Resolution 1 - Approval of the Emerald Transaction | 163,712,994 | 112,765 | 21,921,251 | 24,551,681 |
Resolution 2 - Approval (Emerald Distribution | 185,639,143 | 101,517 | 3,120 | 30,449,849 |
Resolution 3 - Approval of Final Distribution | 185,636,705 | 101,507 | 10,488 | 30,444,929 |
For further information, please call PrimeAg on +61 7 4688 4588. Yours Sincerely
Samantha Macansh
Company Secretary
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