AGMs

4 questions lodged at 2026 Graincorp (GNC) hybrid AGM


February 18, 2026

Below is the text of the 4 written questions submitted at the 80 minute 2026 Graincorp (GNC) hybrid AGM held at 10am in Sydney on February 18 and via the Link/MUFG platform. See notice of meeting. They ran physical meetings since COVID but were persuaded to change after some engagement ahead of the 2025 AGM where they embraced early proxy disclosure and head count data for the first time. Market cap was $1.28 billion on AGM day. The proxies were disclosed early in the formal addresses with no protest votes and they commendably came through with headcount data again.

Q1. CBH has become a powerhouse after 5 straight WA harvests of more than 20 million tonnes which has lifted annual revenues to almost $6 billion a year. Do the chair and CEO believe that CBH would be more valuable than us if they listed on the ASX and how do we deal with them as a grower-owned co-operative in WA which appears to have something approaching a monopoly? How big are our WA operations and have we tried to break into their market?

Answer: The chair Peter Richards described CBH as a "very valuable supplier of grain" to Graincorp and CEO Robert Spurway explained that Graincorp owns a canola crush plant in WA which relies on supplies from CBH. Overall, a good detailed response. Watch video of exchange via Twitter.

Q2. Thank you for holding your first hybrid AGM since COVID and also for embracing early proxy disclosure and scheme-like head count voting disclosure at last year's AGM. I was puzzled by the big protest vote against the re-election of chair Peter Richards at last year's AGM which started at 35.7% on the proxies and finished at 45.6% in the poll after further large against votes from the floor. What caused this protest? Was it driven by proxy advisers or shareholders and how did the chair respond to this unusual protest vote?

Answer: The chair said he regularly cops protest votes due to over-boarding concerns but one particular shareholder was concerned about communications issues and turned up at last year's AGM to reverse its proxy vote in favour and vote against the chair's re-election. Wow. Wonder who that was? Reckon activist outfit HMC Capital is most likely offender as they held 6.53% going into last year's AGM. Watch video of exchange via Twitter.

Q3. Which recruitment firm assisted with the search that led to Samantha and Sarah's appointment to the board? What sort of on-boarding process did we run for them and could they clarify if either of them knew any of the other directors before engaging with the recruitment process.

Answer: The old school chair Peter Richards referred to the two new directors as “ladies”, but then gave a solid response saying that the induction included both Samantha Hogg and Sarah Adam-Gedge participating in the 5 day tour through GrainCorp's east coast facilities late last year. Was good to also get a straight answer on pre-appointment connectedness, but the headhunter's name was kept secret. Watch video of exchange via Twitter.

Q4. Robert Spurway joined GrainCorp as CEO March 2020. Today's grant has been well supported by shareholders but could the CEO please summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.

Answer:
Missed this as was otherwise occupied so will have to pick up from the webcast archive.