4 questions lodged at 2026 RLF Agtech (RLF) physical EGM

This was the smallest public company shareholder meeting I've ever attended with just 4 of us in the room: chairman Ben Barton, CEO Stuart Upton, and recently appointed CFO/company secretary Andrew Hunter, who worked for Macquarie back in the day. Even the Automic bloke who met me at the door and served up the the yellow ballot paper didn't join us for the formalities.

The chair read through his script which Mr Hunter said hadn't been lodged with the ASX and would still have been read out even if I wasn't there. Surely not.

Anyway, it took 10 minutes of laborously reading out the proxies on all 6 resolutions which they kept stressing represented more than 99% in favour in some circumstances had not a single vote against, so I responded by voting against a few of them (you can see my 16,667 shares in splendid isolation here) and also pointing out that the turnout of around 50 million shares was barely 10% of total issued capital so they shouldn't get too excited about overwhelming mandates.

When we got to item 3 on the proxy read I inquired about asking questions but was told they'd just read out all the proxies first but the proxies were then read again when we went back to the top and progressed through the 6 items calling for business. I think this might have been co sec Hunter's first public company meeting.

There were two placements to be approved, which is most unusual. The first was a $4.5m placement in March this year at 6.5c, which is now well out of the money with the stock at 3c, and the second was the more recent $3.5 placement and convertible note issue at 2.8c which was only announced on August 12, sparking the extra 4 late items which were added to the agenda.

On item I I engaged them on the poor treatment of retail shareholders and lack of any SPP. Chair Barton started by saying an SPP wasn't on the agenda or part of the raise, so I set him straight and asked the directors to determine at their next meeting that a $30,000 share purchase plan be offered to all shareholders on the same term as the "sophisticated" investors who participated in the recent placement at 2.8c, including two high powered incoming directors in the former Nufarm CEO Greg Hunt and former Namoi Cotton executive chair Tim Watson.

CFO Hunter was spoiling for an argument for the duration of the meeting and started talking about under-writing costs and certainty, so I set him straight and told him just to make the SPP offer without using any ticket-clipping brokers and to just accept whatever came through the door from investors. The brass nodded having got the message and we'll see what comes out of the next board meeting.

When we got to resolution 2 on the share grant to Singaporean outfit Spark Plus Pte Ltd, I voted in favour because they were owed 25k for work on the first placement and were paid in stock deemed to be valued at 7.7c which was the pre-issue price. With the stock now at 3c, it's been a bad deal for Spark Plus which is no longer engaged by the company as they were associated with what might be described as "the previous management".

There's been a change of control at the company which has included a move from Welshpool WA to Kyneton in Victoria. The three chaps in the room today have all been with the business less than two years and there's a coming influx of top agri-business talent to the board, which was the subject of two of today's resolutions because messrs Hunt and Watson were participating in the placement, albeit rather modestly as we approved 15k for Hunt and ??? for Watson at the meeting.

Responding to questions, chair Barton said the director participation was just by agreement and not part of their contractual arrangements to join the board which will comprise 60k in NED fees for each them, something which can easily be handled under the existing 400k fee cap approved by shareholders.

The second placement was approved by Sydney out-fit

, .which based on resolution 2, is getting shares at 7.7c to satisfy a $25,000 corporate advisory cash fee. With the stock today at 3.1c, are they happy getting 10k worth of scrip to satisfy a $25,000 fee. And where does Spark Plus sit in relation to Prenzler Group which clipped the ticket on the latest $3.5m capital raising?

which is the subject of our late items today, and we had Why weren't retail shareholders given an opportunity to participate?

Q4. We are a serial offender in terms of doing things on the last possible day. Last possible day AGM in 2024, last possible results in 2020, 2021, 2024 and even February 27 this year. Presume you'll be reporting on Monday, the last possible day, along with more than 200 other disorganised on scrutiny avoiding companies. We even seem to be disorganised with his EGM, releasing a supplementary notice of meeting with an additional 4 resolutions on August 14, just 2 weeks before the AGM. What are the rules in terms of late items and notice and has there been a big difference in the proxy turnout. How pro-actively did we inform our 664 shareholders?

Q1. When it comes to fair treatment of retail shareholders in capital raisings, what is the record of our 3 directors at public companies or any directors and executives on the call today: chair Ben Barlow, CEO Stuart Upton and Paul McKenzie. Have you ever done a capital raising where retail shareholders are able to participate and how many placement only raisings have you done where unsophisticated retail shareholders were deliberately excluded and diluted?

Answer: The chair... Watch video of exchange via Twitter.

Q2. The latest annual report says that we 664 shareholders, why didn't we use the Automic online platform to allow for greater shareholder participation at this EGM?
Answer: The chair... Watch video of exchange via Twitter.

Q3. Our last AGM was a physical affair at our auditors office (Moore Australia) in Perth. Are we Melbourne or Perth and why no online participation? Are we based in Welshpool or Kyneton? Is Automic charging and prefer we don't do quid pro quo arrangements with our auditor.

Answer: The chair... Watch video of exchange via Twitter.



Answer: The chair... Watch video of exchange via Twitter.


Our standalone placement record isn't great. We announced a $3.5 placement and convertible note issue on August 12, which is the subject of our late items today, and we had earlier done a $4.5m placement in March this year at 6.5c. Why weren't retail shareholders given an opportunity to participate?


One of the problems with placements is you don't know who is getting the stock. For instance, Gavin Ball appeared in last year's annual report with 33.3m shares or 7.21%. After 9 years on the board, he quit on June 30 this year. Where will his shareholding sit after all these raises or has he been selling down since quitting the company? Once the dust settles on these latest raisings, where is the top 20 and substantial shareholder stakes going to land?


Could we please propose a share consolidation at the upcoming AGM because we're issuing embarrassing amounts of shares. After today's approvals go through approving another 128m shares at 2.8c, we'll have 665 million ordinary shares on issue? Could you please do a 10-for-1 or are there issues with that?


What is our history with Prenzler Group which was paid $10,000 plus a fee of 3% of the funds raised on the latest $3.58m placement at 2.8c. You normally see fees up around the 6% mark so how did we keep it low?


Where does our founder Ken Hancock currently sit in terms of involvement in our share register after all these recent capital raisings? His RLF AgTech Ltd was at 9% with 41.4m shares according to last year's annual report. Same with Gavin Ball and his 33.3m shares.


Who is Spark Plus Pte Ltd, which based on resolution 2, is getting shares at 7.7c to satisfy a $25,000 corporate advisory cash fee. With the stock today at 3.1c, are they happy getting 10k worth of scrip to satisfy a $25,000 fee. And where does Spark Plus sit in relation to Prenzler Group which clipped the ticket on the latest $3.5m capital raising?


Resolution 4: how did we persuade a big hitter like former Nufarm CEO Greg Hunt to join our board? This resolution will issue him 535,714 shares at 2.8c which will cost him $15,000 for shares currently worth $16,600. It's all too small to matter. What contractual arrangements have we reached with Greg in terms of joining the board and future equity grants. Also, what is our current board fee cap and can it accommodate our 3 new heavy hitters: Greg, former Namoi Cottton executive chair Tim Watson and Agworld founder Chris Ramsey. Also, why isn't there a resolution for Chris Ramsey to participate in the latest placement.

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