ASX ANNOUNCEMENT Bega Cheese Limited ... - Open Briefing

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Directors’ Report (cont.) Year Ended 30 June 2011 Tom D'Arcy Dip. App. Sc (Dairy Tech), Dip Ag, GAICD Supplier Director since April, 1998 Experience and Expertise. Following graduation Mr D’Arcy worked in quality control at Bega Cheese and ultimately became responsible for management of quality systems until he left in 1977. Tom D’Arcy extended his knowledge of international dairy practices by working for the International Agricultural Exchange in Alberta Canada before returning to Australia to manage his family’s farming business. Tom D’Arcy has actively represented farmers on many state and federal committees designed to address key and emerging issues in the Australian dairy industry industry. Other Current Directorships. Director irector of Dairy NSW since 2004 Former directorships in the last 3 years. Special Responsibilities. Member of Audit and Risk Committee Interests in Shares as at 30 June 2011 - 1,280,276 Ordinary Shares Richard Platts Adv Dip Agr; GAICD Supplier Director since November, 2000 Experience and Expertise. Richard Platts has been representing farmers for over twenty years, through various roles in the NSW Dairy Farmers Association, Dairy Industry Development Corporation (DIDCO) and Dairy Farmers Co Co-operative. Other Current Directorships. Nil Former directorships in the last 3 years. Special Responsibilities. . Member of Nomination and Remuneration Committee Interests in Shares as at 30 June 2011 - 3,53 3,537,956 Ordinary Shares Peter Margin BSc (Hons), MBA Independent Director since 27 June 2011 Experience and Expertise. Peter Margin has many years of leadership experience in major Australian andd international food companies. His most recent position was the CEO of the ASX-listed listed food group Goodman Fielder Ltd from 2005 until April 2011. Prior to that appointment he was the CEO and Chief Operating Officer of National Foods Ltd and has had experience at Heinz, Birds Eye Foods aand Plumrose. Other Current Directorships. Nil Former directorships in the last 3 years. Goodman Fielder Ltd Special Responsibilities. Chairman of Nomination and Remuneration Committee and Member of Audit and Risk Committee Interests in Shares as at 30 June 2011 - Nil Bega Cheese Limited Nil Nil 2011 Annual Report 6
Directors’ Report (cont.) Year Ended 30 June 2011 Principal Activities The principal activity of the Bega Cheese Group in the course of the financial year was receiving, processing, manufacturing and distributing dairy and associated products. A number of key events in relation to the activities of the Group during the year ended 30 June 2011 are set out in the Executive Chairman's Review and the Chief Executive Officer’s Review of Operations and Activities, which is to be read in conjunction with this Directors' report. Dividends In respect of the financial year ended 30 June 2011 the Directors paid an ordinary fully franked dividend of 1.25 cents per share (2010: 7 cents per share fully franked), which represented distributions of $1,359,000 (2010: $1,901,000). The 2010 final dividend of 7 cents per share was based on the pre share split number of shares on issue. Review of Operations A comprehensive review of operations is set out in the Executive Chairman's Review and the Chief Executive Officer’s Review of Operations and Activities. Significant Changes in State of Affairs Other than disclosed in the Executive Chairman's Review and the Chief Executive Officer’s Review of Operations and Activities, there have been no significant changes in the state of affairs of Bega Cheese since the last Annual Report. Indemnification and Insurance Premiums for Officers and Auditors During the financial year, Bega Cheese paid a premium in respect of a contract insuring the Directors (as named above) and all executive officers of Bega Cheese and of any related body corporate against a liability incurred as such a Director or executive officer, not exceeding the extent permitted by law. The contracts of insurance prohibit disclosure of the nature of the liabilities and the amount of the premiums. The Company has not otherwise, during or since the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer of the Company or any related body corporate against a liability incurred as such an officer. This does not include remuneration or employment-related benefits, any sum payable pursuant to a financial support direction or contribution notice issued in respect of any pension scheme, fines and pecuniary penalties for a deliberate or intentional act, nor amounts which are prohibited to be paid by law. In July 2011, each Director entered into a Deed of Access and Indemnity with the Company which indemnifies them for losses incurred as a Director or officer of Bega Cheese and places an obligation on Bega Cheese to maintain a current Directors’ and Officers’ policy with a reputable insurer for the period of the Director’s tenure and for a seven year tail period (or longer if there is an unresolved outstanding claim against the Director) and a contractual right of the Director to access Company records for the period of the Director’s tenure and for a seven year tail period (or longer if there is an unresolved outstanding claim against the Director). Company Secretaries The Company Secretary registered with the ASX is Brett Kelly CA, GAICD. Brett Kelly was appointed to the position of Company Secretary in 2002. Brett Kelly holds a Bachelor of Commerce in Accounting and is a Chartered Accountant with 26 years experience. He has also been a Graduate member of the Australian Institute of Company Directors since 2006. Colin Griffin CA was appointed to the position of Company Secretary in 1993. Colin Griffin holds a Bachelor of Arts in Accounting and is a Chartered Accountant with 28 years’ experience. Colin Griffin leads the finance team and is responsible for corporate development, mergers and acquisitions and legal affairs for Bega Cheese and Tatura Milk. Bega Cheese Limited 2011 Annual Report 7
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