Notice of Meeting and Proxy Form

ALLIED FARMERS LIMITED

NOTICE OF ANNUAL MEETING 2017


Notice is hereby given that the Annual Meeting of Shareholders of Allied Farmers Limited (“the
Company” or “ALF”)) will be held at the TSB Hub, Camberwell Road, Hawera (entrance from either
Waihi Road or Camberwell Road) on Tuesday 28 November 2017 at 11.00am.



Items of Business

a. Chairman’s introduction
b. Addresses to shareholders
c. Shareholder discussion
d. Resolutions.

Resolutions

To consider, and if thought fit, to pass the following ordinary resolutions:

1. Director re-election: That Garry Bluett be re-elected as a Director of the Company.


2. Auditor’s fees: That the Directors be authorised to fix the auditor’s fees and expenses for the
ensuing year.


Ordinary Resolution

The business for the meeting is to pass the ordinary resolutions set out above. An ordinary resolution is a
resolution passed by a simple majority of votes of holders of securities which carry votes, entitled to vote,
and voting.

Attendance and Voting

Your rights to vote may be exercised by:

(a) attending and voting in person; or
(b) appointing a proxy (or representative) to attend and vote in your place.

The proxy need not be a shareholder of the Company and the form of appointment of a proxy and voting
instructions accompanies this Notice of Annual Meeting. The Chairman of the meeting is willing to act as
proxy for any shareholder who may wish to appoint him for that purpose and he intends to vote in favour
of all resolutions where he is given a “Proxy Discretion”. Shareholders wishing to appoint a proxy (or
representative) must complete and send the proxy form so that it is received by Link Market Services no
later than 12:00pm on Friday 24 November 2017.

Corporate Representatives

A corporation which is a Shareholder may appoint a person to attend the meeting on its behalf in the
same manner as that in which it could appoint a proxy.


By order of the Board of Directors

Garry Bluett
Chairman
26 October 2017




EXPLANATORY NOTES

Resolution 1: Re-election of Garry Bluett as a Director

Pursuant to NZX Main Board Listing Rule (Rule) 3.3.11, one third of the Company’s Directors must retire
by rotation at each annual meeting. Garry Bluett retires in accordance with Rule 3.3.11 and offers
himself for re-election.

Mr Bluett was appointed a Director of Allied Farmers Limited in October 2004. He has been Finance
Director of a major New Zealand retail group and has broad experience in the finance company and
corporate finance sectors. He currently has an ownership interest in a dairy operation in the Waikato.
Mr Bluett is an independent Director of Allied Farmers Limited. He has the following qualifications: BMS,
CA.


The Board unanimously supports Garry’s re-election.

Resolution 2: Payment of auditor’s fees

PricewaterhouseCoopers are automatically reappointed as auditors under section 207T of the
Companies Act 1993. Resolution 2 authorises the Directors to fix the fees and expenses of the auditors
for the ensuing year under section 207S of the Companies Act 1993.

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CSN/Holder Number: «Holding_No»

*«Barcode»*



PROXY FORM/ADMISSION CARD - ALLIED FARMERS LIMITED ANNUAL MEETING 2017
The Annual Meeting of Allied Farmers Limited will be held on Tuesday 28 November 2017 at 11.00am at the TSB Hub, Camberwell Road, Hawera
(entrance from either Waihi Road or Camberwell Road).

Appointment of proxy
If you propose not to attend the meeting but wish to appoint a proxy, or if you are a company and you propose to attend, please complete and
post this form. Please read the instructions and the Notice of Meeting before completing this form. For your completed Proxy form to be valid, it
must be received by Allied Farmers Limited’s share registry, Link Market Services, no later than 12:00pm on Friday 24 November 2017. You
can also appoint your proxy and vote online by going to https://investorcentre.linkmarketservices.co.nz/voting/ALF or by scanning the QR code
above with your smartphone. The Chairman of the Meeting is willing to act as proxy for any shareholder who may wish to appoint him for that
purpose and he intends to vote in favour of all resolutions where he is given a “Proxy Discretion”. To appoint the Chairman, enter “Chairman of
the Meeting” in the space allocated for the full name of the proxy. If you wish to appoint any director, enter that director’s full name in that space.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution
OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more
resolutions and give the proxy holder discretion in respect of other resolutions. If no box is marked, or more than one box is marked, in relation
to any resolution, the vote on that resolution will be treated as ‘abstain’.

Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to
assist with your registration.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, all of the joint shareholders must sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate
shareholder (if it has one).
LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/ALF
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online



General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.co.nz

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Allied Farmers Limited hereby appoint as my/our proxy:
CSN/Holder Number: «Holding_No»


*«Barcode»*


of
(Full Name) (Full Address)

Or failing him/her

of
(Full Name) (Full Address)
as my/our proxy to vote for me/us on my/our behalf as directed below and on any other matter to be put to the Annual Meeting of shareholders
of Allied Farmers Limited to be held on Tuesday 28 November 2017 at 11.00am and at any adjournment or postponement thereof.



STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Complete this section if you have appointed a proxy. Please note that if the shares are held jointly, the voting instructions given in this section
are given on behalf of each joint holder. For each resolution you must tick one box. If no box is marked, or more than one box is marked, in
relation to any resolution, the vote on that resolution will be treated as ‘abstain’.


ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote

For Against Abstain Discretion
1. Re-election of Director: That Garry Bluett be re-elected as a Director of the Company.

2. Auditor’s fees: That the Directors be authorised to fix the fees and expenses of the
auditors for the ensuing year.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may
abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed


Signed this day of 2017


Signature
All shareholders must sign


Contact Name: Daytime contact number:




Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.