Notice of 2019 Annual Shareholders’ Meeting

ALLIED FARMERS LIMITED

NOTICE OF ANNUAL MEETING 2019

Notice is hereby given that the Annual Meeting of Shareholders of Allied Farmers Limited (“the Company”
or “ALF”) will be held at the TET MultiSports Centre, 62 Portia St, Stratford on Tuesday 26 November 2019
at 11.00am.

ITEMS OF BUSINESS

a. Chairperson’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 Mark Benseman be re-elected as a Director of the Company.

2. Director re-election: That Philip Luscombe be re-elected as a Director of the Company.

3. Director election: That Richard Perry be elected as a Director of the Company.

4. Director election: That Ross Verry be elected as a Director of the Company.

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

To consider, and if thought fit, to pass the following special resolution in accordance with section 32 of the
Companies Act 1993:

6. New Constitution: That the existing Constitution of the Company be revoked and the Company adopt
a new Constitution in the form tabled at the meeting and signed by the Chairperson for the purpose of
identification, with effect from the close of the Annual Meeting of the Company.


Ordinary Resolutions
Pursuant to section 105(2) of the Companies Act 1993, an ordinary resolution means a resolution passed
by a simple majority of votes of those shareholders entitled to vote and voting.

Special Resolution
Pursuant to section 2(1) of the Companies Act 1993, a special resolution means a resolution approved by
a majority of 75% of the votes of those shareholders entitled to vote and voting.

No Motions
The only matters being discussed and voted on at the Meeting are the Resolutions contained in this Notice
of Meeting. No motions will be allowed from the floor.

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 Chairperson 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 5:00pm on Friday 22 November 2019.

Voting on all of the Resolutions will be by way of poll, meaning that each shareholder has one vote for
each ordinary share held by that shareholder.

Voting entitlements for the meeting will be determined as at 5.00pm on Friday 22 November 2019.
Registered shareholders at that time will be the only persons entitled to vote at the meeting (either in person
or by proxy) and only the shares registered in those shareholders’ names at that time may be voted at the
meeting.

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


Mark Benseman
Chairperson
25 October 2019




EXPLANATORY NOTES

Director elections/re-elections pursuant to New Listing Rules

On 1 January 2019, NZX introduced new Listing Rules (the “NZX Listing Rules”). The Company
transitioned to the NZX Listing Rules on 30 June 2019.

Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office (without re-election) past the third
Annual Meeting following the Director’s appointment or 3 years, whichever is longer. However, a Director
appointed by the Board must not hold office (without re-election) past the next annual meeting following
the Director’s appointment.

Resolution 1: Re-election of Mark Benseman as a Director

Mr Benseman was appointed a Director of Allied Farmers Limited in October 2015. He is retiring by rotation
and, being eligible, offers himself for re-election. He is an experienced manager and financial analyst, with
over 25 years’ experience in the investment industry. Mr Benseman is currently the Principal of Fraters
Group in New Zealand and in the past had a role as a senior analyst with ABN AMRO New Zealand, was
Director and Head of Research with Citigroup Smith Barney in New Zealand, and similarly with Merrill
Lynch (NZ). He has the following qualifications: BA (Hons in Economics).

The Board has determined that Mr Benseman is not an independent director due to the fact that an
Associated Person is an Allied Farmers Substantial Product Holder. The Board unanimously supports his
re-election.

Resolution 2: Re-election of Philip Luscombe as a Director

Mr Luscombe was appointed a Director of Allied Farmers Limited in December 2005. He is retiring by
rotation and, being eligible, offers himself for re-election. He is an experienced farmer with interests in dairy
farms in Taranaki and Otago, and in farm forestry. He is a Director of a number of private companies. He
is a trustee of The Massey-Lincoln and Agricultural Industry Trust and a former trustee of the Massey
University Agricultural Research Foundation. He is a former director of Kiwi Cooperative Dairies Limited,
Kiwi Milk Products Limited, Dairy InSight and industry research company Dexcel. He has the following
qualification: BAgSci(Hons).

The Board has determined that Mr Luscombe is an independent director, and unanimously supports his
re-election.

Resolution 3: Election of Richard Perry as a Director

Mr Perry was appointed a Director of Allied Farmers Limited by the Board in June 2019. He is offering
himself for election by the shareholders. Mr Perry has a strong knowledge and experience of the
agribusiness, finance and technology sectors. Mr Perry has previously held senior finance and executive
roles at the Reserve Bank of New Zealand, Landcorp Farming Ltd and Callaghan Innovation and has been
a Technical Advisor to the International Monetary Fund. He is currently a member of the External Reporting
Advisory Board and Director of Business Applications for Rocket Lab. As an experienced company director
he has acted for several company boards across the agri-tech, property and food and beverage sectors
including start-ups, mergers and established companies. He has the following qualifications: B Com
(Hons), F.C.A (Fellow of Chartered Accountants Australia and New Zealand) and CTP (Certified Treasury
Professional).

The Board has determined that Mr Perry is an independent director, and unanimously supports his election.

Resolution 4: Election of Ross Verry as a Director

Mr Verry was appointed a Director of Allied Farmers Limited by the Board in October 2019. He is offering
himself for election by the shareholders. Mr Verry has extensive experience in the agri-finance sector. He
is currently Chief Executive of Syndex Limited, an early stage, innovative capital markets business, and
previously worked for 16 years in ANZ Bank, including most recently 5 years as a General Manager,
Commercial and Agri. Mr Verry is a director of THE Limited, a largescale dairy farming business, and Gold
Creek Partnership, a dairy farming syndicate. He was also previously a Trustee of Agri-Womens
Development Trust. In addition, Mr Verry is currently Chairman of the New Zealand Cricket Players
Association Board. He has the following qualifications: Bachelor of Commerce and Administration and
Chartered Accountant – Chartered Accountants of Australia and New Zealand.

The Board has determined that Mr Verry is an independent director, and unanimously supports his election.

Resolution 5: Payment of Auditor’s Fees

PricewaterhouseCoopers are automatically reappointed as auditors under section 207T of the Companies
Act 1993. Resolution 5 authorises the Directors to fix the fees and expenses of the auditors for the ensuing
year under section 207S of the Companies Act 1993.

Resolution 6: Changes to Constitution

As mentioned in the Explanatory Note above, on 1 January 2019 NZX adopted new NZX Listing Rules and
the Company transitioned to the new NZX Listing Rules on 30 June 2019. To comply with the NZX Listing
Rules, the Company needs to amend its Constitution. A marked up copy of the Company’s existing
Constitution showing all of the proposed changes and a clean copy of the proposed new Constitution can
be viewed on the Company’s website: https://www.alliedfarmers.co.nz. They will also be available for
review at the annual meeting. The NZX Listing Rules may be viewed on the NZX website: www.nzx.com.

The most significant proposed changes to the Constitution are summarised below:
 Managing Director: the removal of the managing director provisions, as the Company does not
utilise this role and can provide for this through normal board delegations.

 Restriction on appointment of directors: the Constitution has been amended to reflect that each
resolution to appoint, elect or re-elect a director must be for one director only as required under
NZX Listing Rule 2.3.3.
 Board composition: the Constitution will now contain a provision requiring the board composition
to comply with the NZX Listing Rules, including as to minimum number, number of independent
directors and number of NZ resident directors.
 Voting by poll: The NZX Listing Rules now require all shareholder voting to be conducted by poll.
The Constitution has been updated to ensure that all voting is in accordance with the NZX Listing
Rules in effect from time to time.
 Interested Directors: the Constitution will confirm that, consistent with the NZX Listing Rules,
interested directors may not vote or be counted as part of a quorum on matters in which they are
interested.

The following amendments are also proposed to update references and reflect developments with
electronic voting:
 allowing for electronic means of voting at shareholder meetings if the Board determines to permit
this, to allow Shareholder to vote by signifying their assent or dissent by electronic means,
including voting on a personal computer, to reflect the alignment of the NZX Listing Rules with
legislation permitting annual meetings to be held by electronic means;
 allowing directors to receive notice of meetings by email; and
 making consequential alterations in definitions and numbering.

Pursuant to the Companies Act, the proposed amendments must be approved by a special resolution
of shareholders. As the amendments to the Constitution do not impose or remove a restriction on the
activities of the Company or affect the rights attaching to shares, the shareholder minority buy-out rights
under the Companies Act do not apply.

Tompkins Wake has provided an opinion to NZX that it considers that these amendments comply with
the NZX Listing Rules.

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PROXY FORM/ADMISSION CARD - ALLIED FARMERS LIMITED ANNUAL MEETING 2019
The Annual Meeting of Allied Farmers Limited will be held on Tuesday 26 November 2019 at 11.00am at the TET MultiSports Centre, 62
Portia St, Stratford.

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 5:00pm on Friday 22 November 2019.
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 Chairperson 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 Chairperson, enter “Chairperson 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:






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 26 November 2019 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’.

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


For Against Abstain Discretion
1. That Mark Benseman be re-elected as a Director of the Company.
   
2. That Philip Luscombe be re-elected as a Director of the Company.
   
3. That Richard Perry be elected as a Director of the Company.
   
4. That Ross Verry be elected as a Director of the Company.
   
5. That the Directors be authorised to fix the auditor’s fees and expenses for the ensuing
year.
   
6. That the existing Constitution of the Company be revoked and the Company adopt a new
Constitution in the form tabled at the meeting and signed by the Chairperson for the
purpose of identification, with effect from the close of the Annual Meeting of the Company.
(Special Resolution)
   
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 2019


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.