Notice of 2020 Annual Meeting

Allied Farmers Ltd
201 Broadway, Stratford, 4332
PO Box 304, Stratford 4352

Phone: 06 765 6199
Web: http://www.alliedfarmers.co.nz
Email: headoffice@alliedfarmers.co.nz




9 November 2020

Dear shareholder

Allied Farmers 2020 Annual Meeting

Please find enclosed notice of Allied Farmers Limited’s 2020 Annual Meeting which will be held at the
TET MultiSports Centre, 62 Portia St, Stratford on Tuesday 24 November 2020 at 11:00am.

NZ Rural Land Management Purchase

As previously disclosed to shareholders (see NZX announcement dated 16 October 2020
https://www.nzx.com/announcements/361572), Allied Farmers has conditionally agreed to purchase a
50% interest in New Zealand Rural Land Limited Partnership (NZRLM) for $2,500,000.

NZRLM will become the manager of New Zealand Rural Land Company Limited (NZRLC), a new entity
that will acquire rural land under a landlord model, whereby the underlying rural land will be leased to
high quality farming operators. NZRLC is intending to launch an Initial Public Offering in November 2020
of up to $150 million and list on the NZX Main Board in December 2020.

It is intended that the $2,500,000 purchase price is satisfied by the issue of Allied Farmers’s shares to
the NZRLM owners at an issue price of $0.50 per share. Allied Farmers is therefore seeking shareholder
approval to issue up to 5,000,000 shares to the NZRLM owners. Further details in relation to the issue of
these shares are set out in the Explanatory Notes.

The purchase of an interest in NZRLM is an incredibly exciting and pivotal opportunity for Allied Farmers.
Our strategy is to “be the major solution provider to agricultural producers, growing value for those
producers and our investors”. Our NZ Farmers Livestock subsidiary is the foundation upon which we have
built and delivered that strategy, and this investment enables diversification in a manner that is
complementary to our core values and activities.

From our deep understanding of the rural sector built over more than 100 years, we know there is
compelling long-term value in owning rural land, and we can see the benefits for farm operators wishing
to expand their operational platforms in a capital efficient manner. NZRLC will be a capital providing
partner for New Zealand’s highly skilled and productive food producers.

Capital Raise

At the same time as we announced the purchase of an interest in NZRLM, we also announced as a
separate initiative a proposal to raise, at the same price of $0.50 per share, additional capital. This
additional capital will be raised in the following manner:

• A 1:3 renounceable rights issue of Allied Farmers shares to existing shareholders. The
renounceable rights issue will enable existing shareholders to participate in the capital raise at
the same price as the investors in the placements referred to below. If all rights are exercised,
the renounceable rights issue will raise ~ $2,975,788 of new capital for Allied Farmers; and

• Following the annual meeting, and most likely after the renounceable rights issue, a placement
of up to 10 million Allied Farmers shares to existing shareholders and new investors. If approved,
these placements will potentially raise up to $5,000,000 of new capital for Allied Farmers.

Shareholder approval is being sought to the placement of shares.

Further details in relation to the issue of the capital raise are set out in the Explanatory Notes.

The proposed capital raise will provide the fuel required to execute on our strategy to invest in the
growth of our rural-focused finance business, innovation initiatives, and investment in digital
technologies.

As highlighted in our recent FY20 financial results commentary, our intention is to continue to evaluate
and potentially invest in profitable and innovative technologies either by strategic partnership or
through direct investment within a disciplined and ethical investment framework.

Further Information

You will be asked to consider the merits of, and vote on, both these resolutions at the Meeting, together
with a resolution relating to fixing the auditor’s remuneration for the ensuing year.

You may submit written questions to be considered at the Meeting. Written questions should be sent
by email to ross.oneill@alliedfarmers.co.nz. Allied Farmers reserves the right not to address any
questions that, in the Board’s opinion, are not reasonable to address in the context of an Annual
Meeting, or any received fewer than five working days prior to the Meeting.

The enclosed shareholder voting form has detailed instructions on how shareholders may lodge their
vote or appoint a proxy to vote on their behalf if they are unable to attend.

I look forward to seeing you at the Meeting.

Yours faithfully

Richard Perry

Chairperson

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ALLIED FARMERS LIMITED NOTICE OF ANNUAL MEETING

Notice is hereby given that the Annual Meeting of Shareholders of Allied Farmers Limited (the Company, Allied
Farmers or ALF) will be held at the TET MultiSports Centre, 62 Portia St, Stratford on Tuesday 24 November
2020 at 11:00am.

Please ensure you read the following notified resolutions together with the Explanatory Notes attached to this
Notice of Annual Meeting of Shareholders (Notice of Meeting). Capitalised terms in this Notice of Meeting
that are not otherwise defined in this Notice of Meeting have the meaning given in the Explanatory Notes
unless the context requires otherwise.

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. Approval of Consideration Shares Placement

That, under NZX Listing Rule 4.2.1(a) (Shareholder approval for issues by Ordinary Resolution),
the Company is authorised to issue Elevation Capital Management Limited, Richard Paget
Milsom, RPMilsom Investments Limited and Hopeton Trustee Company Limited up to
5,000,000 shares in the 12 month period commencing from the date this resolution is passed
at an issue price of NZD$0.50 per share as consideration of, and payment for, 50% of the
securities in New Zealand Rural Land Management Limited Partnership and its general
partner.

2. Approval of Capital Raise Placements

That the Company is authorised to issue shares to investors under Listing Rule 4.2.1(a)
(Shareholder approval for issues by Ordinary Resolution) within 12 months of the date of the
Meeting for an issue price of NZD$0.50 per share and in an aggregate number of up to
10,000,000 shares (and in any event not to directors of Allied Farmers or associated persons,
within the meaning of the NZX Listing Rules, of such directors) and otherwise on the basis
described in this Notice of Meeting.

3. Auditor’s fees

That the re-appointment of KPMG as the auditor of the Company be recorded and the Directors
be authorised to fix the auditor’s remuneration for the ensuing year.

4. Other Business

To consider any other matters that may lawfully be considered at the Meeting.

Interdependence of Resolutions

Each resolution is independent of any other Resolution being passed.

Ordinary Resolutions

Pursuant to section 105(2) of the Companies Act 1993 and the NZX Listing Rules, an ordinary resolution
means a resolution passed by a simple majority of 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

(a) Your rights to vote may be exercised by:

(i) attending and voting in person; or

(ii) appointing a proxy (or representative) to attend and vote in your place.

(b) 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 11:00am on Friday, 20 November 2020.

(c) 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 that shareholder.

(d) Voting entitlements for the meeting will be determined as at 5.00pm on Friday, 20
November 2020. 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

If you wish to appoint a proxy, please send your completed proxy forms to:
Online: https://investorcentre.linkmarketservices.co.nz/voting/ALF
Scan & email: meetings@linkmarketservices.com
Delivery: Link Market Services
Level 11 Deloitte Centre
80 Queen Street, Auckland 1010
Mail: Link Market Services
PO Box 91976
Auckland 1142

Voting Restrictions

Elevation Capital Management Limited, Richard Paget Milsom, RPMilsom Investments Limited and
Hopeton Trustee Company Limited, to the extent that they own any Allied Farmers shares, and any
shareholder who is an ‘associated person’ (within the meaning of the NZX Listing Rules (Associated
Persons)) is prohibited from voting on Resolution 1.

Discretionary proxies given to persons who are disqualified from voting on these resolutions (or
Associated Persons of theirs) will not be valid but proxies under express instructions will be accepted.

There are otherwise no voting restrictions applicable to the resolutions in this notice of 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.

This Notice of Meeting has been reviewed by NZX. NZX has confirmed it has no objection to this Notice
of Meeting.


By order of the Board of Directors

Richard Perry


Chairperson

9 November 2020

EXPLANATORY NOTES

In addition to each Resolution set out in the Notice of Meeting, these Explanatory Notes provide the
shareholders with background information concerning the resolutions.

Ordinary Resolution

The resolutions set out in this notice of meeting are ordinary resolutions which require approval by a
simple majority of the votes of those shareholders entitled to vote and voting on the resolution.

Relationship to Market Price

As at 15 October 2020 (being the day before the transactions referred to in the explanatory note for
Resolution 1 were announced on NZX (the Announcement) the closing price of an Allied Farmers share
on the NZX was NZD$0.619.

The proposed share issues under Resolutions 1 and 2 will be undertaken at a price of NZD$0.50 per
share. This represents a discount of 19.2% from the closing market price of a share on the day before
the Announcement. The issue price of the consideration shares placement under Resolution 1 has
been agreed by negotiation with the Vendors and in the Board’s view, is also the level at which the
capital raise Placements and Rights Issue will not only be successful, but enable existing shareholders
to acquire shares in the Rights Issue at the same discounted price paid by the Vendors and the
investors in the capital raise Placements.

Resolution 1: Placement of consideration shares to the owners of New Zealand Rural Land
Management (NZRLM)

Introduction

With Resolution 1, Allied Farmers is asking shareholders to approve the issue of shares to Elevation
Capital Management Limited, Richard Paget Milsom, RPMilsom Investments Limited and Hopeton
Trustee Company Limited (the Vendors), who are the shareholders and owners of NZRLM.

Background

On 15 October 2020, Allied Farmers entered into a conditional sale and purchase agreement with the
Vendors to acquire a 50% interest (Ownership Interest) in a limited partnership to be registered under
the Limited Partnerships Act 2008, namely the New Zealand Rural Land Management Limited
Partnership (NZRLM) (Agreement) and its general partner, New Zealand Rural Land Management
Limited. The Announcement in relation to this transaction and related transactions (discussed below,
the Transactions) can be found at
https://www.nzx.com/announcements/361572.

NZRLM will be the manager for New Zealand Rural Land Company Limited (NZRLC). NZRLC is intending
to raise up to NZD$150 million in a public offer and then apply to have its shares quoted on the NZX
main board in December 2020. NZRLC intends to acquire rural land and lease that land to high quality
farming operators.

The purchase price of the Ownership Interest in NZRLM is NZD$2,500,000.00 (Purchase Price). The
Purchase Price is payable in Allied Farmers shares at an issue price of NZD$0.50 per share. If paid in
full in shares this would equate to 5,000,000 Allied Farmers shares. Whether the price can be fully
paid in Allied Farmers shares will depend on the outcome of the shareholder vote in Resolution 1, and
the number of shares outstanding on the date of issue, because Allied Farmers will issue no more than
20% of its shares to the Vendors, on the assumption that the Vendors do not hold any Allied Farmers
shares. If Allied Farmers did exceed this 20% level, that would cause a breach of the Takeovers Code

unless it has shareholder approval for that issue. For the following reasons, seeking shareholder
approval under the Takeovers Code is seen as an unnecessary expense.

It is expected that, due to Allied Farmers’s capital raising programme that it is has announced,
including the placements for which shareholder approval is being sought and a rights issue, Allied
Farmers will be able to issue all 5,000,000 Allied Farmers shares to the Vendors without the Vendor
holding more than 20% of Allied Farmers’s shares. However the timing of issuances made under
Resolutions 1 and 2 is uncertain at this time, and accordingly Allied Farmers is seeking approval to
issue the shares over a period not exceeding 12 months from the date Resolution 1 is passed. If Allied
Farmers has not issued all 5,000,000 shares to the Vendors by 31 May 2021, the Vendors have the
ability to demand to be paid in cash, and Allied Farmers, based on current circumstances, is able to
pay any shortfall in cash.

The timing of the issuances under Resolutions 1 and 2 is uncertain at this stage because:

(a) the issue of shares to the Vendors depends on the satisfaction of conditions, most
importantly a successful share offering by NZRLC (see description of conditions
below); and

(b) The issue of shares to investors in the placements will depend on identifying and
coming to terms with investors, none of which are known or committed at the time
of this notice of meeting.

Allied Farmers will publicly notify shareholders and NZX through MAP of the placement of any
securities under these resolutions.

Relevant NZX Listing Rules

Unless an exception applies, NZX Listing Rules 4.1.1 and 4.2 provide that Allied Farmers can only issue
shares with approval of shareholders by Ordinary Resolution. One of those exceptions is provided in
NZX Listing Rule 4.1.2(b), which allows Allied Farmers to issue up to 15% of its shares in accordance
with clause 4.5.1 without shareholder approval. 15% of Allied Farmer’s outstanding shares is
2,678,209 shares, which is less than the 5,000,000 shares that would fully satisfy the Purchase Price.
Accordingly shareholder approval is being sought.

The shares to be issued will rank equally in all respects with all other shares on issue in Allied Farmers.

Key Terms and Conditions of Agreement

Completion of the sale and purchase of the Agreement is conditional on, and will not occur unless:

(c) NZRLC raises at least NZD$75 million in its offering;

(d) NZRLM is properly formed and has entered into the management agreement with
NZRLC on terms satisfactory to Allied Farmers;

(e) Allied Farmers and the Vendors have agreed on the final form of the documents for
the Transactions; and

(f) The parties have agreed on the key terms of Allied Farmer’s capital raising.

The directors expect to be able to provide an update on those conditions and the capital raising at or
before the Annual Meeting, but the NZRLC offering is expected to close in December 2020 and issue
of the shares to the Vendors will occur shortly after that.

Allied Farmers has also agreed to provide NZRLC with a convertible loan of up to NZD$375,000 to assist
with its Initial Public Offering costs:

(a) NZD$230,000 has already been paid (in three separate tranches); and

(b) NZD$145,000 to be paid on registration of the NZRLC product disclosure statement
(PDS).

The NZD$375,000 loan will be capitalised into shares in NZRLC. If any amount has not been applied
to costs at the time that the loan agreement is terminated due to the PDS for the NZRLC offer not
being lodged by 31 December 2020 or the offer under the PDS does not close because the offer under
the PDS is withdrawn, the amounts that have not been applied to costs are repayable.

Allied Farmers and the Vendors, as a condition of completion of the Agreement, have agreed to enter
into a call option agreement that gives Allied Farmers the right to acquire the remaining 50 percent of
NZRLM at independent valuation, exercisable two years after completion, with an exercise period of
one year.

On completion of the Transactions, an Allied Farmers director will be appointed to the Board of
NZRLM, and Chris Swasbrook will be appointed to the Board of Allied Farmers.

The Vendors will agree in a restricted security deed not to sell their shares in Allied Farmers as to:

(a) Half of their shares they receive for a period of one year from completion; and

(b) For the remainder of the shares, for a period of two years from completion.

If NZRLC does not acquire rural land, and the shareholders of NZRLC pass a special resolution to place
NZRLC into liquidation, the Vendors must on written request from Allied Farmers transfer back to
Allied Farmers for cancellation all of the shares they each received under the placement for nil
consideration in a deemed reduction of the Purchase Price. Due to the restricted security deed, the
Vendors must be holding their respective Consideration Shares until this obligation expires.

Purpose

The principal purpose for the Transactions is to provide the fuel required to execute on Allied
Farmers’s strategy to invest in the growth of its rural-focused finance business, innovation initiatives,
and investment in digital technologies. As highlighted in Allied Farmers’s recent FY20 financial results
commentary, the intention is to continue to evaluate and potentially invest in profitable and
innovative technologies either by strategic partnership or through direct investment within a
disciplined and ethical investment framework.

Effect if Resolution 1 is passed
If Resolution 1 is passed Allied Farmers will at completion of the Agreement issue the lesser of
5,000,000 shares to the Vendors or such number of shares which will mean that following the issuance
the Vendors will not hold more than 20% of all shares on issue. If less than 5,000,000 shares are issued
Allied Farmers will then look to issue any residual shares to the Vendor at the time that any shares are
issued under Resolution 2 but at all times ensuring that the aggregate percentage holding of the
Vendors does not exceed 20%.

Allied Farmers will also be able to use its placement capacity to make placements to other investors
as part of its capital raising, and discussed further in the explanatory note for Resolution 2.

Effect if Resolution 1 is not passed

If shareholders do not approve Resolution 1, Allied Farmers will still complete the Transactions, but
will need to use placement capacity and cash reserves to pay the Purchase Price and will be
constrained in its future capital raising.

Dilutive Effect

The dilutionary impact of the issue under this resolution is discussed in Appendix 1.

Directors’ recommendation

The directors of Allied Farmers unanimously recommend that the shareholders approve Resolution 1.


Resolution 2: Capital Raising Placements

Introduction

With Resolution 2, Allied Farmers is asking shareholders to approve the issue of up to 10,000,000
shares to investors in one or more placements over the time from the date of the Meeting and within
the next 12 months from shareholder approval.

Background

Independently of the NZRLM transactions, Allied Farmers is planning to undertake a capital raising by
way of placements of 10,000,000 shares at an issue price of NZD$0.50 per share to wholesale investors
who are not directors of Allied Farmers or their Associated Persons (the Placements), preceded by a
1:3 a renounceable rights issue (the Rights Issue).

It is not expected that the proceeds from the capital raise Rights Issue or Placements will be required
to fund the purchase of the NZRLM shares.

Allied Farmers is seeking to raise up to:

(a) ~ NZD$2,975,788 from the Rights Issue at an issue price of NZD$0.50, for a total of
~ 5,951,576 shares; and

(b) NZD$5,000,000 from the Placements at an issue price of NZD$0.50, for a total of
10,000,000 shares; and


The investors in the Placements are likely to be a combination of high net worth persons, family
offices, and institutions, some of whom are interested in investing because Allied Farmers has
conditionally acquired a 50% in NZRLM. Some of these investors may also be investors in NZRLC who
are interested in indirectly owning an equity interest in the manager of NZRLC.

The issue of shares under the Placements may occur at multiple times and within 12 months from the
date of the Meeting.

Allied Farmers currently expects to launch the Rights Issue shortly after the date of this annual
meeting.

The shares to be issued will rank equally in all respects with all other shares on issue in Allied Farmers.

Relevant NZX Listing Rules

Unless an exception applies, NZX Listing Rules 4.1.1 and 4.2 provide that Allied Farmers can only issue
shares with approval of shareholders by Ordinary Resolution.

Under NZX Listing Rules 4.1.1 and 4.2, Allied Farmers is permitted to issue shares with shareholder
approval. If shareholders approve Resolution 2, Allied Farmers will be able authorised to issue
10,000,000 shares in placements to investors over the next 12 months from the date of approval (the
Placements).

In total, Allied Farmers is seeking shareholder approval to issue 10,000,000 shares in aggregate in the
Placements.

Purpose

The principal purpose of the Placements is to invest in the growth of Allied Farmers’s rural-focused
finance business, innovation initiatives, and investment in digital technologies.

Allied Farmers intends to continue to evaluate and potentially invest in profitable and innovative
technologies either by strategic partnership or through direct investment within a disciplined and
ethical investment framework.

For example, Allied Farmers is currently fielding and assessing several investment opportunities to
increase its footprint in the rural sector. Those investment opportunities include a potential joint
venture with an existing finance company for a rural lending business, and several early-stage
initiatives in the rural sector’s innovation space.

Allied Farmers will also continue to provide support to its subsidiary NZ Farmers Livestock Limited for
its continued investment in digital technologies relating to its MyLiveStock platform.

Effect if Resolution 2 is passed

If shareholders pass Resolution 2, Allied Farmers will complete the Placements and will have sufficient
capital to invest in accordance with the purpose outlined above.

Effect if Resolution 2 is not passed

If shareholders do not pass Resolution 2, Allied Farmers will be constrained in implementing its
strategy.

Dilutive Effect

The dilutionary impact of the issue under this resolution is discussed in Appendix 1.

Directors Recommendation

The directors of Allied Farmers unanimously recommend that the shareholders approve Resolution 2.

Resolution 3: Re-appointment and remuneration of auditor

KPMG is automatically re-appointed as auditor of the Company under section 207T of the
Companies Act. Section 207S(a) of the Companies Act provides that the fees and expenses of the
auditor are to be fixed in such a manner as the Company determines at the annual meeting.

The Board proposes that, consistent with commercial practice, the auditor’s fees should be fixed by
the directors. This resolution provides authority for the directors to fix the fees and expenses of the
auditor. For convenience, it is noted that total fees paid to KPMG in the financial year ended 30 June
2020 were NZD$238,000, made up of NZD$165,000 in respect of the audit of the Company’s financial
statements, a further NZD$73,000 in respect of other services.

Directors’ recommendation

The directors of the Company unanimously support the re-appointment of KPMG as auditor of the
Company and recommend that the shareholders approve the resolution.




Appendix 1: Dilutionary impact of Share issues

Resolutions 1 and 2 both involve the issue of equity securities. Assuming that the Resolutions are all
passed and all shares that are authorised for issue under the Resolutions are issued (and paid up, as
applicable), then dilution will occur in respect of the current shareholdings.

Note that Allied Farmers is also expecting to undertake a 1 for 3 rights offer as part of its capital raising
plan. Shareholders who fully participate in that offer will not be further diluted, but shareholders who
do not fully participate will experience further dilution. This dilutionary impact is outlined in the table
below, assuming the maximum number of shares are issued.

* Assuming this is 20% or less of the outstanding shares at the time of issue.
** Assuming rights offer occurs before the placements and that there is full participation in the
rights offer (notwithstanding that the assumption is that the shareholder is not participating).






Current shares on issue 17,854,729
Resolution 1: Shares issued to the Vendors in
the sale and purchase agreement
5,000,000*
Resolution 2: Shares issued in the Placements 10,000,000
Total shares on issue if Resolutions 1 and 2
passed
32,854,729
Example shareholder percentage currently 10%
Example shareholder percentage after
Placements
5.45%
Shares issued in the rights offer** 5,951,576
Total shares on issue after placements and rights
offer
38,806,305
Example shareholder percentage after
placements and rights offer
4.6%

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CSN/Holder Number: «Holding_No»

*«Barcode»*

PROXY FORM/ADMISSION CARD - ALLIED FARMERS LIMITED ANNUAL MEETING 2020
The Annual Meeting of Allied Farmers Limited will be held on Tuesday 24 November 2020 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 11:00am on Friday, 20 November 2020.
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.

Voting Restrictions
Elevation Capital Management Limited, Richard Paget Milsom, RPMilsom Investments Limited and Hopeton Trustee Company Limited, to the
extent that they own any Allied Farmers shares, and any shareholder who is an ‘associated person’ (within the meaning of the NZX Listing
Rules (Associated Persons)) is prohibited on voting on Resolution 1.

Discretionary proxies given to persons who are disqualified from voting on these resolutions (or Associated Persons of theirs) will not be valid
but proxies under express instructions will be accepted.

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, either of the joint shareholders (or their duly authorised Attorney) may sign the Proxy Form


LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/ALF

Scan & email:
meetings@linkmarketservices.com
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.com

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).

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 24 November 2020 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 ordinary resolutions:
Tick () in box to vote


For Against Abstain Discretion
1.
That, under Listing Rule 4.2.1(a) (Shareholder approval for issues by ordinary Resolution), the
Company is authorised to issue Elevation Capital Management Limited, Richard Paget Milsom,
RPMilsom Investments Limited and Hopeton Trustee Company Limited up to 5,000,000 shares
in the 12 month period commencing from the date this resolution is passed at an issue price of
NZD$0.50 per share as consideration of, and payment for, 50% of the securities in New Zealand
Rural Land Management Limited Partnership and its general partner.
   
2.
That the Company is authorised to issue shares to investors under Listing Rule 4.2.1(a)
(Shareholder approval for issues by Ordinary Resolution) within 12 months of the date of the
meeting for an issue price of $0.50 per share and in an aggregate number of up to 10,000,000
shares (and in any event not to directors of Allied Farmers or associated persons, within the
meaning of the NZX Listing Rules, of such directors) and otherwise on the basis described in
the Notice of Meeting.
   
3.
That the re-appointment of KPMG as the auditor of the Company be recorded and the Directors
be authorised to fix the auditor’s remuneration 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 SHAREHOLDER(S) This section must be completed

Signed this day of 2020


Signature
this must be completed

Contact Name: Daytime contact number:

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