Annual Meeting – Chair Speech and Presentation Slides

24 November 2022
Allied Farmers Chair Address for Annual Shareholder Meeting (ASM)
Thank you for attending this virtual Allied Farmers ASM today.
It is with great sadness that I acknowledge the passing of Mark Franklin on 12 November. Mark was a highly experienced and
principled businessman, and he will be greatly missed by all the entities he chaired and contributed to. He will certainly be missed
around our board table. Our thoughts and condolences are with his family at this difficult time.
At the 2021 Annual Meeting we described our vision to grow earnings through careful oversight of our investments, and
leveraging our strengthening financial position to execute on attractive new opportunities.
The contribution of both New Zealand Rural Land Management (NZRLM) and New Zealand Farmers Livestock (NZFL)
enabled Allied Farmers to report net profit after tax attributable to Allied Farmers’ shareholders of $2.87 million, which was a
+42% increase from FY2021, which in turn was a +163% increase from FY2020. Undoubtedly these have been two years of
outstanding growth, and I wish to thank and acknowledge the efforts of our NZRLM and NZFL teams on delivering these results.
During the year, in a strategic shift Allied Farmers decided to wind down Rural Funding SolutioNZ Limited, and enter into - via
New Zealand Farmers Livestock Finance Limited (NZFLFL) - a referral agreement with Heartland Bank. As a result, NZFL no
longer takes credit or compliance risk on these loans. This agreement has provided increased scope to facilitate livestock lending
with the backing of a specialist and sophisticated lender in Heartland.
In September 2021, we repaid a $1 million bond eliminating all debt at the parent company level.
Today, the group has no net debt and Allied Farmers (the parent co.) has ~$1 million in cash. NZFL has only seasonal funding
lines which are repaid at the end of each season. At present, Allied Farmers (and the management of NZFL) are assessing the
exact levels of working capital that NZFL requires to further optimise the NZFL balance sheet.
During the past financial year most of the distributions from NZFL have been reinvested in New Zealand Rural Land Company
(NZL.NZX) capital raisings. The Allied Farmers Board has supported these capital raisings not only because it considers them
to be an attractive stand-alone rural sector investment, but also because it is important for the Manager to have a clear and
transparent alignment of interest with the underlying investors in NZL.
Allied Farmers currently owns 4.2 million NZL shares (~3.63% of NZL shares on issue).
We also implemented several initiatives throughout the year to reduce corporate costs, including a significantly smaller Board,
ceasing unnecessary IT spend, reduced professional services spend, disestablishment of the Allied Farmers’ CEO role, and lower
recurring consulting fees. The full benefit of these cost reductions will appear in FY2023.
Similarly to FY2021, the Board has decided to not pay a dividend for the FY2022 financial year. The Company continues to
utilise tax losses which currently total $36,288,403 and therefore paying unimputed dividends does not make sense. The Board
strongly believes that in the short term, retaining and redeploying earnings is in shareholders’ best interests.

In this regard, the Independent Directors – Philip Luscombe and Shelley Ruha - have, with the assistance of an expert external
advisor in Northington Partners, determined that it is in Allied Farmers’ best interests to exercise its Call Option to acquire the 50%
of NZ Rural Land Management (NZRLM) it does not already own. This option becomes available for exercise from 18 December
2022, and is open for exercise for a period of one year.
By way of background, when Allied Farmers exercises its Call Option:
• The five individual sellers of NZ Rural Land Management shares – “Vendors” – on receipt of notice of exercise of the Call
Option, can ask for the purchase price to be either paid in cash, or in Allied Farmers shares at the 20-business day volume
weighted average price over the period immediately preceding a market announcement of the exercise (“VWAP”);
• Individual Vendors cannot ask for a mixture of cash and shares, but some Vendors may ask for all cash, and some may ask
for all Allied Farmers shares;
• Only if a Vendor asks to be paid in cash, Allied Farmers can opt instead to pay that Vendor in shares, but at a 10% discount
to the VWAP.
Allied Farmers at this stage does not anticipate a need to raise capital to fund this acquisition if it proceeds, albeit this is subject to
the final notification received from each of the Vendors as to their preferences. We will of course keep shareholders updated as
this matter progresses.
Given that this would be a material transaction with related parties, during the first quarter of 2023 Allied Farmers will need to
obtain Independent Advisors Report (IAR) and seek approval from those shareholders that are not interested in the transaction at
a Special Shareholders Meeting.
If you would like to ask any questions of the Independent Directors on their basis for determining the exercise of the options, both
Philip and Shelley would be happy to answer those during the Shareholder Discussion part of this meeting.
On behalf of the Board,
Chris Swasbrook
Chairman

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ANNUAL SHAREHOLDER MEETING
24 November 2022
1

1. Chair’s Introduction
2. Presentation to Shareholders
3. Shareholder Discussion
4. Resolutions
Agenda
2

A Tribute to Mark Franklin
• Mark Franklin sadly passed away on 12 November 2022.
• Mark joined the Board as Independent Chair of Allied Farmers on 28 October 2021.
• He was a highly experienced & principal businessman and he made a significant contribution to Allied Farmers and its investee
companies NZFL & NZRLM.
• We are grateful for the contribution he made to Allied Farmers and will greatly miss his insightfulness & wisdom.
3

History
• Allied Farmers has a history that dates back to 1889 when the Egmont Agricultural & Pastoral Association established a stock &
station company - The Egmont Farmers Union Limited.
• You can learn more about Allied Farmers History on our new website: www.alliedfarmers.co.nz/#history
• There is also a link to the book “Too Old To Be Secrets Now - A History Of Allied Farmers Limited” by Russell A.J. Standing.
• We have commissioned Mr. Standing to update this book for the Company’s 135 year anniversary in 2024.
4

FY 2022 Result Commentary
Five Year Earnings Summary:
Financial Year Ending 30 JuneFY 2022FY 2021FY 2020FY 2019FY 2018
Allied Farmers Net Profit After Tax (NPAT)
- attributable to Allied Farmers shareholders - $ 000’s
2,8762,0217671,2581, 535
Allied Farmers Earnings Per Share – cents per share9.988.574.307.589 . 51
Allied Farmers Dividend Per Share – cents per share--1.22.02.0
Comprising:
NZFL incl. Finance - earnings attributable to Allied Farmers
shareholders* - $ 000’s
1, 7221, 3701,1751, 76 41,663
NZRLM - earnings attributable to Allied Farmers shareholders
- $ 000’s
1, 6241 ,15 2---
Asset Management (Legacy Finance Co’s) - $ 000’s----449
Allied Farmers Holding Co (Parent)** - $ 000’s(470)(501)(408)(506)(577)
Allied Farmers NPAT - attributable to Allied Farmers shareholders
- $ 000’s
2,8762,0217671,2581, 535
• Allied Farmers reported a Net Profit After Tax (NPAT) of $2.876 mln in FY 2022 vs. $2.021mln in FY 2021.
• The result reflected improved performances from (i) New Zealand Farmers Livestock (NZFL) driven by the Farmers Meat Export
(FMEL) division, and (ii) New Zealand Rural Land Management (NZRLM), driven by the continued growth of the NZX-listed New
Zealand Rural Land Company (NZL.NZX).
• Corporate costs were reduced and business risk was further reduced by winding down Rural Funding SolutioNZ (RFS).
* Recognises Allied Farmers’ 67.1% NZFL ownership and 52% Redshaw Livestock ownership.
** In FY 2022 from Parent Operations costs of $699,000 (FY 2021: $812,000) disclosed in Note A1 of the Financial Statements, deferred tax benefits arising from tax losses and refunds are deducted.
5

FY 2022 - NZRLM Result Commentary
• New Zealand Rural Land Management (NZRLM) is the external manager of the NZX-listed New Zealand Rural Land Company
(NZL.NZX).
• Allied Farmers currently owns 50% of NZRLM.
• In FY2022, NZRLM delivered earnings to Allied Farmers of $1.624 mln. This was an increase from $1.152 mln in FY2021.
• NZRLM has been a great investment for Allied Farmers to date (initial cost for 50% was $2.50 mln - paid in shares).
• New Zealand Rural Land Company (NZL) as at 30 June 2022 had acquired ~$289 mln in rural land assets since its listing on 21
December 2020, comprised primarily of 11,710 ha of premium pastoral land in the South Island.
• These acquistions have exceeded the expections in terms of the yield achieved and also the underlying asset value growth that
NZL has reported.
• NZL’s NAV per share increased by +18.6% from $1.397 to $1.656 per share in FY2022.
• NZRLM is remunerated as the Manager of NZL as follows:
(i) a Management Fee of 0.50% per annum of Net Asset Value;
(ii) a 1.25% Transaction Fee on the acquisition/divestment of assets for NZL (the Manager pays all costs associated with such
transactions - excl. any additional legal and other advice that the NZL Board seeks); and,
(iii) a Performance Fee of 10% of the growth in NAV annually. This performance fee is paid in shares at NAV at balance date.
• Allied Farmers was issued 1,249,874 shares at $1.6462 per share to satisfy the performance fee for FY2022 (581,581 shares at
$1.3968 in FY2021). 50% of these shares are restricted (escrowed) for 5 years from the date of issuance.
• The clear and transparent alignment of interest built into the fee structure is critical to the success of both NZL and NZRLM in the
future.
6

FY 2022 - NZFL Result Commentary
• NZFL result benefited from a vastly improved contribution by Farmers Meat Export (FMEL).
• The Livestock Agency business had a mixed year with dairy herd sales a highlight.
• Livestock Finance continued its growth enhanced by the implementation of a referral agreement with Heartland Bank. This
clearly derisked and strengthened NZFL’s balance sheet and provides NZFL greater capacity (via Heartland) for clients to
borrow.
• MyLivestock online auction platform continued to increase its user base.
• NZFL ended the year with no net debt.
7

FY 2022 Tax Loss Update
• Allied Farmers has tax losses which relate to its previous finance company investments.
• As at 30 June 2022 the Company has tax losses that amount to $36,288,403.
• We have recently obtained updated advice from Deloitte on our tax loss position & continue to work with them on the total
tax loss position.
Allied Farmers Available Tax Losses (2018 - 2022)
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
$45,000,000
$50,000,000
30-Jun-1830-Jun-1930-Jun-2030-Jun-2130-Jun-22
8

Group Structure
( 6 7.1
%
)(50.0
%
)
• Allied Farmers full corporate structure is detailed in the Appendices.
• The Directors are looking to amalgamate legacy companies to simplify the corporate structure in FY2023 and are
working with Deloitte at present on this matter alongside the Company’s tax loss position.
9

Governance Structure
Philip Luscombe
Independent Director
Christopher Swasbrook
Chair
Shelley Ruha
Independent Director
Philip was appointed a Director of Allied Farmers Limited in
December 2005 and is Chair of New Zealand Farmers Livestock
Limited. As a former Agricultural Research Scientist, and with a
broad farming background, he has extensive experience in the
agricultural sector.
He is a shareholder and Chair of the Argyll Dairy Farm group of
farms in Otago, a partner in the family dairy farm in Taranaki,
and has interests in farm forestry. He is a trustee of The Massey-
Lincoln and Agricultural Industry Trust, and is an Independent
Director of dairy farming business, Te Rua O Te Moko Limited.
He is a former director of PKW Farms Ltd, Kiwi Cooperative
Dairies Limited, Kiwi Milk Products Limited, Dairy Insight, Dexcel,
and NZAEL Limited. Mr Luscombe is an independent director. He
has the following qualifications: BAgSci(Hons).
Chris is one of the founders and directors of New Zealand Rural
Land Management and NZX-listed New Zealand Rural Land
Company. He is also the founder and managing director of
Elevation Capital Management Limited.
He was previously a Partner of Goldman Sachs JBWere Pty,
co-head of institutional equities at Goldman Sachs JBWere
(NZ) and a foundation broker of the New Zealand Exchange
(“NZX”). Before that he was an Individual Full Member of the
NZ Stock Exchange (“NZSE”). He has been a board member
of the Financial Markets Authority since 2019, the NZX Listing
Sub-Committee since 2008, a member of the NZ Markets
Disciplinary Tribunal since 2013 and an Advisory Board Member
of the Auckland Art Gallery Toi o Tamaki. He is also a director of
Bethunes Investments Limited and Swimtastic Limited.
Chris Swasbrook is not an independent director as he is an
Associated Person of an Allied Farmers’s Substantial Product
Holder.
Shelley is a Company Director and Investor with 30 years’
experience across a variety of industries. Current directorships
include Heartland Bank, Hobson Wealth, Partners Life, ASX listed
9 Spokes, and Chair of TaxGift. Previous directorships include
Paymark, JB Were and The Icehouse.
In Shelley’s executive career she led large, complex businesses
in New Zealand, including P&L accountability for businesses with
revenues over $1bn and 1,200 employees; and in disciplines
including Technology, Operations, Product, Property and
Procurement.
10

•Shelley Ruha appointed to the Board on 9 November 2022.
•Allied Farmers has no net debt at a Company and Group level and is in a net cash position of ~$1.0 mln at present.
•Allied Farmers expects continued distributions from NZFL and is working with the NZFL management team to optimise its working
capital requirements.
•The Directors of Allied Farmers are in agreement that no dividends will be paid while tax losses are still being utilised. The most
likely mechanism of capital returns in the future will be buybacks.
•The most important matter ahead for Allied Farmers for FY2023 is the NZRLM Call Option which becomes available for exercise
on 18 December 2022.
•The Independent Directors have received an indicative understanding of NZRLM’s value from PwC and advice from Northington
Partners. Having considered this, the Independent Directors advise they intend to exercise the Call Option on 18 December 2022.
•The Independent Directors do not expect Allied Farmers will need to raise any capital to fully exercise the Call Option.
•As detailed in the Chair address when Allied exerises the Call Option:
- The five individual sellers of NZ Rural Land Management shares – “Vendors” – on receipt of notice of exercise of the Call
Option, can ask for the purchase price to be either paid in cash, or in Allied shares at the 20-business day volume weighted
average price over the period immediately preceding a market announcement of the exercise (“VWAP”);
- Individual Vendors cannot ask for a mixture of cash and shares, but some Vendors may ask for all cash, and some may ask for
all Allied shares;
- Only if a Vendor asks to be paid in cash, Allied can opt instead to pay that Vendor in shares, but at a 10% discount to the
VWAP.
•This will be a major transaction with related parties and Allied Farmers will need to obtain an Independent Advisor Report and seek
approval from shareholders not interested in the transaction at a Special Shareholder Meeting anticipated to be held in Q1 2023.
FY 2023 Operational Update
11

FY 2023 Operational Update
• On 21 October 2022, NZL announced the acquisition of a $63 mln forestry estate located in the Manawatū-Whanganui region in the
North Island. The estate comprises five properties with a total area of approximately 2,400 hectares.
• The settlement date for the acquisition is 15 April 2023 with the entire estate to be leased to New Zealand Forest Leasing for a period
of 20 years.
• NZL continues to have a very strong pipeline of assets, focus is now on broadening the shareholder base (particularly internationally)
to facilitate future growth with only ~23% of NZL’s register held by offshore investors at present, with 49.9% permitted foreign
ownership.
• Livestock Agency has had a slower start to the year.
• FMEL has had another strong year and we are just waiting for the inventory to sell through to close out the season.
• Finance book continues to grow now at ~$6.6 mln.
• Management working on optimising working capital which should see a capital return to NZFL shareholders in FY2023.
• MyLivestock will remain a focus for investment and future growth as penetration of online auctions continues to grow.
• Health & Safety + Animal Warefare remain a priority for Management.
12

Resolutions & Other Business:
Resolution #1:
Director re-election: That Philip Luscombe be re-elected as a Director of the Company.
Resolution #2: Director re-election: That Shelley Ruha be re-elected as a Director of the Company.
Resolution #3: Auditor’s fees: That the re-appointment of RSM Hayes Audit as the auditor of the Company be
recorded and the Directors be authorised to fix the auditor’s remuneration for the ensuing year.
Other Business: To consider any other matters that may lawfully be considered at the Meeting.
ASM Resolutions
13

ASM Proxy Votes
14

Appendices
Appendix #1: Allied Farmers Full Corporate Structure - as at 24 November 2022 - Pre Amalgamations
15

Appendix #1: Allied Farmers Full Corporate Structure - as at
24 November 2022 - Pre Amalgamations
Allied Farmers
(New Zealand)
Ltd.
ALF Nominees
Ltd.
NZ Rural Land
Management GP Ltd.
(50%)
NZ Rural Land
Management Limited
Partnership (50%)
Allied Farmers
Rural Ltd.
Rural Funding
SolutioNZ
Limited
NZ Farmers
Livestock Ltd.
(67.1%)
Clearwater Hotel
2004 Ltd.
QWF Holdings
Ltd.
Lifestyle of New
Zealand
Queenstown Ltd.
LONZ 2008 Ltd.
LONZ 2008
Holdings Ltd.
Allied Farmers
Property
Holdings Ltd.
UFL Lakeview
Ltd.
5M No 2 Ltd.
NZ Farmers
Livestock
Finance Ltd.
Saleyard
Management
Limited (33%)
Redshaw
Livestock Limited
(52%)
Farmers Meat
Export Ltd.
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www.alliedfarmers.co.nz
17