Notice of Special Meeting

104347.1 - 2011473.5
7 June 2024

Important: Notice of Meeting and Request for Support – Proposed Constitutional
Amendments to Preserve Tax Losses

Dear Shareholders,
I am writing to you regarding an important Resolution at our upcoming Special Meeting,
scheduled to be held online-only on Thursday 11 July 2024 at 11:00am. The Resolution seeks
your approval to amend our constitution to assist in the preservation of our approximately
$186 million of tax losses.

Your Board supports the constitutional amendments and strongly recommends that
you vote in favour of the Resolution.

The attached Notice of Meeting sets out the reasons we are seeking your approval to amend
our constitution.

In summary, during FY23 we obtained an Inland Revenue ruling that recognised the tax
losses the Allied Group had incurred. This significantly increased the losses we previously
believed were available, and those losses now represent an approximate 8 times multiple of
our market capitalisation as at 6 June 2024, being the date immediately preceding the date
of this Notice of Meeting. If future taxable profits are available to use those tax losses, their
value is approximately double our market capitalisation as at 6 June 2024, being the date
immediately preceding the date of this Notice of Meeting.

However, our ability to utilise those tax losses is dependent on continuing to satisfy a
“shareholder continuity” test.

The constitutional amendments are intended to significantly strengthen our ability to restrict
share transfers that could cause a breach of shareholder continuity. Broadly, the
amendments restrict persons from holding a relevant interest
1
in 5% or more of our shares.

1
In broad terms, a person has a ‘relevant interest’ in a share if the person (a) is the registered
holder or beneficial owner of the share; or (b) has the power to exercise, or control the exercise
of, a right to vote attached to the share or has the power to acquire or dispose of, or to control
the acquisition or disposition of, that share. A person may also have a ‘relevant interest’ in a share

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There are limited exceptions for persons who already hold a relevant interest in 5% or more
of our shares, share issues or transfers under employee share purchase schemes,
transactions permitted under the Takeovers Code and holdings of corporate
trustees/nominees.

NZ RegCo has granted approval to the transfer restrictions, and a waiver in relation to the
suspension of voting rights attaching to shares affected by the restrictions, that form part of
the constitutional amendments.

This cover letter is not a complete discussion of the constitutional amendments, and
accordingly I encourage you to read the enclosed Notice of Meeting, including the explanatory
notes, to understand the detail of these amendments the Board is proposing to the
constitution.

The Board is acutely conscious of the risk of loss of a significant asset arising from a failure
to maintain shareholder continuity, and we look forward to your vote in support of the
Resolution.

Shelley Ruha
Chair



















to which another person has a ‘relevant interest’ depending on the nature of the relationship
between them.

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104347.1 - 2017388.2

Allied Farmers Limited
Notice of Special Meeting of Shareholders
Notice is given that a special meeting of shareholders of Allied Farmers Limited (“ALF” or the “Company”) will
be held at 11:00am on Thursday 11 July 2024 via the Virtual Meeting Platform (“Meeting”). The Meeting will be
an online-only meeting, meaning that shareholders of the Company (“Shareholders”) will not be able to attend
the meeting in person, but will be able to:
• attend and participate at the meeting virtually via the Virtual Meeting Platform provided by the
Company’s share registrar, MUFG Corporate Markets (formally Link Market Services), at
www.virtualmeeting.co.nz/alfsm24; or
• participate in the meeting by proxy.
Further details on how to do so are set out in this Notice of Meeting and the Virtual Meeting Online Portal Guide
filed on the market announcement platform of the NZX and available on the Company’s website
(www.alliedfarmers.co.nz).
The Board has determined that, due to the very low level of Shareholder turnout at previous in-person meetings,
the additional costs of holding an in-person or hybrid meeting significantly outweigh the potential benefits. The
Board appreciates the support and understanding of our Shareholders regarding these arrangements and
encourages all Shareholders to participate in the Meeting online and ask any questions either ahead of time (see
details below) or during the Meeting online.
AGENDA
1. Chair’s Introduction
2. Special Resolution
To consider, and if thought fit, to pass the following special resolution (“Resolution”):
“That the Company’s constitution be amended, with effect on a date to be determined by the
Board, in the manner summarised in this Notice of Meeting (the specific amendments being
in the form to be tabled at the Meeting and signed by the Chair of the Meeting for the
purposes of identification).”
Refer to the Explanatory Notes on page 4 for further details on the Resolution.
3. General Business
To consider any other matter that may properly be brought before the Meeting.
By Order of the Board of Directors

Shelley Ruha
7 June 2024

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Pg. 2
PROCEDURAL NOTES
Voting Entitlements
Voting entitlements of the Meeting will be determined with reference to the Company’s share register as at
5:00pm NZT on Tuesday 9 July 2024 (“Record Date”). Only those persons who are registered Shareholders on
the Record Date will be entitled to attend and vote at the Meeting.
Online Meeting
All Shareholders will have the opportunity to attend and participate in the Meeting online via an internet
connection using the Virtual Meeting Platform at www.virtualmeeting.co.nz/alfsm24. Shareholders will require a
CSN/Holder Number for verification purposes. Shareholders attending and participating in the Meeting will be
able to vote and ask questions during the Meeting. The Company strongly recommends that shareholders log in
to the online portal at least 15 minutes prior to the scheduled start time for the meeting.
More information regarding online attendance at the Meeting (including how to vote and ask questions during
the Meeting) is available in the Virtual Meeting Online Portal Guide, which is available at:
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
The Company also offers the facility for Shareholders to submit questions to the Board in advance of the Meeting
at https://investorcentre.linkgroup.nz/voting/ALF, or by using the Voting Form.
Proxy vote
Shareholders may attend online and vote at the Meeting or may appoint a proxy (who need not be a Shareholder)
to attend online and vote on their behalf by completing and returning the enclosed Voting Form. If you return the
Voting Form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she
thinks fit or abstain from voting.
Shelley Ruha, as Chair of the Meeting, is willing to act as proxy for any Shareholder who may wish to appoint her
for that purpose, and she intends to vote for the Resolution where she is given a “Proxy Discretion”. All
Shareholders wishing to appoint the Chair as proxy should clearly indicate on their Voting Form whether they
wish to direct the Chair to vote for or against, or to abstain from voting on, the Resolution.
If you do not name a person as your proxy (but have completed the Voting Form in full) or your named proxy
does not attend the meeting, the Chair will be appointed your proxy and will vote in accordance with your express
direction.
A company that is a Shareholder may appoint a representative to attend the Meeting on its behalf in the same
manner as it may appoint a proxy.
Shareholders wishing to appoint a proxy (or representative) must complete and send the Voting Form so that it is
received by MUFG Corporate Markets no later than 11:00am on Tuesday 9 July 2024.
To appoint your proxy and vote please go to the MUFG Corporate Markets website at:
https://investorcentre.linkgroup.nz/voting/ALF.
You will require your CSN/Holder number to successfully validate your holding. Follow the prompts if you wish
to appoint a proxy and, if desired, to provide voting instructions to your proxy. A Shareholder will be taken to
have signed the Voting Form by lodging it in accordance with the instructions on the website.

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Alternatively, please complete and sign the enclosed Voting Form and return it in one of the following manners:
Mail: If mailing from within New Zealand, please place in the reply-paid envelope provided. If
mailing from outside New Zealand please place in the pre-addressed envelope, affix the
postage from the country of mailing and post to MUFG Corporate Markets, PO Box 91976,
Victoria Street West, Auckland 1142, New Zealand.
Deliver: MUFG Corporate Markets, Level 30 PwC Tower, 15 Customs Street West, Auckland, New
Zealand.
Scan & email: meetings@linkmarketservices.com
Resolution
The Resolution is a special resolution.
A special resolution is a resolution approved by a majority of 75% of the votes of those Shareholders entitled to
vote and voting on the resolution in person or by proxy.
Voting Restrictions
There are no voting restrictions applicable to the Resolution.
Shareholder questions
Shareholders attending the Meeting will be given the opportunity to raise questions during the Meeting.
Shareholders may also submit written questions on the bottom of the Voting Form.
Alternatively written questions can be sent:
• online at https://investorcentre.linkgroup.nz/voting/ALF; or
• by email to meetings@linkmarketservices.com.

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EXPLANATORY NOTES
The Company is seeking shareholder approval to certain amendments to its constitution that are designed to
preserve the significant value in the Company’s available tax losses.
The proposed amendments are summarised in these Explanatory Notes and the specific amendments will be
tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification (the
“Constitutional Amendments”). A copy of the Company’s constitution with the proposed Constitutional
Amendments shown by way of mark-up is available on the Company’s website (at www.alliedfarmers.co.nz).
The Board supports the Constitutional Amendments and strongly recommends that shareholders
vote in favour of the Resolution.
If you have any questions regarding the Constitutional Amendments, please do not hesitate to contact Ross
O’Neill (Legal Counsel & Company Secretary) at Ross.O’Neill@alliedfarmers.co.nz.
Background
The Company has a valuable tax loss asset. During FY23, the Company obtained a Private Ruling from Inland
Revenue that significantly increased the available tax losses. As a result of the Ruling, the Company had unused
tax losses as at 30 June 2023 of approximately $186 million. This is an approximate 8 times multiple of the
Company’s market capitalisation as at 6 June 2024, being the date immediately preceding the date of this Notice
of Meeting. If future taxable profits are available to use those tax losses, their value to the Company and its
shareholders is approximately double the market capitalisation of the Company as at 6 June 2024, being the date
immediately preceding the date of this Notice of Meeting.
Those tax losses belong to the Company and its subsidiaries (the “Group”).
The Group’s ability to utilise those tax losses is dependent on it meeting shareholder continuity requirements
under the Income Tax Act 2007. Given the age of the tax losses, the Group is not able to rely on the business
continuity test to carry forward those tax losses.
In general terms, under the shareholder continuity test for the carry forward of tax losses, the Group will be able
to carry the unused losses forward if at least 49% of the Company’s voting shares are treated as being held by the
same shareholders from when the loss arose up until (and including) the year in which the Group uses the losses.
Generally, a company is allowed to treat all of the shares held by shareholders with voting interests of less than
10% as being held by a ‘notional single person’ for the purposes of testing shareholder continuity. However off-
market transfers of shares between persons not associated with the Company with 5% or more voting interests in
the Company (or on-market transfers between persons with 10% or more voting interests) that are known (or
could reasonably be known) by the Board to not meet the continuity requirements can give rise to a breach of
shareholder continuity.
The Board is acutely conscious of the risk of loss of a significant asset arising from a failure to maintain
shareholder continuity. Accordingly, the Board believes it is now appropriate to update its constitution, through
the adoption of the Constitutional Amendments, to protect the Company’s tax loss asset for the benefit of all
shareholders. The Constitutional Amendments, discussed further below, are intended to significantly strengthen
the Company’s ability to restrict share transfers that could cause a breach of shareholder continuity.

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Broadly, the Constitutional Amendments introduce restrictions on any person having a ‘relevant interest’ (as
defined in the Financial Markets Conduct Act 2013)
1
in shares that comprises or exceeds 5% of shares in the
Company, subject to limited exceptions described below (the “Ownership Threshold”).
The Constitutional Amendments will not guarantee that the necessary shareholder continuity to preserve the
Group’s tax losses is maintained, as the shareholder continuity rules under the Income Tax Act measure
continuity of ‘voting interests’ and ‘market value interests’ (as defined under the Income Tax Act), as opposed to
continuity of relevant interests (as defined in the Financial Markets Conduct Act). However, those concepts share
a high degree of overlap and the Company considers that basing the Constitutional Amendments on relevant
interests presents the Company with the best opportunity in practice to minimise the risk of loss of shareholder
continuity and resultant forfeiture of all or part of its tax loss asset. This is because unlike the technical concepts
of voting interests and market value interests (which could be difficult for an investor to understand in order to
then comply with), the relevant interest concept is commonly understood among investors and other market
participants as there is already an obligation at law on persons to publicly disclose the acquisition of a 5% or more
relevant interest in the Company or any other NZX-listed issuer.
Overview of the proposed Constitutional Amendments
Restrictions on transfer
In order to ensure that a person does not breach the Ownership Threshold, the Constitutional Amendments
provide for the following restrictions:
(a) Limitation on issue, acquisition and redemption of shares: The Company must not issue,
acquire or redeem any shares if the Company has actual knowledge that such issue, acquisition or
redemption would result in a person breaching the Ownership Threshold.
(clause 5 of the proposed new schedule 3 to the constitution)
(b) Refusal to register share transfers: The Board must decline to register a transfer of shares if the
Board knows or believes that the transfer of those shares will or is likely to result in any person
breaching the Ownership Threshold.
(clause 8 of the proposed new schedule 3 to the constitution)
Effect of exceeding the Ownership Threshold
If a person does breach the Ownership Threshold, the Constitutional Amendments provide the following:
(a) Automatic suspension of voting rights attaching to ‘Affected Shares’: The Shareholder of
any shares in which a person has a relevant interest in excess of the Ownership Threshold (“Affected
Shares”) will not be entitled to exercise the votes attached to those Affected Shares at any meeting of
shareholders. Any such vote cast will be disregarded. This suspension of voting rights will be automatic
with effect from the point in time immediately prior to that person breaching the Ownership Threshold
and will not be dependent on the Board having first made a determination that shares are Affected
Shares. However, nothing will prevent the Shareholder from attending a shareholder meeting and a

1
In broad terms, a person has a ‘relevant interest’ in a share if the person (a) is the registered holder or beneficial owner of
the share; or (b) has the power to exercise, or control the exercise of, a right to vote attached to the share or has the power to
acquire or dispose of, or to control the acquisition or disposition of, that share. A person may also have a ‘relevant interest’
in a share to which another person has a ‘relevant interest’ depending on the nature of the relationship between them.

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resolution passed at a meeting will not be invalid where votes exercised in breach of the voting
restriction were counted by the Company in good faith and without knowledge of the breach. The
suspension of voting rights attaching to Affected Shares will continue until those shares or relevant
interest(s) in those shares are disposed of such that those shares cease to be Affected Shares.
(clauses 10 and 14 of the proposed new schedule 3 to the constitution)
(b) Disposal of Affected Shares: Any Shareholder that holds shares which the Board has determined
to be Affected Shares (see below for further details as to when the Board can determine that shares are
Affected Shares) will be required to dispose of shares or relevant interest(s) in shares such that the
Affected Shares cease to be Affected Shares. This disposal must take place within 20 working days of
the Board making the determination that the relevant shares are Affected Shares. The Board will also
have the ability to sell any Affected Shares on behalf of a shareholder (in a manner first approved by
NZX) if the Board is not satisfied that those Affected Shares have ceased to be Affected Shares within
that 20 working day period.
(clause 13 of the proposed new schedule 3 to the constitution)
Ascertaining whether a breach has occurred
To ensure that the Company can monitor for potential breaches of the Ownership Threshold, the Constitutional
Amendments provide that:
(a) the Company may require a Shareholder to provide it with a statutory declaration (or other evidence
required by the Board) if the Board knows or believes that a person is, or may be, in breach of the
Ownership Threshold. That statutory declaration is required to include, where applicable, details of all
persons who have a relevant interest in any shares held by that Shareholder;
(b) if a Shareholder fails to provide the necessary information to the Company, the Board can (by giving
notice to that Shareholder) deem any shares held by that Shareholder to be Affected Shares from the
time at which the Board believes a breach of the Ownership Threshold may have occurred until that
Shareholder complies with the Company’s request for information and the Board is otherwise satisfied
that the shares are not in fact Affected Shares; and
(c) if the Board is of the opinion that the information received from a Shareholder, or any other
information held or known to the Board, reveals that any person has a relevant interest in breach of the
Ownership Threshold in the shares of a particular Shareholder, the Company must make a
determination on the matter, including as to whether any of the shares of the particular Shareholder
are Affected Shares. The Company must give that Shareholder the opportunity make representations
to the Company before it makes a determination on these matters.
(clauses 3, 11 and 12 of the proposed new schedule 3 to the constitution)
Exceptions
The Constitutional Amendments contain various exceptions to the restrictions which are designed to ensure that
persons’ existing holdings are not unfairly prejudiced by the Constitutional Amendments, permit the Company to
continue to incentivise its employees under employee share purchase schemes, permit takeover transactions and
exempt certain relevant interests held by trustee corporations and nominee companies. Further details regarding
each those exceptions are set out below:

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(a) Existing holdings of 5% or more: The Constitutional Amendments contain an exception for
persons with existing relevant interests in 5% or more of shares in the Company, given any impact on
shareholder continuity of those holdings will have already occurred. Those persons’ holdings will
effectively be grandfathered at the percentage of shares in which they had a relevant interest at the
time the Constitutional Amendments are first announced to the market (the “Effective Time”). That
is, any such person will not be required to reduce their relevant interest below 5% of shares, but will
not be permitted to increase their relevant interest in shares while it remains at or above 5% of shares
(except where it has reduced as a result of an issue of shares by the Company, other than under a pro-
rata offer of shares to shareholders). According to public disclosures, there are two persons with
relevant interests in 5% or more of the Company’s shares as at the Effective Time:
(i) Richard Milsom, the Company’s managing director (who holds 15.8% of the Company’s shares);
and
(ii) WAF Limited (which holds 19.99% of the Company’s shares).
(definitions of “Effective Time Holding” and “Breach the Ownership Threshold” in clause 1 of the
proposed new schedule 3 to the constitution)
(b) Exception for employee share purchase schemes
(i) The Company operates a long-term incentive plan under which it grants performance rights to
certain employees (the “LTIP”). Each performance right entitles the participant to receive one
ordinary share in the Company (subject to the satisfaction of certain vesting conditions). Mr
Milsom, the Company’s managing director, is currently the only LTIP participant and he holds
144,032 performance rights under the LTIP at the Effective Time.
(ii) The Constitutional Amendments contain an exception to allow persons to have a relevant
interest in 5% or more of shares as a result of:
(i) an issue or transfer of shares to Mr Milsom on the vesting of any of the 144,032
performance rights held by him under the LTIP at the Effective Time; and
(ii) an issue or transfer of shares to that person under any employee share purchase scheme
operated by the Company (including the LTIP), where such issue or transfer is approved
by an ordinary resolution of the Company.
(iii) The above exception will operate to grandfather the existing LTIP performance rights held by
Mr Milsom into the new constitutional restrictions, as well as provide for future issues or
transfers of shares under employee share purchase schemes of the Company as an exception to
the 5% cap on relevant interests with the approval of shareholders.
(definitions of “Permitted ESPS Transaction”, “Permitted Transaction”, “Permitted Transaction
Holding” and “Breach the Ownership Threshold” in clause 1 of the proposed new schedule 3 to the
constitution)
(c) Exceptions for takeover activity:
(i) The Constitutional Amendments also include exceptions for relevant interests acquired
pursuant to a Takeovers Code-compliant transaction permitted under rule 7 of the Code (being

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a full or partial takeover offer, acquisition or allotment of shares with shareholder approval, or
compulsory acquisition of shares under the Code).
(ii) This will allow a takeover offer for the Company made under the Code to proceed
notwithstanding the Constitutional Amendments. Similarly, a takeover offer made by way of a
scheme of arrangement would be able to proceed notwithstanding the Constitutional
Amendments, because the Company’s constitution could be changed as part of the scheme and
shareholder approval process.
(iii) The Constitutional Amendments will prevent stake building in respect of 5% or more of shares
(as a prospective investor will be in breach of the Ownership Threshold if they acquire 5% or
more of shares). However, to compensate for this, the Constitutional Amendments also include
exceptions for relevant interests acquired in 5% or more of shares through the entry into of a
lock-up agreement in connection with a takeover offer or a voting agreement in connection with
a scheme of arrangement for the Company. These exceptions will allow prospective suitors of
the Company to continue to utilise these common mechanisms to assist them in proceeding
with a takeover offer or scheme or arrangement for the Company.
(definitions of “Permitted Transaction”, “Permitted Transaction Holding” and “Breach the Ownership
Threshold” in clause 1 of the proposed new schedule 3 to the constitution)
(d) Exception for trustee corporations and nominee companies
The Constitutional Amendments contains an exception for trustee corporations and nominee
companies (that hold securities on behalf of a large number of separate underlying beneficial holders)
provided certain conditions are satisfied.
(definitions of “Approved Nominee” and “Breach the Ownership Threshold” in clause 1 of the
proposed new schedule 3 to the constitution)
Expiry of restrictions
The purpose of the Constitutional Amendments is to preserve the Group’s tax losses until they are used or are no
longer available to the Group (e.g. due to a change in legislation). Therefore, the restrictions will not continue in
perpetuity, rather, they will remain in place until the earlier of:
(a) the date on which the Board determines, on a reasonable basis, that all of the tax losses available to be
utilised by the Group at the Effective Time have been utilised or are no longer available to the Group;
and
(b) any cessation date approved by a special resolution of the Company.
(clause 20 of the proposed new schedule 3 to the constitution)
Other amendments
The remaining clauses in the Constitutional Amendments deal with consequential matters or matters required to
effectively implement the provisions outlined above, including:
(a) No liability: Except for as specially provided in the Company’s constitution and to the maximum
extent permitted by law, neither the Company nor any of its directors, officers, employees, agents or

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advisers shall have any liability to persons in connection with the exercise of any of the powers under
the Constitutional Amendments.
(clause 16 of the proposed new schedule 3 to the constitution)
(b) Finality of decisions: Any decisions and actions made or performed by or on behalf of the
Company or the Board in connection in connection with the exercise of any of the powers set out in the
Constitutional Amendments are final and not subject to appeal or review.
(clause 18 of the proposed new schedule 3 to the constitution)
Potential additional impacts of Constitutional Amendments
The Board has also considered the following potential impacts of the Constitutional Amendments:
(a) Potential impact on the demand and market price of shares: The Constitutional Amendments
will, in effect, mean investors are unable to acquire shareholdings of between 5% and 20% of the
Company’s shares. Currently, an investor can only acquire a shareholding above 20% under a Takeovers
Code-compliant transaction or scheme of arrangement, and this is not proposed to change. The directors
cannot assess what, if any, impact the adoption of the Constitutional Amendments may have on the
demand for the Company’s shares or the Company’s share price as this is speculative, and these matters
are influenced by a number of factors, of which the Constitutional Amendments are only one. However,
the Board considers that any negative impact on the demand for, or the market price for, the Company’s
shares attributable to the Constitutional Amendments should be outweighed over time by the
opportunity for value creation through the availability of tax losses to be offset against future earnings.
(b) Potential impact on the Company’s ability to raise capital: The Constitutional Amendments
could impact the Company’s ability to raise capital from investors seeking to acquire a shareholding of
5% or more of the Company’s shares. However, on balance, the Board considers that any negative impact
on the Company’s capital raising ability is outweighed by the benefits described above.
NZ RegCo approval and waiver
NZ RegCo has granted the Company:
(a) approval under Rule 8.1.6, in relation to the proposed amendments which grant the Board ability to
restrict transfers of the Company’s securities; and
(b) a waiver from Rule 8.1.5, in relation to the Board’s ability to suspend voting rights attaching to Affected
Shares.
NZ RegCo’s approval under Rule 8.1.5 and waiver from Rule 8.1.6 have been granted subject to certain
conditions. Those conditions can be summarised as follows:
(a) the Company will be given a non-standard (“NS”) designation, in terms of its listing on the NZX Main
Board;
(b) the Company must appropriately disclose an outline and explanation of the provisions in the
Constitutional Amendments that restrict the transfer of the Company’s shares, and of the
circumstances in which voting rights are suspended (“Outline and Explanation of the Effects”) in
any offering documents for equity securities, or securities convertible into equity securities, offered by
the Company and statements provided to security holders under Rule 8.3.1;

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(c) this Notice of Meeting must include an Outline and Explanation of the Effects;
(d) the Company must include an Outline and Explanation of the Effects on its website and include
reference to that disclosure in each annual report published by the Company;
(e) the Company must obtain approval from NZX in relation to the method of sale prior to exercising its
power to require the compulsory sale of Affected Shares on behalf of a Shareholder; and
(f) the Outline and Explanation of the Effects must include an explanation that:
(i) should the Board become aware that a transfer of the Company’s shares would, if registered,
cause a breach of the Ownership Threshold, the Board will decline to register that transfer of
shares; and
(ii) if certain of the Company’s shares are Affected Shares, the voting rights attached to those
Affected Shares are automatically suspended until the shares or relevant interest(s) in those
shares are disposed of such that the Affected Shares cease to be Affected Shares.
The Company therefore considers that the proposed amendments can be adopted in a manner that is consistent
with the Rules. The Company also considers that the conditions set out above will increase the likelihood of
Shareholders and potential Shareholders being aware of the ownership restrictions in the Company’s
constitution.
Consequences if Resolution not approved
If the Resolution is not passed by the requisite majority of shareholders, the amendments which are strongly
recommended by the Board will not be made. In this case, the Board expects that it would proceed as follows:
(a) seek to ascertain the reasons why the Resolution was not approved;
(b) consider whether the proposed amendments to the Company’s constitution could be varied in a
manner which adequately address those reasons but still addresses the risk of loss of value arising
from a failure by the Company to maintain shareholder continuity (as discussed under the heading
“Background” on page 4 above); and
(c) if so, seek NZ RegCo’s approval of these varied amendments and then convene a special meeting of
shareholders to seek approval of those varied amendments.
The Board believes that this will not be necessary, and that shareholders pass the Resolution at the Meeting:
(a) At a minimum, these steps would entail additional cost for the Company.
(b) Additionally, they would also entail a (potentially material) delay, during which the Company would be
potentially exposed to transactions that could result in shareholder continuity being lost (resulting in
the Group’s tax losses being forfeited) which could be prevented under the Constitutional
Amendments – a risk which, given the awareness of these issues resulting from this Notice of Meeting,
may be greater than previously it was.

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PROXY FORM - ALLIED FARMERS LIMITED SPECIAL MEETING 2024
The Special Meeting of Allied Farmers Limited (the Company, Allied Farmers or ALF) will be held online via the Virtual Meeting Platform
provided by the Company’s share registrar, MUFG Corporate Markets (formally Link Market Services) at www.virtualmeeting.co.nz/alfsm24, on
Thursday 11 July 2024, commencing at 11:00am (NZ time). If you attend the Meeting online, you will require your CSN/Holder Number for
verification purposes.
The Board has determined that, due to the very low level of Shareholder turnout at previous in-person meetings, the additional costs of holding
an in-person or hybrid meeting significantly outweigh the potential benefits. The Board appreciates the support and understanding of our
Shareholders regarding these arrangements and encourages all Shareholders to participate in the Meeting online and ask any questions either
ahead of time (see details below) or during the Meeting online.

Appointment of Proxy
If you propose not to attend the meeting online but wish to appoint a proxy, or if you are a company and you propose not to attend, please
complete and lodge this form in accordance with the instructions above in the box headed “Lodge your Proxy”. 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, MUFG Corporate Markets, no later than 11:00am on Tuesday 9 July 2024.
You can also appoint your proxy and vote online by going to https://investorcentre.linkgroup.nz/voting/ALF or by scanning the QR code above
with your smartphone.
A proxy can be any person of your choice and does not have to be a shareholder of Allied Farmers Limited. The Chair of the Meeting, Shelley
Ruha is willing to act as proxy for any shareholder who may wish to appoint her for that purpose and she intends to vote in favour of the resolution
where she is given a “Proxy Discretion”.
To appoint the Chair, enter “Chair 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. If you do not name a person as your proxy (but have completed the Voting Form in full) or your named proxy
does not attend the meeting, the Chair will be appointed your proxy and will vote in accordance with your express direction.

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 the resolution OR
by ticking the “Proxy Discretion” box in respect of the resolution. If no box is marked, the proxy may vote as he/she thinks fit or abstain from voting.

Attending the Meeting
The Special Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/alfsm24. A corporation may appoint a
person to attend and vote online at the Meeting as its representative in the same manner as that in which it could appoint a proxy.

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.
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.linkgroup.nz/voting/ALF
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online








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



CSN/Holder Number: ..........................


*.............................*

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:





at
(Full Name) (E-mail Address)

Or failing him/her

at
(Full Name) (E-mail 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 Special Meeting of shareholders
of Allied Farmers Limited to be held on Thursday 11 July 2024 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, the proxy may vote as he/she thinks
fit or abstain from voting.

To consider and, if thought fit, pass the following special resolution:
Tick (✓) in box to vote


For Against Abstain Discretion
1. That the Company’s constitution be amended, with effect on a date to be determined by
the Board, in the manner summarised in the Notice of Meeting (the specific amendments
being in the form to be tabled at the Meeting and signed by the Chair of the Meeting for the
purposes of identification.
   


and to vote on any resolutions to amend the resolution, on the 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 the 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. Please refer to the Notice of Meeting for the Special Meeting of Shareholders
for the full text of the resolution and the explanatory notes.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting, online, will have the opportunity to ask questions during the meeting. If you cannot attend but would like to
ask a question, you can submit a question online by going to https://investorcentre.linkgroup.nz/voting/ALF and completing the online validation process
or complete the question section below and return to MUFG Corporate Markets. Questions will need to be submitted by 11:00am on Tuesday 9 July
2024. The Board will address and answer questions during the meeting.



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


STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this day of 2024


Signature
this must be completed

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.
Question:



CSN/Holder Number: ......................


*.............................*

---

Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number  and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.

This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.

3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
1261.0 07/16 ISS1
Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za