Notice of 2024 Annual Meeting

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Allied Farmers Limited
Notice of Annual Meeting of Shareholders
Notice is hereby given that the Annual Meeting of Shareholders of Allied Farmers Limited (“ALF” or the “Company”)
will be held at 11am on 20 November 2024 via the MUFG 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 MUFG Virtual Meeting Platform provided by the
Company’s share registrar, MUFG Corporate Markets, at www.virtualmeeting.co.nz/alf24
.; 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.
ITEMS OF BUSINESS
A. Chair’s Introduction
B. Addresses to Shareholders
C. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. Resolution 1: Auditor’s Remuneration
“That the Directors be authorised to fix the fees and expenses of the Company’s auditor, RSM Hayes Audit, for
the ensuing year.”
Refer to Explanatory Note 1 on page 5 for further details on this Resolution.
2. Resolution 2: Issue of FY25 Performance Rights to Richard Milsom, Managing Director
“That approval be given for the issue of 144,032 performance rights during the financial year ending 30 June
2025, and the issue of ordinary shares on the vesting and exercise of those performance rights, to Richard
Milsom under the rules of the Company’s Long Term Incentive Plan.”
Refer to Explanatory Note 2 on page 5 for further details on this Resolution.

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3. Resolution 3: Issue of FY26 Performance Rights to Richard Milsom, Managing Director
“That approval be given for the issue of such number of performance rights during the financial year ending
30 June 2026equivalent to 0.5% of the Company’s total number of ordinary shares on issue as at 1 July 2025,
and the issue of ordinary shares on the vesting and exercise of those performance rights, to Richard Milsom
under the rules of the Company’s Long Term Incentive Plan.”
Refer to Explanatory Note 2 on page 5 for further details on this Resolution.
4. Resolution 4: Issue of FY27 Performance Rights to Richard Milsom, Managing Director
“That approval be given for the issue of such number of performance rights during the financial year ending
30 June 2027 equivalent to 0.5% of the Company’s total number of ordinary shares on issue as at 1 July 2026,
and the issue of ordinary shares on the vesting and exercise of those performance rights, to Richard Milsom
under the rules of the Company’s Long Term Incentive Plan.”
Refer to Explanatory Note 2 on page 5 for further details on this Resolution.
D. Shareholder Questions
To consider any other matters that may properly be brought before the Meeting.

By Order of the Board of Directors

Shelley Ruha
16 October 2024

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PROCEDURAL NOTES
Voting Entitlements
Voting entitlements of the Meeting will be determined with reference to the Company’s share register as at 5pm NZT on
18 November 2024 (“Record Date”). Only those persons who are registered Shareholders on the Record Date will be
entitled to attend and vote at the Meeting.
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.
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/alf24. 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://meetings.linkgroup.com/help
.
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 Resolutions 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 Resolutions.
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 11am on 18 November 2024.
To appoint your proxy and vote please go to the MUFG Corporate Markets website at:
https://investorcentre.linkgroup.nz/voting/ALF
.

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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.
Alternatively, please complete and sign the enclosed Voting Form and return it in one of the following manners:
Scan & email: meetings@linkmarketservices.com

Deliver: MUFG Corporate Markets, Level 30 PwC Tower, 15 Customs Street West, Auckland, New Zealand.
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.
Ordinary Resolutions
The Resolutions are ordinary resolutions. Each Resolution is independent of any other Resolution being passed.
An ordinary resolution is a resolution approved by a simple majority of the votes of those Shareholders entitled to vote
and voting on the resolution in person or by proxy.
Voting Restrictions
The company will disregard any votes cast in favour of Resolutions 2 to 4 by Richard Milsom and any of his “associated
persons” (as defined in the NZX Listing Rules).
The company need not disregard a vote cast in favour of Resolutions 2 to 4 if it is cast Richard Milsom as proxy for a
person who is entitled to vote, in accordance with an express direction on the proxy form.
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 a t https://investorcentre.linkgroup.nz/voting/ALF
; or
• by email to meetings@linkmarketservices.com.
NZX Review
This Notice of Meeting has been reviewed by NZX Regulation Limited (“NZ RegCo”) in accordance with NZX Listing
Rule 7.1 and NZ RegCo has confirmed it does not object to this Notice. NZ RegCo does not take any responsibility for any
statement in this Notice.

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EXPLANATORY NOTES
EXPLANATORY NOTE 1 – AUDITOR’S REMUNERATION
RSM Hayes Audit, the current auditor of the Company, will be automatically reappointed under section 207T of the
Companies Act 1993. Resolution 1 authorises the Directors to fix the fees and expenses of RSM Hayes Audit as the
Company’s auditor in accordance with section 207S of the Companies Act 1993.
EXPLANATORY NOTE 2 – ISSUE OF PERFORMANCE RIGHTS TO RICHARD MILSOM, MANAGING DIRECTOR
Background
The Company currently operates a long-term incentive plan under which it grants “performance rights” to certain
participating employees and executive directors (the “Long Term Incentive Plan” or “LTIP”). Each performance
right entitles the participant to receive one ordinary share in the Company or, in certain circumstances, to be paid an
amount of cash consideration, when the applicable vesting conditions are satisfied. The applicable vesting conditions are
set when the performance rights are granted.
The Board has established the LTIP to link rewards with the strategic long-term goals and performance of the Company
and the maximisation of shareholder returns. Grants under the LTIP are made under the Company’s LTIP rules.
Proposed issue of Performance Rights
The Board has considered the long term incentive arrangements for the Company’s Managing Director, Richard Milsom,
with a view to putting in place arrangements for the three financial years ending 30 June 2025, 30 June 2026 and 30
June 2027.
Subject to Resolutions 2 to 4 being passed, the Board proposes to issue Mr Milsom:
(a) 144,032 performance rights (equivalent to 0.5% of the total number of ordinary shares on issue as at 1 July 2024)
in connection with his remuneration for the financial year ending 30 June 2025 (the “FY25 Performance
Rights”);
(b) a number of performance rights equivalent to 0.5% of the Company’s total number ordinary shares on issue as at
1 July 2025 in connection with his remuneration for the financial year ending 30 June 2026 (the “FY26
Performance Rights”); and
(c) a number of performance rights equivalent to 0.5% of the Company’s total number of ordinary shares on issue as
at 1 July 2026 in connection with his remuneration for the financial year ending 30 June 2027 (the “FY27
Performance Rights”),
(together, the “Performance Rights”). The exact number of FY26 Performance Rights and FY27 Performance Rights
to be issued will depend on the total number of ordinary shares on issue as at 1 July 2025 and 1 July 2026, respectively.
Accordingly, the exact number of FY26 Performance Rights and FY27 Performance Rights to be issued is not known as at
the date of this Notice of Meeting. However, if calculated using the total number of ordinary shares on issue as at the date
of this Notice of Meeting, 144,032 FY26 Performance Rights and 144,032 FY27 Performance Rights would be issued to
Mr Milsom.
The FY25 Performance Rights are intended to be issued as soon as practicable after the Meeting, and the FY26
Performance Rights and FY27 Performance Rights are intended to be issued on dates to be determined by the Board
during the financial year in which those Performance Rights relate (and, in the case of the FY27 Performance Rights, to
be a date no later than three years after the date of the Meeting).

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An overview of the key terms of the proposed grant of Performance Rights to Mr Milsom is set out below.
Why is Shareholder approval being sought?
The Company’s constitution includes restrictions on any person having a ‘relevant interest’ (as defined in the Financial
Markets Conduct Act 2013)
1
in shares that comprise or exceed 5% of shares in the Company (the “Ownership
Threshold”). However, the constitution contains exceptions to the Ownership Threshold which are designed to permit
the Company to continue to incentivise its employees under employee share purchase schemes operated by the Company
(including the LTIP). Those exceptions allow persons to have a relevant interest in 5% or more of shares as a result of an
issue or transfer of shares to that person under any employee share purchase scheme, where such issue or transfer is
approved by an ordinary resolution of the Company’s Shareholders.
As at the date of this Notice of Meeting, Mr Milsom has a relevant interest in 15.8% of the Company’s ordinary shares
and 144,032 performance rights. Accordingly, in order for any of the Performance Rights or shares on the vesting and
exercise of those Performance Rights to be issued to Mr Milsom without breaching the Ownership Threshold, their issue
will need to be approved by Shareholders.
On 7 June 2024 NZ RegCo granted the Company a waiver from NZX Listing Rule 8.1.5 in relation to the Board’s ability to
suspend voting rights attaching to shares in which a person has a relevant interest in excess of the Ownership Threshold.
Shareholder approval to the grant of the Performance Rights to Mr Milsom, and any subsequent issue of shares following
vesting of the Performance Rights, is not required under the NZX Listing Rules (as the Performance Rights and shares
will be issued in reliance of NZX Listing Rule 4.6.1). Shareholder approval to the issue of the Performance Rights (and
shares on the vesting and exercise of those Performance Rights) is being sought under the Company’s constitution only
for the reasons set out above.
Key terms of the proposed Performance Rights
The key terms of the proposed issue of Performance Rights are set out below.
Performance Rights
Each Performance Right represents a right to receive one ordinary share in the
Company or, in certain circumstances, be paid an amount of cash consideration,
subject to satisfaction of certain vesting conditions. No consideration is payable by
Mr Milsom to receive a Performance Right or a share on vesting of a Performance
Right.
Each ordinary share issued on vesting and exercise of the Performance Rights will on
issue rank equally with all other ordinary shares of the Company.
Issue date
The FY25 Performance Rights are intended to be issued as soon as practicable after
the Meeting.
The FY26 Performance Rights and FY27 Performance Rights are intended to be
issued on a date to be determined by the Board during the financial year in which

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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those Performance Rights relate (and, in the case of the FY27 Performance Rights, to
be a date no later than three years after the date of the Meeting).
Vesting conditions
The vesting conditions that apply to Performance Rights are determined by the
Board at the time of issue of the relevant Performance Rights. Unless the Board
determines otherwise, any Performance Rights which do not satisfy the vesting
conditions will automatically lapse.
FY25 Performance Rights
Performance condition
For vesting of the FY25 Performance Rights to occur the Company and its
subsidiaries (the “Group”) must achieve a certain three year average Group net
profit after tax (NPAT) relative to budgeted targets. The NPAT targets are set by the
Board at the beginning of each of the three financial years and performance is
assessed each year relative to the targets. Performance will be determined as the
average of the annual performance assessments for the three years.
The proportion of FY25 Performance Rights that satisfy the performance vesting
condition, and will be eligible for vesting, will be determined in accordance with the
following scale:
Performance against target (budgeted)
three-year average of Group NPAT
Percentage of FY25 Performance
Rights to satisfy Vesting Condition
<80% of target 0%
80% to 100% of target 50% paid if achieve 80%.
100% paid if achieve 100% or more.
with a pro rata allocation between the
80% and 100% achievement levels.
Other conditions
Vesting of the FY25 Performance Rights is also conditional on Mr Milsom remaining
employed by the Company on 30 June 2027 and Board approval.
FY26 Performance Rights and FY27 Performance Rights
The vesting conditions for the FY26 Performance Rights and FY27 Performance
Rights have not yet been determined by the Board. However, the Board expects that
the vesting conditions will be consistent with those set for the FY25 Performance
Rights.
Reorganisation of
capital
In the event of certain reorganisations/restructures of the share capital of the
Company, the number of Performance Rights held by Mr Milsom will be revised to
ensure a fair treatment as between Mr Milsom as a participant in the LTIP and
Shareholders.

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Other
If all of the Performance Rights were to vest, and ordinary shares issued to Mr
Milsom, Shareholders will be diluted by an amount equal to the number of ordinary
shares issued, which is expected to be approximately 1.5% in aggregate.
The Performance Rights cannot be transferred. Any shares issued to Mr Milsom on
vesting and exercise of the Performance Rights also cannot be transferred without
complying with the transfer procedure contained in the LTIP rules (which, broadly,
requires a transfer to be undertaken in accordance with the Company’s securities
trading policy).
The Performance Rights will not be quoted on the NZX Main Board. So long as the
Company remains listed on the NZX Main Board, it is intended that the shares
issued on exercise of performance share rights will be quoted on the NZX Main
Board.
The Company may amend the terms of the LTIP rules, subject to the consent of any
adversely affected participant.

Board recommendation
The Board (excluding Richard Milsom who has abstained from giving a recommendation) recommends that
Shareholders vote in favour of all Resolutions.
If Shareholders do not approve the proposed issue of Performance Rights, and shares on the vesting and exercise of those
Performance Rights, to Mr Milsom, the Board will investigate alternative long-term variable remuneration arrangements
for Mr Milsom which are equivalent (taken overall) to the Performance Rights.

---

PROXY FORM - ALLIED FARMERS LIMITED ANNUAL MEETING 2024
The Annual Meeting of Allied Farmers Limited (the Company, Allied Farmers or ALF) will be held online via the MUFG Corporate Markets
(formerly Link Market Services) Platform at www.virtualmeeting.co.nz/alf24, on Wednesday, 20 November 2024, commencing at 11am (NZ
time). If you will 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’ share
registry, MUFG Corporate Markets (formerly Link Market Services), no later than 11am on Monday, 18 November 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 the Company. 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 Resolutions
where she is given a ”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 each resolution OR
by ticking the “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”.
Voting Restrictions
The company will disregard any votes cast in favour of Resolutions 2 to 4 by Richard Milsom and any of his “associated persons” (as defined in
the NZX Listing Rules).

Attending the Meeting
The 2024 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/alf24. 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 Annual Meeting of shareholders
of Allied Farmers Limited to be held on Wednesday, 20 November 2024 at 11am 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 the Directors be authorised to fix the fees and expenses of the Company’s auditor,
RSM Hayes Audit, for the ensuing year.
   
2. That approval be given for the issue of 144,032 performance rights during the financial
year ending 30 June 2025, and the issue of ordinary shares on the vesting and exercise of
those performance rights, to Richard Milsom under the rules of the Company’s Long Term
Incentive Plan.
   
3. That approval be given for the issue of such number of performance rights during the
financial year ending 30 June 2026 equivalent to 0.5% of the Company’s total number of
ordinary shares on issue as at 1 July 2025, and the issue of ordinary shares on the vesting
and exercise of those performance rights, to Richard Milsom under the rules of the
Company’s Long Term Incentive Plan.
   
4. That approval be given for the issue of such number of performance rights during the
financial year ending 30 June 2027 equivalent to 0.5% of the Company’s total number of
ordinary shares on issue as at 1 July 2026, and the issue of ordinary shares on the vesting
and exercise of those performance rights, to Richard Milsom under the rules of the
Company’s Long Term Incentive Plan.
   


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: SHAREHOLDER QUESTIONS
Shareholders present at the Annual 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 11am on Monday, 18 November
2024. The Board will address and answer questions during the meeting.





STEP 4: SIGNATURE OF SECURITY HOLDER(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
Question:



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


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

communications by email please provide your email address below.