Notice of Annual Meeting

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ALLIED FARMERS LIMITED
NOTICE OF ANNUAL MEETING

Notice is hereby given that the Annual Meeting of Shareholders of Allied Farmers Limited (the Company, Allied
Farmers or ALF) will be held via the Link Virtual Meeting Platform at www.virtualmeeting.co.nz/alf21, on
Wednesday, 24 November 2021 from 11am.

COVID-19 Implications

Given the potential for COVID-19 restrictions to prevent or compromise an in-person Annual Meeting, and to
ensure that attendees remain safe, Allied Farmers has decided that holding the 2021 Annual Meeting by virtual
means only is the format least susceptible to any disruptions that may occur as a consequence of the COVID-
19 pandemic, and provides the safest option for shareholders to be able to attend and participate in the
Annual Meeting. Shareholders cannot attend the Annual Meeting in person. We appreciate the support and
understanding of our shareholders regarding these arrangements.

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

ITEMS OF BUSINESS

A. Chair’s introduction
B. Addresses to shareholders
C. Shareholder discussion
D. Resolutions.

RESOLUTIONS

To consider, and if thought fit, to pass the following ordinary resolutions:

1. Director election: That Mark Franklin be elected as a Director of the Company.

2. Director election: That Christopher Swasbrook be elected as a Director of the Company.

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

4. Other Business: To consider any other matters that may lawfully be considered at the Meeting.

Interdependence of Resolutions

Each resolution is independent of any other Resolution being passed.

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Ordinary Resolutions

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

No Motions

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

Attendance and Voting

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

(i) Attending online and voting in person; or

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

(b) The proxy need not be a shareholder of the Company and the form of appointment
of a proxy and voting instructions accompanies this Notice of Annual Meeting. The
Chair of the meeting is willing to act as proxy for any shareholder who may wish to
appoint him for that purpose and he intends to vote in favour of all resolutions where
he is given a “Proxy Discretion”. Shareholders wishing to appoint a proxy (or
representative) must complete and send the proxy form so that it is received by Link
Market Services no later than 11am on Monday, 22 November 2021.

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

(d) Voting entitlements for the meeting will be determined as at 5.00pm on Monday, 22
November 2021. Registered shareholders at that time will be the only persons entitled
to vote at the meeting (either in person or by proxy) and only the shares registered in
those shareholders’ names at that time may be voted at the meeting.

If you wish to appoint a proxy, please send your completed proxy forms to:
Online: https://investorcentre.linkmarketservices.co.nz/voting/ALF
Scan & email: meetings@linkmarketservices.com
Delivery: Link Market Services
Level 30, PWC Tower, 15 Customs Street West, Auckland
Mail: Link Market Services
PO Box 91976
Auckland 1142

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Voting Restrictions

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

Corporate Representatives

A corporation which is a Shareholder may appoint a person to attend the meeting on its behalf in the
same manner as that in which it could appoint a proxy.

By order of the Board of Directors

Mark Franklin
Chair

3 November 2021

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EXPLANATORY NOTES

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

Ordinary Resolution

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


Resolution 1: Election of Mark Franklin as a Director

Mr Franklin was appointed a Director of Allied Farmers Limited by the Board with effect from 1
November 2021. He is offering himself for election by the shareholders.

Mark has extensive experience in the infrastructure, energy, and technology sectors in New Zealand,
Australia, United States and Asia. His Chief Executive roles span 30 years in the Utilities, IT and Telco
sectors and have encompassed both start up and consolidation activities. Mark’s current governance
roles include Chair of Auckland Unlimited, Member of the critical Auckland Mayoral Housing Taskforce
and the Deputy Mayor Industry Leaders Infrastructure Council, Advisory Board Chair of Utilligent
Global and PT Blink, Director of Auckland Chamber of Commerce, Independent Director of Stevenson
Group, and Independent Director of SwimTastic Limited.

Mark’s most recent roles were Managing Director of Stevenson Group (which also included extensive
rural operations), founding Chief Executive of TZ1, the global carbon registry, and prior to this Chief
Executive of Vector Limited.

Mark is also a recent past Director of New Zealand Railways Corporation (Kiwirail), WEL Networks and
UltraFast Broadband Ltd. Mark has also been a member of the Prime Minister’s Climate Change
Leadership Forum and the Australia New Zealand Joint Prime Ministers Leadership Forum.

Mark graduated with a Bachelor of Engineering (electrical) from Sydney University, and followed this
with a Graduate Management Qualification from the Australian Graduate School of Management. He
is also a Fellow of the Australian Institute of Engineers.

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

Resolution 2: Election of Christopher Swasbrook as a Director.

Mr Swasbrook was appointed a Director of Allied Farmers Limited by the Board in December 2020. He
is offering himself for election by the shareholders.

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

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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 graduated from the University of Auckland with a BCom (Economics) in 1996, and has
undertaken further study at the University of Auckland, Columbia University (New York), New York
University (NYU), London School of Economics (LSE) and the Harvard Kennedy School in Boston,
Massachusetts


The Board has determined that Mr Swasbrook is not an independent director as he is an Associated
Person of Elevation Capital Management Limited, who is a substantial shareholder of Allied Farmers.
The Board unanimously supports his election.


Resolution 3: Re-appointment and remuneration of auditor

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

The Board proposes that, consistent with commercial practice, the auditor’s fees should be fixed by
the directors. This resolution provides authority for the directors to fix the fees and expenses of the
auditor. For convenience, it is noted that total fees paid to KPMG in the financial year ended 30 June
2021 were NZD$205,000, made up of NZD$180,000 in respect of the audit of the Company’s financial
statements, a further NZD$25,000 in respect of other services.

Directors’ recommendation

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

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CSN/Holder Number: «Holding_No»

*«Barcode»*

PROXY FORM/ADMISSION CARD - ALLIED FARMERS LIMITED ANNUAL MEETING 2021
The Annual Meeting of Allied Farmers Limited (the Company, Allied Farmers or ALF) will be held online via the Link Market Services Platform
at www.virtualmeeting.co.nz/alf21, on Wednesday, 24 November 2021, commencing at 11am (NZ time). If you will attend the Meeting online,
you will require your CSN/Holder Number for verification purposes.
Given the potential for COVID-19 restrictions to prevent or compromise an in-person Annual Meeting, and to ensure that attendees remain safe,
Allied Farmers has decided that holding the 2021 Annual Meeting by virtual means only is the format least susceptible to any disruptions that
may occur as a consequence of the COVID-19 pandemic, and provides the safest option for shareholders to be able to attend and participate in
the Annual Meeting. Shareholders cannot attend the Annual Meeting in person. We appreciate the support and understanding of our
shareholders regarding these arrangements.

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 post this form. Please read the instructions and the Notice of Meeting before completing this form. For your completed Proxy form
to be valid, it must be received by Allied Farmers Limited’s share registry, Link Market Services, no later than 11am on Monday, 22 November
2021.
You can also appoint your proxy and vote online by going to https://investorcentre.linkmarketservices.co.nz/voting/ALF or by scanning the QR
code above with your smartphone. The Chair of the Meeting is willing to act as proxy for any shareholder who may wish to appoint him for that
purpose and he intends to vote in favour of all resolutions where he is given a “Proxy Discretion”.
To appoint the 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.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR
by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions
and give the proxy holder discretion in respect of other resolutions. If no box is marked, or more than one box is marked, in relation to any
resolution, the vote on that resolution will be treated as ‘abstain’.

Attending the Meeting
The 2021 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/alf21. 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. That person
need not also be a shareholder.

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.linkmarketservices.co.nz/voting/ALF
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
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

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Allied Farmers Limited hereby appoint as my/our proxy:
CSN/Holder Number: «Holding_No»


*«Barcode»*


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 24 November 2021 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 Mark Franklin be elected as a Director of the Company.
   
2. That Christopher Swasbrook be elected as a Director of the Company.
   
3. That the re-appointment of KPMG as the auditor of the Company be recorded and the
Directors be authorised to fix the auditor’s remuneration for the ensuing year.
   


and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit or may abstain from voting. The
proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ 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.linkmarketservices.co.nz/voting/ALF and completing
the online validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by 11am
on Monday, 22 November 2021. 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 SECURITY HOLDER(S) This section must be completed

Signed this day of 2021


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: