Australian Dairy Nutritionals : Notice of Annual General Meeting/Proxy Form

For personal use only

ASX Code: AHF

Notice of Annual General Meeting

The Annual General Meeting of the shareholders of Australian Dairy Nutritionals Limited (ACN 057 046 607) and the Annual General Meeting of unit holders of the Australian Dairy Farms Trust (ARSN 600 601 689) will be held at:

In Person:	Williamstown Yacht Club, 260 Nelson Parade,
	Williamstown, Victoria 3016
Date:	Thursday, 20 January 2022
Time:	11:00am (MELBOURNE TIME)

This notice of Annual General Meeting should be read in its entirety. If Securityholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting. Please contact the Company Secretary on [phone] or [e-mail] you wish to discuss any matter concerning the Meeting.

For personal use only

Australian Dairy Nutritionals Limited and Australian Dairy Farms

Trust (together the "Group")

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of the shareholders of Australian Dairy Nutritionals Limited (Company) will be held in conjunction with the annual general meeting of unit holders of the Australian Dairy Farms Trust (together the Australian Dairy Nutritionals Group).

The Meeting will be held at 11.00am (Melbourne time) on Thursday, 20 January 2022 in person at Williamstown Yacht Club, 260 Nelson Parade, Williamstown, Victoria, 3016.

The Meeting will also be accessible online via Zoom with the following access code and password:

Zoom Meeting ID: 821 9182 5159

Password: 666329

If you access the Meeting online, you should be aware that your participation will be limited to watching and hearing the Meeting only and you will not be able to vote online or ask questions online at the Meeting.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice of Meeting.

Securityholders are urged to vote by attending the Meeting or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 11:00am (Melbourne time) on Tuesday 18th January 2021. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

Agenda

ANNUAL REPORT

To receive and consider the financial statements of the Group and the reports of the Directors and Auditors for the financial year ended 30 June 2021.

RESOLUTION 1 REMUNERATION REPORT (NON-BINDING)

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That for the purposes of section 250R(2) of the Corporations Act 2001 (Cth), the Remuneration Report set out in the Directors' Report for the financial year ending 30 June 2021 be adopted."

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Please note that this resolution is advisory only and does not bind the Group or the Directors.

A voting exclusion statement is set out below.

RESOLUTION 2 RE-ELECTION OF DIRECTOR - MARTIN BRYANT

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Martin Bryant who, retires from office in accordance with Article 49(b)(i) of the Company's Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re- election, to be elected as a Director."

RESOLUTION 3 RE-ELECTION OF DIRECTOR - JASON DONG

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Jason Dong who, having been appointed by the Board on 16 April 2021, retires in accordance with Article 49(d) of the Company's Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director, be elected as a Director."

RESOLUTION 4 ISSUE OF PERFORMANCE RIGHTS TO PETER SKENE UNDER THE INCENTIVE PLAN

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Securityholders approve for the purposes of Listing Rule 10.14, the issue of 3,000,000 Performance Rights under the Company's Incentive Plan to Peter Skene, subject to achievement of specific performance conditions set by the Board, on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 5 ISSUE OF PERFORMANCE RIGHTS TO MARTIN BRYANT UNDER THE INCENTIVE PLAN

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Securityholders approve for the purposes of Listing Rule 10.14, the issue of 1,000,000 Performance Rights under the Company's Incentive Plan to Martin Bryant, subject to achievement of specific performance conditions set by the Board, on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement is set out below.

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RESOLUTION 6 ISSUE OF PERFORMANCE RIGHTS TO ADRIAN ROWLEY UNDER THE INCENTIVE PLAN

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Securityholders approve for the purposes of Listing Rule 10.14, the issue of 1,000,000 Performance Rights under the Company's Incentive Plan to Adrian Rowley, subject to achievement of specific performance conditions set by the Board, on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 7 ISSUE OF PERFORMANCE RIGHTS TO JASON DONG UNDER THE INCENTIVE PLAN

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That Securityholders approve for the purposes of Listing Rule 10.14, the issue of 1,000,000 Performance Rights under the Company's Incentive Plan to Jason Dong, subject to achievement of specific performance conditions set by the Board, on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 8 SECTION 195 APPROVAL

To consider, and if thought fit, to pass with or without amendment the following as an ordinary resolution:

"That pursuant to and in accordance with section 195(4) of the Corporations Act and for all other purposes, Securityholders approve the transactions contemplated in Resolutions 4 - 7 inclusive."

A voting exclusion statement is set out below.

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VOTING PROHIBITION AND EXCLUSION STATEMENTS

Resolution	Persons Excluded from Voting
Resolution 1	In accordance with section 250R(4) of the Corporations Act, a
Remuneration Report	vote on this Resolution must not be cast by or on behalf of the
(Non-Binding)	following persons (Excluded Person):
	(a)	a member of the Key Management Personnel, details of
		whose remuneration are included in the Remuneration
		Report; or
	(b)	a Closely Related Party of such member,
	regardless of the capacity in which the vote is cast.
	The Company will not disregard a vote made on Resolution 1 by
	an Excluded Person as proxy if the vote is not cast on behalf of
	a person who is excluded from voting on Resolution 1, and
	either:
	a) the Excluded Person is appointed as a proxy in writing that
	specifies the way the proxy is to vote on this Resolution; or
	b) the Excluded Person is the Chair who has been appointed as
	a proxy for a person entitled to vote and the appointment
	of the Chair:
	i.	does not specify the way the proxy is to vote on this
		Resolution; and
	ii.	expressly authorises the Chair to exercise the proxy
		even though this Resolution is connected directly or
		indirectly with the remuneration of a member of the
		Key Management Personnel.
Resolution 4 to	In accordance with section 250BD of the Corporations Act, the
Company will disregard any votes cast as proxy on Resolutions
Resolution 7

Approval of	4 to 7 by any of the following persons (Excluded Person):
Performance Rights	a) a member of the Key Management Personnel, details of
	whose remuneration are included in the Remuneration
	Report; or
	b) a Closely Related Party or Associate of such member,
	unless either:

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