BEGA CHEESE LIMITED — AGM Information 2021

Oct 25, 2021

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Annual General Meeting

Barry Irvin Executive Chairman

Paul van Heerwaarden Chief Executive Officer

Agenda

FY2021 Annual Report Chairman’s report Chief Executive Officer’s report Questions Adoption of remuneration report Election of Directors Director pool increase Amendments to the constitution

5 12 25 29 30 35 36

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Welcome

• Shareholders

• Suppliers

• PricewaterhourseCoopers

• Addisons Lawyers

• Link Market Services

• Bega Cheese staff

• Apologies

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Page | 3

FY2021 Annual General Meeting

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FY2021 Annual Report Barry Irvin Executive Chairman

Key messages

• Strong financial performance in the context of challenging markets and a major acquisition

• Revenue of $2.07b (includes five months LDD)

• Statutory EBITDA of $182.7m and normalised EBITDA of $141.7m

• Balance sheet continues to strengthen, leverage ratio 2.25

• Executed acquisition of Lion Dairy and Drinks and completed successful capital raise

• Continuing to manage operational and market impacts of COVID-19

• Structural change in Chinese Infant formula market and channels

• Strong competition for milk supply

• Emissions target confirmed and circular economy pilot initiated

• Conclusion of legal proceedings with Kraft Heinz and Fonterra

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Page | 5 FY2021 Annual General Meeting

Bega is a values led organisation

Our Vision

To become The Great Australian Food Company

Our Values

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Passion for the customer and the consumer

Grow our

people

Invest in our future

Support each other

What will

make us Great

Great food

We create great food and build

brands that our customers and consumers love and trust.

Great people

We grow our people and give them the responsibility to achieve great outcomes together.

Great aspirations

We have great aspirations to go beyond our business today. We invest in technology, innovative products and new markets.

Greater good

We strive for a greater good by combining our success with a positive and lasting impact on others.

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Page | 6 FY2021 Annual General Meeting

Our transformation to becoming The Great Australian Food Company

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2018
Strengthening
Our Supply Chain
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2011
Structured For
The Future
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Acquisition of Koroit

Acquisition of grocery brands

• Growth and diversification of milk sourcing

• Entry into spreads category

Accessing capital for growth

• Strengthening our dairy portfolio

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2001
Seeking New
Opportunities
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• Iconic Australian brands, including Vegemite

• Integrated and flexible supply chain

Acquisition of Strathmerton

• Successful ASX listing

• Value release for farmers

 Scale ingredient processing supporting customer brands

  - Extending the Bega brand into new categories

• Well structured for corporate activity

• Cut, pack and processing scale and capability

Acquisition of Tatura

• Acquisition of the

 Decision to close subscale manufacturing facility in Coburg

• Investing in sales and marketing capability

• Growth and

• remaining stake in Tatura

• Cooperative founded in 1899 diversification of milk sourcing  Further diversification of customer base

• Investment in capacity  Acquisition of PCA and increased focus to secure Australian on nutritionals and source of peanuts high-value dairy products

• Industry deregulation 2001

• Entry into nutritionals, cream cheese and milk powders

• Bega based co-op with strong regional brand

• Diversification of customer base

• Developing foodservice and consumer businesses

• Main focus: cheddar manufacture, process and pack

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The Future The Great Australian Food Company

Transformational

Creating great food for a better future

Acquisition of Lion Dairy and Drinks

• Diversified portfolio of market-leading brands

• Portfolio of iconic Australian brands

• Efficient distribution network servicing customer growth

• Broaden customer base and new cold chain distribution network

• Global competitive supply chain

• Substantial synergies across the supply chain

• Direct relationship with farmers and suppliers

• Accelerated investments in growth and innovation

  • Shaping our future through corporate social responsibility, sustainable practices and circularity

• Further growth and diversification of the milk pool

• Long-term Australian supply and licence agreement with Fonterra

• Developing international sales opportunities

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Page | 7 FY2021 Annual General Meeting

Creating sustainable growth through an integrated value chain

		Our vision		The Great Australian Food Company	The Great Australian Food Company	The Great Australian Food Company
		Our values
		Passion for the customer and consumer We are a value-led company These values are reflected in our vision			Grow our people	Invest in our future		Support each other
		and define what makes us great
		Our core capabilities and our value chain		Diversified portfolio of market leading brands	Efficient distribution network servicing customer growth	Globally competitive supply chain			Direct relationship with our farmers and suppliers
		Capabilities link together to provide differentiation and competitive advantage as an integrated value chain.	Number one or two brand position in growth categories over $500m Expanded international		Technology to enhance customer experience Highly efficient national chilled distribution network creating	Highly integrated and flexible manufacturing network Optimised asset utilisation through toll processing, bulk	Growing and diversified milk pool Provenance, transparency and high quality through
			consumer goods business		growth opportunities	commodity processing and	the supply chain
			and in-market model			contract manufacturing
		Business enablers
		Our value chain is supported and	Deep industry knowledge		Sustainable practices	Strong balance sheet and		Risk management
		enabled by sustainable practices and	in dairy and FMCG		and circularity	disciplined capital management			and governance
		a strong balance sheet and effective
		risk and governance framework
ge		8	FY2021 Annual General Meeting

Page | 8 FY2021 Annual General Meeting

Growing a portfolio of iconic brands

2020

Pre 2017

Limited investment in brands

Acquiring brands in new categories

Fonterra responsible for Bega brand in Australia Long established international branded presence via distributors

Extension of Bega brand into new categories Vegemite acquisition

Developing sales and marketing capability

Minimal direct investment in supporting brands

Re-investment in brand portfolio and innovation Strengthening international presence

Reliance on large contract manufacturing relationships

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Branded Branded
sales 20% sales 59%
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Acquisition rationale

Iconic Australian brands in growth categories

Extensive chilled distribution network International growth opportunities

Today

Acquisition of Lion Dairy and Drinks

Strong portfolio of iconic brands

Expanded customer reach across multiple channels

Dairy brand marketing and consumer insights expertise Platform for future growth

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Branded
sales 73%
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Page | 9 FY2021 Annual General Meeting

Sustainability and the Circular Economy

Bega Cheese carbon target

Scope 1 and 2 emissions targets established in support of Paris Agreement goals:

• 50% reduction in emissions intensity by 2030

• 40% reduction in absolute emissions by 2030

• Net zero emissions by 2050

Circularity in the Bega Valley

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Soil

Waste generation / repurposing

Water

Biodiversity

Energy / GHG emissions

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Animal Care

Rural economy Community / Education / Tourism / Innovation / Aged Care

Nutrients

Packaging & Logistics

/ Animal feed

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Page | 10 FY2021 Annual General Meeting

Our year in review

Paul van Heerwaarden Chief Executive Officer

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Commercial and operations update

A year of challenge, opportunity and transformation

• Financial performance and balance sheet position to support further growth

• Well progressed with Bega Dairy and Drinks integration and realisation of synergies

• Full year benefit from Koroit lactoferrin investment and organisation and process review

• Growth in core categories in domestic and international markets

• Pipeline of capital and development projects to support growth and supply chain efficiency

• Reckitt payment following termination notice for access and service agreements

• Impact from Covid contained to date but remain concerned about the wellbeing of our people and channel disruption caused by ongoing lockdowns

• Ongoing progress safety risk and behavioural leadership programs

• Implementation of diversity and inclusion blueprint

• Positive outcome following conclusion of legal cases

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Page | 12 FY2021 Annual General Meeting

Creating value through organic and acquisitive sales growth in a challenging market

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$2.0b
$1.5b
$1.0b
$0.5b
$0.0b
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
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27%
Bulk
73%
Branded
FY2021
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41%
59% Bulk
Branded
FY2020
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20%
Branded
80%
Bulk
Pre
FY2017
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Page | 13 FY2021 Annual General Meeting

Performance highlights

• Reduction in normalised EBITDA to net debt leverage ratio from 2.35 times to 2.25 times

• Normalised EBITDA increased by 38% to $141.7 million

• Statutory EBITDA increase by 108% to $182.7 million

• Operating cash flow $111.4 million

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FY2021 Revenue
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$2.07

billion

FY2020 Revenue

$1.49 billion

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EBITDA ($ million)
182.7
141.7
Profit after tax ($ million)
103.0
72.2
87.8
Basic earnings per share (cents)
Total dividend
per share (cents)
39.6
27.3 31.9
21.3
14.9 15.0
9.9 10.0 10.0
FY2020 FY2021 FY2020 FY2021 FY2020 FY2021 FY2020 FY2021 FY2020 FY2021 FY2020 FY2021 FY2020 FY2021
Normalised Statutory Normalised Statutory Normalised Statutory Statutory
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Page | 14 FY2021 Annual General Meeting

Reconciliation of normalised result

			Gains
Consolidated		LDD	Relating	Reckitt
Period Ending 30 June 2021	Per Financial	Transaction	to LDD	Termination	Kraft Legal	Other	Normalised
($ million)	Statements	Related Costs	Acquisition	Fees	Settlement	Costs	Outcome
Revenue	2,073.4	-	-	(13.9)	-	-	2,059.5
Cost of sales	(1,608.2)	-	-		-	-	(1,608.2)
Gross profit	465.2	-	-	(13.9)	-	-	451.3
EBITDA	182.7	62.2	(70.0)	(29.8)	(9.3)	5.9	141.7
Depreciation, amortisation and impairment	(75.0)	-	-	-	-	2.1	(72.9)
EBIT	107.7	62.2	(70.0)	(29.8)	(9.3)	8.0	68.8
Net finance costs	(10.3)	1.6	-		-	-	(8.7)
Profit before income tax	97.4	63.8	(70.0)	(29.8)	(9.3)	8.0	60.1
Income tax expense	(25.2)	(4.7)	-	8.9	2.8	(2.3)	(20.5)
Profit for the year	72.2	59.1	(70.0)	(20.9)	(6.5)	5.7	39.6
Basic earnings per share - cents	27.3						15.0

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Page | 15 FY2021 Annual General Meeting

Balance sheet

The FY2021 balance sheet includes a provisional fair value assessment on the acquisition of Lion Dairy and Drinks

	FY2021	FY2020
	$m	$m
Cash	87.2	22.9
Trade and other receivables	348.9	69.5
Inventories	345.0	257.4
Property, plant and equipment	908.5	446.0
Intangible assets	589.5	548.1
Total Assets	2,486.1	1,423.4
Trade and other payables	477.4	233.3
Borrowings (net of costs)	391.9	247.2
Total Liabilities	1,225.4	609.4
Net Assets	1,260.7	814.0
Net Debt	(324.9)	(231.2)

• Provisional fair value of net assets acquired in Bega Dairy and Drinks $600m

• Capital raise $393m to fund acquisition of $528m

• Net debt increased only $94m despite acquisition

• Significant increase in property portfolio

Note: Key data only represented in table

Page | 16 FY2021 Annual General Meeting

Cash flow

	FY2021	FY2020
	$m	$m
Receipts from customers	2,221.7	1,691.6
Payments to suppliers and employees	(2,086.5)	(1,494.9)
Net payments to trade receivables facility	(12.7)	(35.4)
Net Interest and other costs of financing paid	(10.4)	(11.0)
Income tax paid	(0.7)	(12.3)
Operating activities	111.4	138.0
Payment for acquisition of Lion Dairy and Drinks	(514.5)	-
Investing activities	(546.7)	(52.9)
Net proceeds from issue of shares	390.2	-
Net proceeds from borrowings	145.0	(69.8)
Dividends paid to shareholders	(23.3)	(19.5)
Financing activities	499.6	(91.0)
Net increase/(decrease) in cash and cash equivalents	64.3	(5.9)

• Continued strong operating cash flow performance and focus on working capital

• Increase in net debt to fund the acquisition of Lion Dairy and Drinks, capital and software investments and dividend payments

• Reduction in normalised EBITDA to net debt leverage ratio from 2.35 times to 2.25 times, well within year end bank covenants of 3.0 times

• Dividends in respect of FY2021 $30.2m ($21.4m FY2020)

Page | 17Note: Key data only represented in tableFY2021 Annual General Meeting

Lion Dairy and Drinks integration update

Integration and synergy realisation program

• Initial 100 day plan successfully completed and new organisation design in place

• Strong cultural alignment and depth of talent in the newly combined businesses

• Several key services have been migrated off the Transition Services Arrangement (TSA) with Lion, which will end in 2H FY2022

• Synergy realisation program well progressed in areas such as milk and ingredients management, manufacturing efficiencies and procurement

• New capital projects approved to create additional capacity in high margin products and to reduce packaging costs

• On track to achieve our synergy target in FY2022

• Earnings performance above expectations in the five months to 30 June 2021

• Whilst the product and channel mix is impacted by COVID-19 lockdowns, there is strong growth momentum in the business

Page | 18 FY2021 Annual General Meeting

Portfolio of leading iconic brands in growth categories

Category	Category size $m1	Category growth1	Bega share1	Brand portfolio
Fresh white milk2	1,913	0.4%	13%
Yoghurt	1,472	4.7%	26%
Milk based beverages2	836	5.6%	50%
Spreads	633	1.7%	31%
Chilled juice	605	3.9%	24%
Creams and custards	509	5.5%	11%
Plant based milk3	341	20.2%	25%	4
Water ice	50	-8.5%	82%

1 Data extracted from IRi Total Business Scan (AU Grocery Unweighted + Structured Convenience), MAT to June 2021 and AC Nielsen Scan data MAT to June 2021 2 Excludes non dairy

3 Includes fresh chilled and UHT shelf stable segments

4 Vitasoy Australia Products Pty Ltd is a joint venture between a 100% owned subsidiary of Bega Cheese Limited and Vitasoy International Holdings Pty Ltd

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Page | 19 FY2021 Annual General Meeting

Expanded and diversified manufacturing network across Australia

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Page | 20 FY2021 Annual General Meeting

Approach to corporate social responsibility

Our focus is on the five areas where we can have the greatest impact

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Packaging sustainability

Food

Diversity, inclusion and equality

Greenhouse gases

nutrition

Highlights FY2021

Highlights FY2021

Highlights FY2021

Highlights FY2021

Delivered a 5% reduction of sugar in our Bega peanut butter range against a target of 10% by 2023

Increased the representation of women in management positions to 35% across the Bega Cheese Group against a target of 32%

Scope 1 and 2 emissions targets established in support of Paris Agreement goals: 40% reduction in absolute emissions by 2030 and net zero emissions by 2050

Launched Vegemite Squeezy bottle manufactured from at least 30% postconsumer recycled polyethylene terephthalate (rPET). Dairy Farmers Classic and Farmers Union Iced Coffee bottles made from 100% recycled plastic

Support of Foodbank’s Milk Program of nine million litres of milk

Reviewed salary equity

Energy Management Capability (EMC) project in its third year of implementation

Championed flexible work arrangements through Bega Flex, Circle In and Leader education

Bega Dairy and Drinks has an existing goal to remove 1,000 tonnes of added sugar from the portfolio and providing 20 million more no added sugar serves by 2025

Removed 655 tonnes of single use polyvinyl chloride (PVC) from our packaging this year and on track to phase it out

Developing a five year ‘Energy Productivity and Emissions Reduction Roadmap’ in Partnership with the Victorian Government’s Business Recovery Energy Efficiency Fund

Bega Dairy and Drinks’ Salisbury dairy manufacturing site achieved its target of being zero waste to landfill

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Water sustainability

Highlights FY2021

Initiatives at the Wetherill Park site saved 800 mL of water for every litre of product

Peanut production moved into irrigated regions such as Bundaberg to spread supply risks and be less reliant on rainfed production

34% of capital grants under the Bega Better Farms program have been dedicated to water, irrigation or effluent management

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Page | 21 FY2021 Annual General Meeting

Our way forward

Barry Irvin Executive Chairman

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Where are we today?

• Continuing integration of Bega Dairy and Drinks

• Improving financial performance and benefits of scale

• Strengthening balance sheet

• Strong brands in growth categories

• Opportunity for further growth and business improvement

• Geographic product and channel diversity creating business resilience

• Farm gate milk price increases above market in some product streams

• Structural change in Chinese infant formula market and channels

• COVID-19 lockdown impacting food service and convenience channels

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Page | 23 FY2021 Annual General Meeting

Our priorities

• Safety of our people and wellbeing

• Ongoing management of the impacts of COVID-19

• Continue to realise Bega Dairy and Drinks synergies

• Invest in brands, market and new capabilities

• Further manufacturing optimisation projects

• Opportunities for further rationalisation and business development

• Support further diversity and inclusion

• Sustainability and circularity initiatives

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Page | 24 FY2021 Annual General Meeting

Q&A Barry Irvin Executive Chairman

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FY2021 Annual General Meeting Formalities and voting

Barry Irvin Executive Chairman

Voting procedure

• A poll is being held for all resolutions

• Share registrar Ms Julie Stokes of Link Market Services Limited will act as Returning Officer in relation to the polls

• Login to the portal (https://agmlive.link/BGA21) and follow the prompts to vote

• Results available on ASX after the meeting

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Page | 27 FY2021 Annual General Meeting

Resolutions

• Adopt remuneration report for the year ended 30 June 2021

• Election of Directors

• Harper Kilpatrick

• Barry Irvin

• Raelene Murphy

• Richard Cross

• Director pool increase

• Amendments to the Constitution

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Page | 28 FY2021 Annual General Meeting

Remuneration report

• Pages 36 to 50 of the 2021 Annual Report

• Board, Executive Chairman, CEO and other key management personnel

• Market data and external advisors

 Total Votes 161,741,426 (53.38%)  For 157,341,105 (97.28%)  Open 3,296,298 (2.04%)  Against 1,104,023 (0.68%)

Page | 29 FY2021 Annual General Meeting

Election of Directors

• Harper Kilpatrick

• Barry Irvin

• Raelene Murphy

• Richard Cross

Page | 30

FY2021 Annual General Meeting

Harper Kilpatrick

• Total Votes 167,750,540 (55.37%)

• For 164,004,978 (97.77%)  Open 3,092,207 (1.84%)  Against 653,355 (0.39%)

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Page | 31 FY2021 Annual General Meeting

Barry Irvin

• Total Votes 167,815,939 (55.39%)

• For 147,955,718 (88.17%)  Open 3,060,451 (1.82%)  Against 16,799,770 (10.01%)

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Page | 32 FY2021 Annual General Meeting

Raelene Murphy

• Total Votes 167,800,788 (55.38%)

• For 155,760,939 (92.82%)  Open 3,078,497 (1.83%)  Against 8,961,352 (5.34%)

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Page | 33 FY2021 Annual General Meeting

Richard Cross

• Total Votes 167,795,436 (55.38%)

• For 160,261,315 (95.51%)  Open 3,097,214 (1.85%)  Against 4,436,907 (2.64%)

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Page | 34 FY2021 Annual General Meeting

Director’s fee pool increase

Director’s fee pool has not been increased for five years and the proposed increase is expected to be sufficient for a further five years

• Current maximum aggregate yearly remuneration for Directors $1,200,000

• Remuneration payable to Directors for FY2021 was $1,027,650 and particulars of this are set out in the Remuneration Report

• The Board’s Nomination Remuneration & Human Resources Committee recently reviewed the directors’ remuneration with the benefit of advice from remuneration experts

 Total Votes 162,515,395 (53.64%)  For 157,776,434 (97.08%)  Open 3,085,605 (1.90%)  Against 1,653,356 (1.02%)

• While remuneration will not exceed the $1,200,000 aggregate in FY2022 the Board believes it is appropriate to review the cap which was set on 25 October 2016

• Recommendation the pool be increased by $550,000 from $1.2 million to $1.75 million

• Directors will not be voting on this resolution

• The Chairman will exercise proxies as directed

Page | 35 FY2021 Annual General Meeting

Changes to the Constitution

There have been no amendments to the Constitution since the Company listed on the ASX in 2011. Following a recent review of the Company’s Constitution, the changes set out below are proposed.

• Removal of Rule 3 – Maximum Shareholding – it ceased to apply after 16 August 2021

• Amendment to Rule 4.3(f) – Registered joint holders – accommodate replacement of Australian Clearing House Electronic Subregister System (CHESS) used by the ASX to record shareholdings and manage the clearing and settlement of share transactions in Australia

 Total Votes 165,669,893 (54.68%)  For 130,780,460 (78.94%)  Open 3,139,157 (1.89%)  Against 31,750,276 (19.16%)

• Amendment to Rules 1.2(c) and 8.2(d) – Technology at general meetings - authorise the holding of virtual general meetings where required

• Insert Rule 8.7A and amend Rule 1.1 – Direct voting - allow for direct voting, so that shareholders may vote on resolutions at general meetings by lodging their vote with the Company prior to the general meeting, without needing to attend the meeting or appoint a proxy, attorney or representative

• Amend Rules 12.1(k) and 12.1(l) – Mandatory Direct Credit - clarify the payment of dividends by direct credit and, in particular, the way in which dividend entitlements will be dealt with if shareholders do not nominate a bank account into which a dividend can be paid

Page | 36 FY2021 Annual General Meeting

Becoming The Great Australian Food Company

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Disclaimer

The following disclaimer applies to this presentation and any information provided in this presentation (Information). You are advised to read this disclaimer carefully before reading or making any other use of this presentation or any Information.

This presentation has been prepared by Bega Cheese Limited ACN 008 358 503 (Bega Cheese) on information available at the time of its preparation. The Information is in summary form and does not purport to be complete. Except as required by law, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness, reliability or correctness of the Information, opinions or conclusions, or as to the reasonableness of any assumptions.

Certain statements, particularly those regarding possible or assumed future performance, costs, returns, prices, potential business growth, industry growth or other trend projections, and any estimated company earnings or other performance measures, are, or may be, forward looking statements. Such statements relate to future events and expectations and as such involve unknown risks and uncertainties, many of which are outside the control of or unknown to Bega Cheese and its officers, employees, agents or associates. Actual results, performance or achievement may vary materially from any forward looking statements and the assumptions on which those are based, and such variations are normal and to be expected.

The Information also assumes the success of Bega Cheese’s business strategies. The success of the strategies is subject to uncertainties and contingencies beyond Bega Cheese’s control, and no assurance can be given that the anticipated benefits from the strategies will be realised in the periods for which forecasts have been prepared or otherwise. Given these uncertainties, Bega Cheese cautions investors and potential investors not to place undue reliance on these forward-looking statements.

The Information may be changed at any time in Bega Cheese’s absolute discretion and without notice to you. Bega Cheese undertakes no obligation to revise the forward looking statements included in this presentation to reflect any future events or circumstances, except as required by law or any relevant regulatory authority.

The release, publication or distribution of this Information in jurisdictions outside of Australia may be restricted by law and you should observe any such restrictions. This Information does not constitute investment, legal, accounting regulatory, taxation or other advice and the Information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the Information. You are solely responsible for seeking independent professional advice in relation to the Information and any action taken on the basis of the Information. No responsibility or liability is accepted by Bega Cheese or any of its officers, employees, agents or associates for any of the Information or for any action taken by you on the basis of the information.

Page | 38 FY2021 Annual General Meeting