BEGA CHEESE LIMITED — AGM Information 2021

Mar 28, 2021

==> picture [345 x 104] intentionally omitted <==

Extraordinary General Meeting 29 March 2021 Barry Irvin – Executive Chairman

Page 1

==> picture [428 x 126] intentionally omitted <==

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Welcome
----- End of picture text -----

 Shareholders

 Suppliers

 PricewaterhouseCoopers

 Addisons Lawyers

• Link Market Services

 Bega Cheese staff

• Apologies

==> picture [81 x 55] intentionally omitted <==

Page 2

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Agenda
----- End of picture text -----

 Financial assistance approval (special resolution)

For the purposes of section 260B(2) of the Corporations Act and for all other purposes, approval is given for Bega Dairy and Drinks Pty Ltd ACN 004 486 631 ( BDD ) and any subsidiaries of BDD, including but not limited to the Material Subsidiaries (as defined in the Disclosure Statement accompanying the Notice of Meeting), to give financial assistance in connection with the acquisition by the Company of all of the issued shares in BDD, as described in the Disclosure Statement accompanying the Notice of Meeting.

==> picture [81 x 55] intentionally omitted <==

Page 3

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Lion Dairy & Drinks acquisition
----- End of picture text -----

• Acquired all of the shares in Lion Dairy & Drinks Pty Ltd for $534 million

• Acquisition completed 25 January 2021

• Bega Cheese became the owner Lion Dairy and Drinks Pty Ltd, its subsidiaries and joint venture interests

 Names of Lion Dairy and Drinks Pty Ltd changed to Bega Dairy and Drinks Pty Ltd and Lion removed from subsidiary company names

• The purchase price was paid using funds from the capital raise and banking facilities under the Syndicated Facilities Agreement with Rabobank and Westpac

==> picture [81 x 55] intentionally omitted <==

Page 4

Wholly-owned members of the Australian Group

==> picture [815 x 486] intentionally omitted <==

----- Start of picture text -----

Bega Cheese
Limited International entities
100% 100% 100% 100% 100% Joint Venture
Bega Cheese
Peanut Company of Bega Cheese Benefit Bega Dairy and Drinks Tatura Milk Industries
Investments Pty
Australia Limited Fund Limited Pty Ltd Limited
Limited
ACN 057 251 091 ACN 093 707 110 ACN 004 486 631 ACN 006 603 970
ACN 124 626 633
100%
Tatura Cheese
Industries Pty
Limited
ACN 005 646 104
28.76%
Dairy and Drinks
National Foods Bega Dairy and BDD Australia Singapore
CBH Foods Ltd Holdings Ltd Drinks Finance Pty Ltd PTE. LTD.
Joint Ventre ACN 051 195 067 Pty Ltd ACN 083 019 390 (Singaporean
ACN 051 078 285
entity)
49%
National Foods
Bega Dairy and Drinks (NZ) LtdDrinks (NZ) Ltd BDD Foods Drinks ServicesBega Dairy and Berri Pty Limited Vitasoy Australia Beverages Holdings Berri AsiaSdn. Bhd.
9429037260279NZBNNZBN ACN 002 400 339Pty Ltd ACN 080 706 887Pty Ltd ACN 008 077 889 Products Pty Ltd ACN 051 195 218Pty Limited (Malaysian entity)
30%
Malanda Blowflex
QUD Pty Ltd Dairy Vale Foods BDD Milk 70%
ACN 056 658 176 Dairyfoods Pty Limited Pty Ltd Mouldings
Pty Limited ACN 065 923 597 ACN 051 195 272 Pty Ltd
ACN 068 031 550 ACN 087 884 302
----- End of picture text -----

==> picture [244 x 258] intentionally omitted <==

----- Start of picture text -----

28.76%
Dairy Farmers Pty
Limited CBH Foods Ltd
ACN 010 308 068 Joint Ventre
Bega Dairy and Drinks (NZ) LtdDrinks (NZ) Ltd
9429037260279NZBNNZBN
25% 75%
Capitol Chilled
QUD Pty Ltd
Foods (Australia) ACN 056 658 176
Pty. Limited
ACN 074 590 757
Page 5
----- End of picture text -----

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Bega Dairy and Drinks
Syndicated Facilities Agreement
----- End of picture text -----

 Bega’s main banking facilities are provided under the Syndicated Facilities Agreement, including facilities to fund acquisitions as well as working capital and general corporate purposes

• Currently the loan facilities are supported by securities granted by Bega Cheese, Tatura Milk Industries and Peanut Company of Australia

 The newly acquired companies, namely Bega Dairy and Drinks Pty Limited and its subsidiaries (Dairy and Drinks) will, as part of the Bega Cheese Group, have the benefit of these banking facilities

==> picture [81 x 55] intentionally omitted <==

Page 6

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Bega Dairy and Drinks
Syndicated Facilities Agreement
----- End of picture text -----

• Dairy and Drinks entities are now required to become guarantors and provide security over assets

• This will be in addition to the existing security provided by Bega Cheese, Tatura Milk Industries and Peanut Company of Australia

• The provision of guarantees and security by the Dairy and Drinks entities will amount to them providing financial assistance in connection with Bega Cheese’s acquisition of all of the shares in Bega Dairy and Drinks Pty Ltd within the meaning of section 260A of the Corporations Act

• Consequently, the shareholders of Bega Cheese are required to approve these actions by the Dairy and Drinks entities before they can be implemented

==> picture [81 x 55] intentionally omitted <==

Page 7

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Bega Dairy and Drinks
Syndicated Facilities Agreement
----- End of picture text -----

• The banking facilities provided by Bega’s bankers under the Syndicated Facilities Agreement are important to the ongoing operation of the Bega Group

• As part of the Bega Group, the Dairy and Drinks entities will have the benefit of these facilities

• If approved by shareholders, the Dairy and Drinks entities will play their part in supporting these facilities by becoming guarantors and providing additional security

• If shareholder approval is not provided, this support will not be possible and Bega Cheese will be in breach of the Syndicated Facilities Agreement

 The Board of Bega Cheese recommends that shareholders vote in favour of the special resolution.

==> picture [81 x 55] intentionally omitted <==

Page 8

==> picture [428 x 333] intentionally omitted <==

==> picture [134 x 91] intentionally omitted <==

Page 9

Bega Cheese Limited

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Voting procedure
----- End of picture text -----

 A poll is being held for this resolution

• Share registrar Nicholas O’Hagan of Link Market Services Limited will act as Returning Officer in relation to the poll

• If leaving early, please place voting cards in ballot box

• Results available on ASX after the meeting

==> picture [81 x 55] intentionally omitted <==

Page 10

==> picture [960 x 156] intentionally omitted <==

----- Start of picture text -----

Proxies
----- End of picture text -----

 Total Votes – 172,102,153 (56.87%)

 For– 169,384,821 (98.42%)

 Open– 2,653,883 (1.54%)

• Against– 63,449 (0.04%)

==> picture [81 x 55] intentionally omitted <==

Page 11

==> picture [226 x 146] intentionally omitted <==

Page 12

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.

==> picture [134 x 91] intentionally omitted <==

Page 13

Bega Cheese Limited