BEGA CHEESE LIMITED — Proxy Solicitation & Information Statement 2017

Dec 3, 2017

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Notice of Extraordinar General Meetin y g

Bega Cheese Limited

ABN 81 008 358 503

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Bega Cheese Limited ABN 81 008 358 503

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting ( Meeting ) of Bega Cheese Limited ABN 81 008 358 503 ( Company ) will be held at the Bega Valley Commemorative Civic Centre, Zingel Place, Bega NSW on Friday, 5 January 2018 at 10:00 am

BUSINESS

1. Approval of the issue of Shares under the June 2017 Institutional Placement To consider and, if thought fit, pass the following as an ordinary resolution:

“That the previous issue of 22,890,441 ordinary shares in the Company at $5.35 per share under an institutional placement in June 2017 (the terms and conditions of which are described in the Explanatory Notes accompanying the Notice of Meeting convening this meeting), is approved for all purposes, including for ASX Listing Rule 7.4.”

Date: 28 November 2017

BY ORDER OF THE BOARD

Brett Kelly Company Secretary

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ABN 81 008 358 503

Bega Cheese Limited

EXPLANATORY NOTES

In June 2017 the Company completed an institutional placement of 22,890,441 ordinary shares ( Placement Shares ) at a price of $5.35 per share. The Placement Shares were offered by the Company through Bell Potter Securities Limited as the lead managed and issued to certain institutional investors, and ranked equally in all respects with existing ordinary shares on issue. The placement was followed by a Share Purchase Plan ( SPP ) under which ordinary shares were offered to all eligible Australian and New Zealand shareholders. The proceeds from the placement and the SPP were used to improve the Company’s financial flexibility to take advantage of future growth opportunities.

In general terms, Listing Rule 7.1 provides that a company must not issue or agree to issue equity securities that total more than 15% of its fully paid ordinary shares in a 12 month period without the approval of its shareholders ( 15% placement capacity ), subject to certain exceptions. The issue of the Placement Shares was made within this 15% placement capacity pursuant to Listing Rule 7.1. Shares issued under the SPP are not counted in the 15% placement capacity pursuant to a specific exception for security purchase plans in Listing Rule 7.2.

Listing Rule 7.4 provides that an issue of shares by a company made under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1, if it is subsequently approved by the company’s shareholders.

The Company is seeking shareholder approval under Listing Rule 7.4 to the previous issue of the Placement Shares so as to maintain flexibility to issue shares up to the 15% limit and take advantage of any opportunities that may arise during the next 12 months.

If shareholder approval is obtained for the previous issue of the Placement Shares, the Company will have the flexibility to issue further securities under its 15% placement capacity as set out in Listing Rule 7.1. The effect of approving Item 1 will be to refresh the Company’s 15% placement capacity so that it would be the same as if the Placement Shares had not been issued.

However, any future equity raisings would remain subject to the 15% limit set out in Listing Rule 7.1.

The Board unanimously recommends that shareholders vote in favour of this resolution.

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Bega Cheese Limited

ABN 81 008 358 503

FURTHER INFORMATION

Right to vote

A member can vote at the Meeting:

• a) in person;

• b) by proxy;

• c) by attorney; or

• d) by corporate representative (if you are a corporate shareholder).

You will be eligible to attend and vote at the Meeting if you are registered as a holder of shares in the Company at 10:00am on Thursday 4 January 2018.

Proxies

A member entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the member. The person appointed as proxy may, but does not need to be, a member of the Company. A proxy form accompanies this notice.

If the member is entitled to cast two or more votes, the member may appoint two proxies. If you appoint two proxies, each will require a separate form. If you require a second proxy form please contact the Company Secretary on (02) 6491 7777. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the votes.

An instrument of proxy in which the name of the appointee is not filled in is taken to be given in favour of the Chairperson of the meeting to which it relates.

If the member does not instruct its proxy on how to vote, the proxy may, subject to the restrictions to the voting of undirected proxies outlined below, vote as he or she sees fit at the Meeting.

Please refer to the enclosed proxy form for instructions on completion and lodgement. In order for the appointment of a proxy to be valid, the proxy form MUST be received by the Company at least 48 hours before the time for holding the Meeting. Where the proxy form is executed under a power of attorney, the original or an attested copy of the power of attorney or other authority (if any) under which it is signed MUST also be lodged with the Company at least 48 hours before the time for holding the Meeting. Proxy forms received after this time will be invalid.

How the Chairperson will vote undirected proxies

The Chairperson will vote undirected proxies on, and in favour of, all of the proposed resolutions.

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ABN 81 008 358 503

Bega Cheese Limited

Voting Exclusion Statement

The Company will disregard any votes cast on Item 1 (Approval of the issue of Shares under the June 2017 Institutional Placement) by any person who participated in the issue and any associate of those persons. However, the Company will not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chairperson of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting by corporate representative

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate shareholder’s representative. The authorisation may be effective either for this Meeting only or for all meetings of the Company.

Lodgement of proxy forms, powers of attorney and authorities

The appointment of a proxy or attorney for the Meeting is not effective unless the instrument appointing the proxy or attorney, and the original or an attested copy of the power of attorney or other authority (if any) under which the instrument is signed, are received by the Company at least 48 hours before the Meeting. Any forms received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 BY MAIL Bega Cheese Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FACSIMILE +61 2 9287 0309 ONLINE: at www.linkmarketservices.com.au using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN ) as shown on the front of the proxy form).

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Bega Cheese Limited ABN 81 008 358 503

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  Bega Cheese Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM

I/We being a shareholder(s) of Bega Cheese Limited (the Company ) and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am on Friday, 5 January 2018 at the Bega Valley Commemorative Civic Centre, Zingel Place, Bega NSW (the Meeting ) and at any postponement or adjournment of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Item

For Against Abstain *

1 That the previous issue of 22,890,441 ordinary shares in the Company at $5.35 per share under an institutional placement in June 2017 (the terms and conditions of which are described in the Explanatory Notes accompanying the Notice of Meeting convening this meeting), is approved for all purposes, including for ASX Listing Rule 7.4.

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

BGA PRX1801A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 3 January 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN), Holder Identification Number (HIN) or Employee ID as shown on the front of the Proxy Form).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL 

Bega Cheese Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.