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DUXTON FARMS LTD Investor Presentation 2018

Nov 27, 2018

64759_rns_2018-11-27_835824c4-3d70-43d4-802b-d865aa605a78.pdf

Investor Presentation

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DUXTON BROADACRE FARMS

28 November 2018

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DISCLAIMER

This presentation was prepared by Duxton Capital (Australia) Pty Ltd [ACN: 164 225 647; AFSL no. 450218] (“DC Australia”) as Investment Manager on behalf of Duxton Broadacre Farms Limited [ACN 129 249 243] (“Duxton Broadacre Farms” or “DBF”). The content of this presentation is intended only as a source of general information and is not the basis for any contract to deal in, or an offer of, any security. Information from this presentation must not be issued in any jurisdiction where prohibited by law and must not be used in any way that would be contrary to Australian law or regulation. Specifically, this presentation shall not be construed as the making of any offer or invitation to anyone in any jurisdiction in which such offer is not authorised or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such an offer. Particularly, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any US person.

This presentation is not intended to contain financial product advice as defined in the Act. This presentation is not intended to influence any person in making a decision in relation to investing in DBF. This presentation does not take into account the investment objectives, financial situation or needs of any particular investors. No person should base their decision to invest in DBF solely on the information in this presentation. Permitted Investors should consider the suitability of an investment in DBF in view of their financial position and investment objectives and needs and should consult their professional advisors accordingly.

No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this presentation. The forecasts and/or sensitivity analyses provided are based upon DC Australia’s and DBF’s opinion of the market as at the date of this presentation and are subject to change, dependent on future changes in the market. Any prediction, projection or forecast on the economy, stock market, bond market, any commodity or the economic trends of the markets is not necessarily indicative of the future or likely performance. Investments are subject to risks, including possible loss of principal amount invested. The value of interests in the securities discussed in this presentation and any derived income may fall as well as rise. Past performance or any prediction or forecast is not necessarily indicative of future performance and returns are not guaranteed. To the extent permitted by applicable law, none of DC Australia or Duxton Broadacre Farms, their respective affiliates, or any officer or employee of DC Australia or Duxton Broadacre Farms accepts any liability whatsoever for any direct or consequential loss arising from any use of this presentation or its contents.

FINANCIAL DATA

All references in this presentation to “$” are to Australian currency, unless otherwise stated. A number or figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in the presentation.

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CONTENTS

The Team

Chairman’s Address Operational Update Key Resolutions Key Contact

DUXTON BROADACRE

~~The Team at Duxton Broadacre Farms~~

THE BOARD

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ED PETER TONY HAMILTON
Chairman of the Board Managing Director
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TONY HAMILTON STEPHEN DUERDEN
Managing Director Non-Executive Director
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STEPHEN DUERDEN MARK HARVEY
Non-Executive Director
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MARK HARVEY
Independent Director/Deputy Chair
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WADE DABINETT
Independent Director
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BRYAN GOLDSMITH
Chief Operating Officer
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WILL BRENNAN
Portfolio Manager
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DONALD STEPHENS
Company Secretary
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4

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CONTENTS

The Team

Chairman’s Address Operational Update Key Resolutions Key Contact

~~Chairman’s Address~~

DUXTON BROADACRE

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1 Highlights of year ended 30 June 2018
2 Vision for the future
3 Investment environment
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6

~~Chairman’s Address~~

DUXTON BROADACRE

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1 Highlights of year ended 30 June 2018
2 Vision for the future
3 Investment environment
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7

  • Listed 8 February 2018, at $1.50/share

  • Raised $21.1 million (of $22 million maximum)

8

~~Chairman’s Address~~

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Walla Wallah

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Yarranlea

DUXTON BROADACRE

  • Irrigation development of Walla Wallah and Yarranlea fast-tracked due to drier conditions in the winter of 2018.

  • 210ha developed at Walla Wallah

  • 245ha developed at Yarranlea

  • 1,173ha total row-cropcapable- area post development

In addition, Duxton Broadacre farms has been acquiring water entitlements ahead of dry conditions:

  • 2,857ML Ground Water

  • 800ML General Security surface water (to be settled)

9

~~Chairman’s Address~~

DUXTON BROADACRE

PROPERTY Valuation at March 2017* Valuation at June 2018
Yarranlea $7,435,000 $7,850,000
Merriment $2,000,000 $2,600,000
Cowaribin $2,100,000 $2,800,000
Walla Wallah $7,000,000 $8,000,000
Timberscombe $24,000,000 $28,750,000
Kentucky $15,800,000 $18,200,000
Total $58,335,000 $68,200,000
+17%

March 2017, and *October 2017 for Yarranlea

10

~~Chairman’s Address~~

DUXTON BROADACRE

Barley

Canola

Chickpeas

Wheat

TOTAL

Cotton

Hay - Canola Hay - Lucerne TOTAL

Area (ha) Area (ha) Yield (t/ha) Yield (t/ha) Production (t) Production (t) Price ($/t) Price ($/t)
Prospectus FY2018 Prospectus FY2018 Prospectus FY2018 Prospectus FY2018
1,251
1,251
3.00 t/ha
3.23 t/ha
3,753
4,037
$250
$349
4,722
4,722
2.20 t/ha
0.97 t/ha
10,388
4,589
$605
$512
544
544
1.50 t/ha
1.62 t/ha
816
880
$850
$606
6,883
6,883
2.61 t/ha
3.14 t/ha
17,965
21,611
$290
$281
13,400
13,400
32,922
31,117
505
400
11.0 b/ha
12.91 b/ha
5555 b
5162 b
$500
$580
900 2.50 t/ha 2,250 $110
104 12.0 t/ha 1,248 $300
14,909
13,800

FY2018 price has been reconciled to revenue via quantity sold in FY18 (noting this may include what was technically FY17 or Dec 2016 production).

11

~~Chairman’s Address~~

DUXTON BROADACRE

PROFIT & LOSS (extract)
30 June 2018
Adjusted Earnings
30 June 2018*
Statutory Earnings
30 June 2018
Gross profit plus cropping costs $11,403,052 $11,403,052
Cropping costs ($6,452,928) ($7,790,082)
Listing costs - ($375,684)
Other costs ($3,260,622) ($3,260,622)
Profit before income tax $1,689,502 ($23,336)

*Note this result has not been audited or reviewed. The basis of the adjustment is set out in the Annual Report.

12

~~Chairman’s Address~~

DUXTON BROADACRE

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1 Highlights of year ended 30 June 2018
2 Vision for the future
3 Investment environment
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13

~~Broadacre farming with economies of scale, diversification, flexibility and active management~~ AUSTRALIAN BROADACRE

DUXTON BROADACRE FARMS (“DBF”)

The Company actively manages an aggregation of broadacre farms in Australia. Risk is mitigated and returns are optimised through ownership of water entitlements (securing water supply), through geographic and commodity diversification, and through a mix of both dryland and irrigated cropping. DBF seeks to provide investors with direct exposure to

agriculture, to act as an inflationary hedge, and with a low correlation to traditional assets.

KEY INFORMATION

Existing NSW Aggregation: Merriment, Wyalong, Yarranlea

  • (combined)

  • 19,465Ha owned

  • 7,365ML water entitlements owned

  • 6,798ML water entitlements leased

Acquisition: Boorala Property

  • ~1,980Ha owned

  • ~3,000 ewes

Current share price $1.545 per share (as at 27 NOV 2018) Current shares on issue 43,048,666 Current Market Cap $66.5 million Net Assets (30 June 2018) $73.7 million (statutory) Net Assets (30 June 2018) $74.3 million (fair market) ASX Code DBF Investment Manager Duxton Capital (Australia) Pty Ltd

  • ~70 rams

  • Improvements, plant and equipment on a walk-in walk-out basis

14

~~Chairman’s Address~~

DUXTON BROADACRE

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1 Highlights of year ended 30 June 2018
2 Vision for the future
3 Investment environment
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15

~~Australia has low sovereign risk and comparatively productive, yet mis-priced land~~

AUSTRALIAN BROADACRE

WHY AUSTRALIA

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16

Sources: http://www.fao.org/faostat/en/#rankings/countries_by_commodity // http://www.fao.org/faostat/en/#data/QC Note: this is an animation for presentation.

~~Australia has low sovereign risk and comparatively productive, yet mis-priced land~~

AUSTRALIAN BROADACRE

$100m US invested

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Average Land Price ($USD) $2,117 $24,680 $23,340 $25,404 $10,106 Ha Purchased 47,237 4,052 4,284 3,936 9,895 5-year average production (t/ha) 1.96 7.94 8.91 7.90 3.14 Annual production (t) 92,675 32,162 38,154 31,086 31,050 USD to produce 1t $1,079 $3,109 $2,261 $3,217 $3,221 Average Farmgate Price ($USD/t) $242 $235 Not available $235 $225 Revenue ($USD) $22.4 million $7.6 million Not available $7.3 million $7.0 million Average Operating $169 $160 Not available $160 $154 Cost of Production ($USD/t) Operating Cost ($USD) $15.7 million $5.15 million Not available $5.0 million $4.8 million Profit per USD$100m invested $6.8 million $2.4 million Not available $2.3 million $2.2 million

Sources: https://grdc.com.au/__data/assets/pdf_file/0015/117321/8114-cost-of-production-fs-pdf.pdf.pdf http://www.fao.org/faostat/en/#data/QC

17

AUSTRALIAN BROADACRE

~~Australian farmland is now undervalued due to drought conditions and a strengthening of the AUD~~

WHY AUSTRALIA

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DRY WET DROUGHT WET DRY

300

250
200

150
100

50
-
-50

-100
-150
1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
mm above or below long-term average
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  • Australia has a variable climate and can go through periods of flood and drought.

  • Broadacre cropping is largely dryland (rather than irrigated) so relies on rainfall to a greater extent than some other crops.

  • The graph shows annual rainfall in comparison to the long-term average rainfall (mm).

  • The drought conditions through the Millennium put a significant pressure on Australian broadacre farmers and in many cases forced them to sell the land they could not make productive through this period.

Duxton Broadacre Farms is located in NSW, currently under drought conditions, however recent earnings forecasts indicate that even in these dry conditions, the Company is expecting to make a profit.

-200

18

Sources: http://www.bom.gov.au/climate/current/annual/aus/#tabs=Rainfall

~~Australian farmland is now undervalued due to drought conditions and a strengthening of the AUD~~

AUSTRALIAN BROADACRE

WHY AUSTRALIA

2018 Achieved
Yields
Actual Price 10%
Retracement
25%
Retracement
30%
Retracement
50%
Retracement
75%
Retracement
100%
Retracement
Underlying
Operating Profit
($’000)
1,690 3,214 5,501 6,263 9,313 13,124 16,936
Return on Equity 2% 4% 7% 8% 13% 18% 23%
  • We consider grain prices to be close to the bottom of the cycle.

If wheat prices were to return to the levels seen in the 1970s (high point in the last 40+ years), and assuming all other factors remain the same, the top graph shows the potential impact on underlying profit for Duxton Broadacre Farms.

2018 has been a tough year, with frost, spray drift and the emergence of drought conditions.

2015 Achieved
Yields
Actual Price 10%
Retracement
25%
Retracement
30%
Retracement
50%
Retracement
75%
Retracement
100%
Retracement
Underlying
Operating Profit
($’000)
3,363 5,486 8,670 9,731 13,976 19,283 24,590
Return on Equity 5% 7% 12% 13% 19% 26% 33%

Assuming yields were closer to bumper crop yields (based on actual 2015 production), the positive impact of a price retracement is even greater.

Based on 2018 actual result results, and assuming Duxton Broadacre achieved the same yields, the prices of the 3 core commodities would need to fall by 32% from what was actually achieved for underlying profit to become $0 (i.e. break-even).

Note: the above sensitivity analyses are not intended to be perceived as an indication or commentary on probability of these possible retracement events. Sources: http://www.agriculture.gov.au/abares/research-topics/agricultural-commodities/agricultural-commodities-trade-data#2011 http://www.abs.gov.au/AUSSTATS/[email protected]/DetailsPage/6401.0Sep%202018?OpenDocument

19

~~Australia is a net exporter and expects growing global demand for broadacre production~~

AUSTRALIAN BROADACRE

EMERGING MIDDLE CLASS

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ASIA PACIFIC
[up 514.9%]
2009: 525 million
2030: 3,228 million
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Sources: 2009, www.outline-world-map.com // Kharas, H. 2010, Working Paper No. 285: ‘The emerging middle class in developing countries,’ OECD Development Centre

20

~~Australia is a net exporter and expects growing global demand for broadacre production~~

AUSTRALIAN BROADACRE

INDONESIA GROWING POPULATION AND MIDDLE CLASS

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INDONESIA
2004: 2 million
2030: 120 million
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Sources: 2009, www.outline-world-map.com // Kharas, H. 2010, Working Paper No. 285: ‘The emerging middle class in developing countries,’ OECD Development Centre

21

AUSTRALIAN BROADACRE

~~Australia is a net exporter and expects growing global demand for broadacre production~~

INDONESIA GROWING POPULATION AND MIDDLE CLASS

GDP and food consumption

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4000

3500

3000
2500
2000 •
1500

1000
500
0
0 10000 20000 30000 40000 50000 60000
GDP per capita (USD/capita)
Protein consumption (kcal/capita/day)
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  • As nations become wealthier, typically red meat consumption increases.

It is likely this will cause increased demand for grain through intensive production systems, feedlots, and where livestock are largely reared on grains.

Beef production is inefficient; to produce 1 gram of beef, approximately 8.3 grams of grain is required.

The energy content of this 1 gram of beef is 2.78 calories, while the respective amount of grain required contains approximately 25 calories.

22

Source: Macquarie Agricultural Funds Management; The case for investing in agriculture

AUSTRALIAN BROADACRE

~~Australia is a net exporter and expects growing global demand for broadacre production~~

FOOD CONSUMPTION BY INCOME GROUPING (180 COUNTRIES, IN 2013)

QUINTILE OF GDP PER CAPITA IN 2013 QUINTILE OF GDP PER CAPITA IN 2013 QUINTILE OF GDP PER CAPITA IN 2013 QUINTILE OF GDP PER CAPITA IN 2013 QUINTILE OF GDP PER CAPITA IN 2013
POOREST NATIONS RICHEST NATIONS
2018 Achieved Yields 1 2 3 4 5
Food type (g/capita/day)
Fruit 95 115 140 146 168
Vegetables 264 198 194 204 167
Whole grains 35.9 22.6 20.5 19.1 40.8
Milk 41 62 113 129 187
Nuts and seeds 5.3 5.7 5.5 6.1 5.3
Fibre 25.0 22.8 22.0 21.1 20.5
Red meat 24 39 49 61 68
Processed meat 7.0 7.9 12.4 22.1 27.1
Sweet drinks 95 93 116 119 104

23

Sources: Masters, 2016

~~Australia is a net exporter and expects growing global demand for broadacre production~~

AUSTRALIAN BROADACRE

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WORLD
0.26 ha 1980
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ARABLE LAND PER CAPITA

0.19 ha 2015

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EU
NORTH AMERICA
0.26 ha 1980
0.93 ha 1980
0.21 ha 2015
0.55 ha 2015
LATIN AMERICA
MIDDLE EAST & NORTH AFRICA
0.33 ha 1980
0.28 ha 1980 SOUTH ASIA
0.28 ha 2015 0.24 ha 1980
0.13 ha 2015
0.12 ha 2015
AUSTRALIA
2.99 ha 1980
1.93 ha 2015
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Sources: 2009, www.outline-world-map.com // Kharas, H. 2010, Working Paper No. 285: ‘The emerging middle class in developing countries,’ OECD Development Centre https://data.worldbank.org/indicator/AG.LND.ARBL.HA.PC

24

~~Australia is a net exporter and expects growing global demand for broadacre production~~

AUSTRALIAN BROADACRE

GLOBAL ARABLE LAND PER CAPITA

0.17 ha 2050

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0.18 ha 2040
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0.20 ha 2030
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25

Sources: 2009, www.outline-world-map.com // Kharas, H. 2010, Working Paper No. 285: ‘The emerging middle class in developing countries,’ OECD Development Centre https://data.worldbank.org/indicator/AG.LND.ARBL.HA.PC

TAKE HOME MESSAGE

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1 Real underlying assets
2 Exposure to Australian agriculture
3 Highly qualified and experienced operational and management teams
4 Uncorrelated returns and a potential inflation hedge
5 Mispriced land present opportunity for potential capital growth over time
6 Diversified portfolio and farming approach
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26

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CONTENTS

The Team

Chairman’s Address Operational Update Key Resolutions Key Contact

DUXTON BROADACRE

~~Operational update~~

ASX Listing

  • 8 February 2018

  • Developments

Acquisition and Integration

  • Yarranlea property

  • Wyalong property

  • Irrigation development initiated

  • Groundwater acquisitions

  • Bore drilling

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AUG 2017 OCT 2017 DECEMBER 2017 FEB 2018 APR 2018 JUNE 2018
JULY 2017 SEPT 2017 NOV 2017 JAN 2018 MARCH 2018 MAY 2018
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Frost event

  • Damage to 2,000ha of Canola

  • Salvaging silage for internal feed requirements

Significant rain event

  • During winter harvest

Extreme dry conditions

  • NSW declared to be in drought

  • Duxton Broadacre Farms is water secure

28

Barley

Canola

Chickpeas

Wheat

TOTAL

Cotton

~~Operational update~~

DUXTON BROADACRE

Hay - Canola Hay - Lucerne

TOTAL

Area (ha) Area (ha) Area (ha) Yield (t/ha) Yield (t/ha) Yield (t/ha) Production (t) Production (t) Production (t) Price ($/t) Price ($/t) Price ($/t)
Prospectus FY2018 2019
October
Reforecast
Prospectus FY2018 2019 Prospectus FY2018 2019 Prospectus FY2018 2019
October
Reforecast
October
Reforecast
October
Reforecast
1,251
1,251
4,793 3.00 t/ha
3.23 t/ha
1.27 t/h 3,753
4,037
6,082 $250
$349
$400
4,722
4,722
2,075 2.20 t/ha
0.97 t/ha
0.20 t/ha 10,388
4,589
408 $605
$512
$620
544
544
718 1.50 t/ha
1.62 t/ha
1.0 t/ha 816
880
718 $850
$606
$800
6,883
6,883
7,119 2.61 t/ha
3.14 t/ha
1.66 t/ha 17,965
21,611
11,821 $290
$281
$420
13,400
13,400
14,705
505
400
700 11.0 b/ha
12.91 b/ha
11.0 b/ha 5555 b
5162 b
7700 b $500
$580
$600
900 2.50 t/ha 2,250 1,400 $110 $300
104 76 12.0 t/ha 12.0 t/ha 1,248 912 $300 $280
14,909
13,800
15,531

FY2018 price has been reconciled to revenue via quantity sold in FY18 (noting this may include what was technically FY17 or Dec 2016 production).

29

Duxton Broadacre Farms – Boorala Acquisition

ACQUISITION SUMMARY

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ACQUISITION SUMMARY

Duxton Broadacre Farms is pleased to announce it has contracted the acquisition of the “ Boorala ” asset on a walk-in walk-out basis including improvements, plant, equipment and livestock for A $15 million .

The acquisition of this high quality asset provides both geographic and operational diversification to the existing portfolio, while also serving as a key foothold for further expansion.

The expected date for completion of the acquisition is 24 January 2019. Completion is subject to FIRB approval. The acquisition will be funded through $10 million of bank debt currently available on the existing facility, and $5 million cash on deposit.

Located near the border of South Australia near Naracoorte, this provides the Company with geographic diversification and expanding broadacre cropping and livestock farming capabilities.

The property was previously owned by Kirsty Frances Flower and Martin Alexander Flower .

Acquisition: Boorala Property

  • ~1,980Ha owned

  • ~3,000 ewes

  • ~70 rams

  • Improvements, plant and equipment on a walk-in walk-out basis

  • No other material information relevant to assessing the impact of the transaction on the price or value of entities securities.

  • No security holder approvals required

30

  1. No changes to the Board or senior management as a consequence of the transaction

31

32

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CONTENTS

The Team

Chairman’s Address Operational Update Key Resolutions Key Contact

~~ITEM OF BUSINESS 1: Consideration of Financial Reports of the Directors and Auditors~~

DUXTON BROADACRE

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Resolution

To receive and consider the Financial Report, Directors’ Report and Independent Auditor’s Report for the financial period ended 30 June 2018.

The relevant documents are also available on the Duxton Broadacre Farms website: www.duxtonbroadacre.com

34

~~RESOLUTION 1: Adoption of the Remuneration Report~~

DUXTON BROADACRE

Resolution

To consider, and if thought fit, to pass the following resolution as a non-binding resolution :

“To adopt the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2018.”

Pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

VOTE TYPE VOTED % % OF ALL SECURITIES
For
10,563,652
98.95
24.54
Against
21,750
0.20
0.05
Open-Usable
139,353
1.30
0.32
Board
36,333
0.34
0.08
Non-Board
103,020
0.96
0.24
Open-Cond
0
0
0.00
Open Unusable
0
N/A
0.00
Abstain
2,200
N/A
0.01
Excluded
10,186,665
N/A
23.66

35

~~RESOLUTION 2: Election of Director – Ed Peter~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 14.5 and all other purposes, Ed Peter, who having been appointed as a Director of the Company on 22 September 2017 in accordance with clause 49 of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,775,767
99.34
48.26
Against
0
0.00
0.00
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
2,200
N/A
0.00
Excluded
10,186,665
N/A
0.00

36

~~RESOLUTION 3: Election of Director – Stephen Duerden~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 14.5 and all other purposes, Stephen Duerden, who having been appointed as a Director of the Company on 16 January 2008, and being eligible for election, be elected as a Director of the Company.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,762,067
99.33
48.23
Against
1,500
0.01
0.00
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
12,200
N/A
0.03
Excluded
0
N/A
0.00

37

~~RESOLUTION 4: Election of Director – Wade Dabinett~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 14.5 and all other purposes, Wade Dabinett, who having been appointed as a Director of the Company on 22 September 2017 in accordance with clause 49 of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,772,267
99.32
48.25
Against
3,500
0.02
0.01
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
0
N/A
0.00
Excluded
0
N/A
0.00

38

~~RESOLUTION 5: Election of Director – Mark Harvey~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 14.5 and all other purposes, Mark Harvey, who having been appointed as a Director of the Company on 22 September 2017 in accordance with clause 49 of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,706,101
99.33
48.10
Against
1,500
0.01
0.00
Open-Usable
139,353
0.66
0.32
Board
36,333
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
66,666
N/A
0.15
Excluded
0
N/A
0.00

39

~~RESOLUTION 6: Appointment of Auditor~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass following resolution as a special resolution :

“That, for the purposes of Section 327B of the Corporations Act and for all other purposes, Deloitte, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company, on the terms and conditions set out in the Explanatory Statement.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,775,767
99.34
48.26
Against
0
0.00
0.00
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
0
N/A
0.00
Excluded
0
N/A
0.00

40

~~RESOLUTION 7: Approval of issue of Equity Securities to Wade Dabinett~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of up to 23,333 Shares to Mr Wade Dabinett (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,745,317
99.24
48.19
Against
21,750
0.10
0.05
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
8,700
N/A
0.02
Excluded
0
N/A
0.00

41

~~RESOLUTION 8: Approval of issue of Equity Securities to Mark Harvey~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of up to 23,333 Shares to Mr Mark Harvey (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,678,651
99.24
48.04
Against
21,750
0.10
0.05
Open-Usable
137,853
0.66
0.32
Board
34,833
0.17
0.08
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
75,366
N/A
0.18
Excluded
0
N/A
0.00

42

~~RESOLUTION 9: Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, for the purposes of Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7.1A.2, be approved on the terms set out in the Explanatory Statement."

VOTE TYPE VOTED % % OF ALL SECURITIES
For
20,580,850
98.45
47.81
Against
21,750
0.10
0.05
Open-Usable
304,520
1.45
0.71
Board
201,500
0.96
0.47
Non-Board
103,020
0.49
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
6,500
N/A
0.02
Excluded
0
N/A
0.00

43

~~RESOLUTION 10: Non-Executive Director total remuneration~~

DUXTON BROADACRE

Resolution

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.17 and clause 53 of the Constitution, the maximum aggregate amount per annum available for payment as remuneration to the Non-Executive Directors of the Company is $300,000 per annum.”

VOTE TYPE VOTED % % OF ALL SECURITIES
For
10,558,652
98.49
24.53
Against
21,750
0.20
0.05
Open-Usable
140,053
1.31
0.33
Board
37,033
0.35
0.09
Non-Board
103,020
0.96
0.24
Open-Cond
0
0.00
0.00
Open Unusable
0
N/A
0.00
Abstain
6,500
N/A
0.02
Excluded
10,186,665
N/A
23.66

44

KEY CONTACTS

Will Brennan Duxton Capital (Australia) Portfolio Manager [email protected] +61 450 160 005 +61 8 8130 9500

Lauren Thiel Duxton Capital (Australia) Business Development [email protected] +61 417 834 549 +61 8 8130 9500

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