KEYTONE DAIRY CORPORATION LIMITED

ACN 621 970 652

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 2.00pm AEST

DATE: 26 July 2019

PLACE: Level 5, 126 Phillip Street, Sydney NSW 2000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm AEST on 24 July 2019.

2

BUS INESS OF THE MEET ING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 March 2019 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 March 2019.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(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 a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to

vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:

(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.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PETER HOBMAN

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

“That, for the purpose of clause 12.11 of the Constitution, and for all other purposes, Peter Hobman, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

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, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing

3

Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need 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 person chairing 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.

5. RESOLUTION 4 – ISSUE OF CONSIDERATION SECURITIES TO VENDORS

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

“That, subject to and conditional on the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 23,255,814 Shares and 69,767,442 Performance Shares to the Vendors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need 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 person chairing 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.

6. RESOLUTION 5 – ISSUE OF PLACEMENT SHARES

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

"That, subject to and conditional on the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 18,604,651 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need 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 person chairing 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.

7. RESOLUTION 6 – ELECTION OF PROPOSED DIRECTOR – DANIEL ROTMAN

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

4

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of the Constitution and for all other purposes, Daniel Rotman, who being eligible and having given his consent to act, be elected as a director of the Company with effect on and from Completion of the Transaction.”

8. RESOLUTION 7 – ELECTION OF PROPOSED DIRECTOR – ARIE NUDEL

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of the Constitution and for all other purposes, Arie Nudel, who being eligible and having given his consent to act, be elected as a director of the Company with effect on and from Completion of the Transaction.”

Dated: 26 June 2019

By order of the Board

Andrew Bursill Company Secretary

5

EXPLANATORY S TATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 March 2019 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.keytonedairy.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

6

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

A resolution on the remuneration report was not put to Shareholders at the previous annual general meeting. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PETER HOBMAN

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Peter Hobman, who has served as a director since 19 April 2018 and was last re-elected on 23 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Peter Hobman – Non-Executive Director

Mr. Hobman currently provides business development consulting services to dairy-related businesses and other organisations globally. He is a Director of NZ Food Innovation Waikato Ltd, NZ and Waikato Innovation Growth Ltd. He held the position of General Manager, MG Nutritionals Ltd, Murray Goulburn Coop Dairy Co Ltd, Australia from 2002 to 2012 with responsibility for the creation and executive management of the new business unit. These activities covered R & D and marketing and sales of B2B and own-brand retail pediatric nutrition powders, sports nutrition (powders, bars and beverages), formulated meal replacers for hospital diets and specialised bioactive ingredients such as lactoferrin. Mr. Hobman holds a Bachelors of Technology with Honours (majoring in biotechnology) from Massey University in New Zealand, and was awarded a New Zealand Certificate in Engineering (Mechanical Engineering).

3.3 Independence

If elected, the Board considers Mr Hobman will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Hobman and recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital (10% Placement Capacity) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

7

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $79,500,000 (based on the number of Shares on issue and the closing price of Shares on the ASX on 17 June 2019).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

As at the date of this Notice, the Company currently has 1 class of quoted Equity Securities on issue, being the Shares (ASX Code: KTD).

If Shareholders approve Resolution 3, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 4.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and

(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the

8

Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

(10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 17 June 2019 (being $0.53).

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on

Issue (Variable

‘A’ in ASX Listing Rule

7.1A2)

Dilution

Issue Price (per Share)

$0.265

50% decrease in Issue Price

$0.53

Issue Price

$0.795

50% increase in Issue Price

215,116,280

(Current Variable A)

Shares issued - 10% voting dilution

21,511,628Shares

21,511,628Shares

21,511,628Shares

Funds raised $5,700581 $11,401,163 $17,101,744

322,674,420

(50% increase in Variable A)

Shares issued - 10% voting dilution

32,267,442Shares

32,267,442Shares

32,267,442Shares

Funds raised $8,550,872 $17,101,744 $25,652,616

430,232,560

(100% increase in Variable A)

Shares issued - 10% voting dilution

43,023,256Shares

43,023,256Shares

43,023,256Shares

Funds raised $11,401,163 $22,802,326 $34,203,489

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 215,116,280 Shares on issue comprising:

(a) 150,000,001 existing Shares as at the date of this Notice of Meeting;

9

(b) 41,860,465 Shares which will be issued if Resolutions 4 and 5 are passed at this Meeting; and

(c) 23,255,814 Shares which will be issued under the Share Purchase Plan summarised in Section 5.6.

2. The issue price set out above is the closing price of the Shares on the ASX on 17 June 2019.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

10

(i) Non-cash consideration: In such circumstances, the Company intends to issue securities for non-cash consideration to accelerate the Company’s growth by investing in manufacturing facilities, enhance the distribution channels, acquire new brands, explore new geographic markets, enhance the existing product lines and develop proprietary brands within the dairy and nutrition blended products. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3; or

(ii) Cash consideration: In such circumstances, the Company intends to use the funds raised to accelerate the Company’s growth by investing in manufacturing facilities, enhance the distribution channels, acquire new brands, explore new geographic markets, enhance the existing product lines and develop proprietary brands within the dairy and nutrition blended products and / or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

(iii) the effect of the issue of the Equity Securities on the control of the Company;

(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

(v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 23 November 2018 (Previous Approval).

11

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 26 July 2018, the Company otherwise issued a total of 4,000,000 Options which represents approximately 1.8% of the total diluted number of Equity Securities on issue in the Company on 26 July 2018, which was 220,000,001.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

4.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

5. OVERVIEW OF THE TRANSACTION

5.1 Background to the Transaction

On 17 June 2019, the Company announced to ASX that it had entered into a conditional share purchase agreement to acquire 100% of the fully paid ordinary shares in the capital of Omniblend Pty Ltd (ACN 631 512 500) (Omniblend) from the shareholders of Omniblend (SPA) (Transaction). The shareholders of Omniblend are:

(a) Hospitam Pty Ltd, as trustee of the Tamad Trust,

(b) Janfred Pty Ltd, as trustee of the Mears Business Trust;

(c) Arna Consulting Pty Ltd, as trustee of the Arna Trust;

(d) Tedd Pty Ltd, as trustee for the Alan Rotman Family Trust No 2; and

(e) Chasen Pty Ltd, as trustee for the Rotman Investment Trust,

(together, the Vendors).

Details of the consideration payable by the Company under the Transaction are set out in Section 5.3 below.

12

The Transaction includes the acquisition of the Omniblend business including its assets, operations, employees and customers. The Omniblend facilities are located across Melbourne and service clients in the health, wellness and nutraceuticals sector, developing and manufacturing products for both domestic and export markets. Omniblend holds numerous licensing and manufacturing accreditations, including from the Certification and Accreditation Administration (CNCA) of the People's Republic of China, organic accreditations and “AA” status from the British Retail Consortium.

The Directors believe that the Transaction significantly diversifies the operational and customer base of the Company, facilitating the manufacture of additional high value, formulated blended powder products and long-life UHT drinks, in an attractive, logical and complimentary adjacency in the health and wellness sector. Omniblend brings additional manufacturing and product depth and capability, complimenting the existing core dairy powder capability of the Company in New Zealand.

The Transaction is consistent with the four pillar growth strategy of the Company set out in its IPO prospectus dated 30 April 2018 and represents what the Directors believe could be a significant and transformational milestone for the Company, by which the Company will expand its capacity, increase product capability, expand distribution channels and grow the number of geographic markets it services.

5.2 About Omniblend

(a) Omniblend Pty Ltd

Omniblend’s initial manufacturing facility was established in 2001 to blend and pack health and nutraceutical products to Australian food safety standards for distribution throughout Australia and export to international markets. Using best in class manufacturing techniques, Omniblend has established high-quality food/nutraceutical and long-life UHT drinks manufacturing and blending facilities, with modern and highly automated plant and equipment and well-regulated systems in place.

Omniblend holds numerous accreditations to manufacture products and export such products to Europe, Asia, North America and the Middle East. These include accreditations from Dairy Food Safety Victoria, the Certification and Accreditation Administration (CNCA) of the People's Republic of China, Organic certifications, “AA” accreditation from the British Retail Consortium and Halal certifications. The Omniblend team has over forty years of industry experience in contract manufacturing for clients and have grown the business to be a leading Australian contract manufacturer of high value nutritional products.

With extensive experience in food and nutraceutical blends combined with an ability to provide relevant underlying science, intellectual property, research management and patented nutraceutical ingredients, the Omniblend team are able to draw on expertise and practical know how to assist its clients in formulating and commercialising a diverse range of products for the growing health and wellness markets.

Omniblend works in confidence with its clients to produce their products or, as necessary, modify those formulations to provide a variety of tastes

13

and health benefits to suit product applications, markets and price points to ensure clients have high quality end-products for their customers.

The food contract manufacturing business (and associated assets) operated by Omniblend were previously owned and operated by a partnership named The Omniblend Partnership (Partnership). The Vendors undertook a restructure of the Partnership in anticipation of the Transaction pursuant to which Omniblend acquired the business and assets from the Partnership as well as certain entities in the Omniblend corporate group.

Omniblend wholly owns Omni Brands Pty Ltd which is the sales and marketing operation for all “Omniblend” branded products and is anticipated to be the trading entity which deals with retailers.

(b) Key personnel

The co-founders of Omniblend include:

Danny Rotman, Managing Director

Mr Rotman is a co-founder and the Managing Director of Omniblend. During his 11 years with Omniblend he has successfully overseen the operation of the business from inception with turnover of $3m to $32m in FY18.

Mr Rotman is the key relationship manager for Omniblend clients with a proven track record of identifying and commercialising product innovation. In addition to managing the Omniblend business, Mr Rotman’s key responsibilities include business development opportunities and leading all product innovation within the business.

Prior to founding Omniblend, Mr Rotman worked as a commercial lawyer with both Gadens and Rotman & Morris specialising in commercial law.

Arie Nudel, General Manager International and Business Development

Mr Nudel is a founding partner of Omniblend. Beginning a career in finance, Mr Nudel soon moved into biotechnology before establishing Omniblend in 2008.

Mr Nudel’s key responsibilities include identification and strategy for business growth including joint ventures, Government grant programs, vertical integration and export market development opportunities for Omniblend. He is responsible for several significant Government grants and has facilitated arrangements with large dairy companies, research institutes, universities, other companies and industry groups.

Mr Nudel has completed a Bachelor of Science and Bachelor of Commerce at Melbourne University, is a Graduate of the Australia Institute of Company Directors and is a Board Member of the Australia China Nutrition and Health Association.

14

(c) Statement of financial position for Omniblend

The unaudited statement of financial position for Omniblend as at 30 June 20191 is set out below:

1 Based on the unaudited management accounts for Omniblend forecast to 30 June 2019 which include the completion of an asset acquisition on a pro forma basis.

15

(d) Income statement for Omniblend

The unaudited statement of comprehensive income for Omniblend for the year ended 30 June 20192 is set out below:

5.3 Consideration for the Transaction

The Company will pay the Vendors the following consideration for the Transaction:

(a) a cash payment of $8,000,000;

(b) an issue of an aggregate of 23,255,814 Shares; and

(c) an issue of an aggregate of 23,255,814 Class D Performance Shares, 23,255,814 Class E Performance Shares and 23,255,814 Class F Performance Shares, convertible into Shares upon the satisfaction of the performance milestones and otherwise issued on the terms and conditions both set out in Schedule 2.

In addition, the Company will assume approximately $4,600,000 in third party financial debt currently owed by Omniblend.

5.4 Conditions Precedent to the Transaction

The acquisition of Omniblend by the Company from the Vendors will not proceed unless and until the following conditions precedent (among others) are satisfied or waived in accordance with the SPA:

2 Based on the unaudited management accounts for Omniblend forecast to 30 June 2019 which include the completion of an asset acquisition on a pro forma basis.

16

(a) the Company completes the Capital Raising to raise aggregate proceeds of at least $8,000,000;

(b) the Vendors complete the restructure of the Partnership and its business and assets to the satisfaction of the Company;

(c) the Company’s Shareholders approve the Essential Resolutions the subject of this Notice;

(d) the parties obtain all necessary regulatory approvals pursuant to the ASX Listing Rules, Corporations Act and any other law, as are required to allow the parties to lawfully complete the Transaction; and

(e) no material adverse change (as defined in the SPA) occurs in relation to Omniblend or becomes known to the Company or the Vendors between the date of the SPA and Completion.

5.5 Financial effect of the Transaction on the Company

The anticipated financial effect of the Transaction on the Company is set out below:

Particulars The Company as at 31 March 2019

The Capital Raising (after costs)

Increase/ decrease due to Transaction (revenue, EBITDA and profit are annualised)

Pro forma after the Transaction

Total consolidated assets

$14.2m $16.7m $14.5m $45.4m

Total equity interests

$13.6m $16.7m $9.9m $40.2m

Annual revenue

$2.7m - $29.7m $32.4m

EBITDA* $(3.2m) - $2.2m $(1.0m)

Annual profit before tax

$(3.3m) - $1.2m $(2.1m)

*Company EBITDA excludes one-off costs and normalisation adjustments detailed in the Investor Presentation released to the ASX on 17 June 2019.

The financial effect of the Transaction on the Company has been prepared for indicative purposes based on the Company’s audited financial statements for the financial year ended 31 March 2019 and unaudited forecast management accounts for Omniblend for the financial year ending 30 June 2019. A number of assumptions have been adopted in its preparation, with the key assumptions as follows:

(a) at the date of completion of the Transaction, it is assumed that the price of Shares is $0.43 per Share (being the issue price of Shares offered under the Capital Raising); and

(b) an asset acquisition completed by Omniblend during FY19 is included on a pro forma basis.

17

5.6 Funding the Transaction

The cash consideration payable to the Vendors under the Transaction amounts to $8,000,000 which the Company intends to fund from the proceeds of the Capital Raising. The final amount raised under the Capital Raising will determine what proportion of the $4,600,000 in third party financial debt currently owed by Omniblend will be paid out at Completion. Any additional debt on the balance sheet of Omniblend at Completion will be subject to purchase price and working capital adjustments under the SPA. Peloton Capital Pty Ltd and Bell Potter Securities Limited have been appointed as Joint Lead Managers to the Capital Raising and will be paid a corporate advisory fee of $75,000, a management fee of 4% of the total amount raised under the Capital Raising and a selling fee of 2% of the total amount raised under the Placement.

The Company expects to raise up to $10,000,000 through the Share Purchase Plan and between $5,000,000 and $8,000,000 through the Placement. The Placement is subject to Shareholder approval pursuant to Resolution 5 of this Notice.

5.7 Changes to the Company's capital structure

Shares:The below capital structure tables assume completion of both the Transaction and the Capital Raising (assuming full subscription on the indicative terms outlined above) occur.

Full Subscription

Number

Shares currently on issue 150,000,001

Shares to be issued to the Vendors pursuant to the SPA 23,255,814

Shares to be issued pursuant to the Placement 18,604,651

Shares to be issued pursuant to the SPP 23,255,814

Total Shares on completion of the Transaction and Capital Raising

215,116,280

Options:

Number

Unlisted Options exercisable at $0.30 and expiring on 18 July 2021

5,500,000

Unlisted Options exercisable at $0.30 expiring on 18 July 2022 1,000,000

Unlisted Options exercisable at $0.30 expiring on 18 July 2023 1,000,000

Unlisted Options exercisable at $0.30 expiring on 18 July 2024 1,000,000

Unlisted Options exercisable at $0.30 each expiring on 18 July 2021

12,000,000

Unlisted Options exercisable at $0.68 each expiring on 25 September 2021

4,000,000

Total Options on completion of the Transaction and Capital Raising

24,500,000

18

Performance Shares:

Number

Class A Performance Shares 16,500,000

Class B Performance Shares 16,500,000

Class C Performance Shares 16,500,000

Class D Performance Shares to be issued to the Vendors pursuant to the SPA

23,255,814

Class E Performance Shares to be issued to the Vendors pursuant to the SPA

23,255,814

Class F Performance Shares to be issued to the Vendors pursuant to the SPA

23,255,814

Total Performance Shares on completion of the Transaction and Capital Raising

119,267,442

Notes: Refer to Schedule 2 for the full terms and conditions of the Class D, Class E and Class F Performance Shares.

5.8 Use of funds

The intended use of funds raised in the Placement and the SPP is as follows:

Source of funds Amount

Placement $8,000,000

SPP $10,000,000

Total $18,000,000

Use of funds Amount

Cash consideration for the Transaction $8,000,000

Capital Expenditure $4,100,000

Working capital and repayment of Omniblend debt up to

$4,600,000

Transaction Costs $1,300,000

Total use of funds $18,000,000

The above table is a statement of current intentions as of the date of this Notice. As with any budget, intervening events and new circumstances (including the need to adapt to a changing competitive environment, and the level of demand for the Company’s products) have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis. The use of further debt or equity funding will be considered by the Board where it is appropriate to expand sales, accelerate product development, develop additional production capacity, or capitalise on further corporate opportunities including, but limited to, further acquisitions.

5.9 Modification of the Company's business model

The Transaction will result in the Company entering a complementary and logical adjacency, in health and wellness, while the Company will continue to be engaged in the manufacture, production and supply of dairy and nutritional

19

powdered dairy products for local and international markets via its existing business.

The main business activity of the Company is the development, manufacture and marketing and export of premium formulated dairy powders, for both private label clients under a contract packing arrangement and sale of its own proprietary branded products for customers in international markets. This will continue when the Transaction completes, with additional manufacturing and product capabilities in health and wellness.

The Company expects to acquire Omniblend’s leased manufacturing facilities and customer contracts and will continue to develop its existing business in New Zealand as well as develop the Omniblend business. This is consistent with the Company's main undertaking, and its four-pillar growth strategy, as articulated below:

(a) increase manufacturing capacity;

(b) increase proprietary product range;

(c) increase number of distribution channels; and

(d) increase the number of international markets which the Company exports to.

In light of this structure, the Company has not been required to modify its business model to accommodate the Transaction. The Company and Omniblend will integrate operations in the management and development of both the Omniblend business and the Company’s existing business. At present, the organisational structure is complementary in nature and will not result in significant personnel changes other than the additions to the Company’s Board outlined below and the possible additional resources to assist with the expanded operations.

5.10 Composition of the Board of Directors

It is intended that the Board will be comprised of the following Directors upon Completion:

(a) Mr Peter Richard James – Non-Executive Chairman;

(b) Mr James Gong - Executive Director;

(c) Mr Robert Clisdell – Non-Executive Director;

(d) Mr Peter Graeme Hobman – Non-Executive Director;

(e) Mr Andrew Maxwell Reeves – Non-Executive Director;

(f) Mr Daniel Rotman (Omniblend) – Executive Director; and

(g) Mr Arie Nudel (Omniblend) – Executive Director.

Brief profiles of Messrs Rotman and Nudel are provided in Section 5.2(b). As part of the Transaction, Messrs Rotman and Nudel will enter into the executive services agreements summarised in Section 9.2. Additional Board and management resources may be considered as required as the Company, Omniblend and the combined businesses develop. The current roles held by

20

members of the Board will otherwise remain unchanged.

5.11 Proposed Timetable

The proposed timetable for the Transaction and Capital Raising is as follows:

Item Proposed date

SPP Record Date (one day before announcing the Transaction)

14 June 2019

Execution of SPA and Announcement of Transaction and Capital Raising

17 June 2019

Notice of Meeting issued to Shareholders 27 June 2019

Expected SPP offer period opens 27 June 2019

Expected SPP offer period closes 15 July 2019

Shareholder Meeting 26 July 2019

Issue of Placement and SPP Shares 30 July 2019

Completion of the Transaction and issue of the Consideration Securities

30 July 2019

The timetable is indicative only and is subject to change.

5.12 Risks to be Considered by Shareholders

The business, assets and operations of the Company, including after completion of the Transaction, are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited.

The risks and uncertainties described below are not intended to be exhaustive and this Notice of Meeting does not take into account the personal circumstances, financial position or investment requirements of any particular person. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company and its related entities.

5.13 Risks specific to the Transaction

(a) Completion of Transaction

The Transaction is expected to be completed by 30 July 2019, but there can be no guarantee that this will occur. Due to circumstances beyond the control of the Company, including the outcome of the Resolutions the subject of this Notice, it is possible that the Transaction is not ultimately completed or completion may be delayed. These circumstances could materially impact the Company's future earnings.

21

(b) Risk of the Shareholders not approving the Transaction and Capital Raising

Given the Essential Resolutions are inter-conditional and the SPP is conditional upon the Essential Resolutions being obtained, if any one of the Essential Resolutions are not passed, the Company will not be able to complete the Transaction or the Capital Raising.

(c) Transaction and integration risk

The Transaction may consume a large amount of management time and attention during integration, and the Transaction may fail to meet strategic objectives, or achieve expected financial performance (including unrealised synergies).

(d) Due diligence risk

The Company has performed certain due diligence on Omniblend and its subsidiaries. There is a risk that due diligence conducted has not identified issues that would have been material to the decision to enter into the Transaction. A material adverse issue which was not identified prior to completion of the Transaction could have an adverse impact on the financial performance or operations of the Company. As is usual in the conduct of acquisitions, the due diligence process undertaken by the Company identified a number of risks associated with the Transaction, which the Company had to evaluate and manage. The mechanisms used by the Company to manage these risks included in certain circumstances the acceptance of the risk as tolerable on commercial grounds such as materiality. There is a risk that the approach taken by the Company may be insufficient to mitigate the risk, or that the materiality of these risks may have been underestimated, and hence they may have a material adverse impact on the Company's earnings and financial position.

(e) Counterparty and contractual risk

Pursuant to the SPA the Company has agreed to enter into the Transaction subject to the fulfilment of certain conditions precedent. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the SPA and other agreements related to the Transaction. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

(f) Dilution risk

The Company currently has 150,000,001 Shares on issue. On completion of the Transaction, the Company will have up to 215,116,280 Shares on issue. The existing Shareholders will retain approximately 69.73%, recipients of the Placement Shares will hold approximately 8.65% (assuming the full subscription of $8,000,000 is raised), recipients of the SPP Shares (who will be existing Shareholders) will hold approximately 10.81% (assuming all SPP Shares are issued) and recipients of the Consideration Shares (i.e. the Vendors) will hold 10.81% of the issued capital of the Company on completion of the Transaction.

22

Further, on the conversion of the Performance Shares to be issued to the Vendors as part consideration for the Transaction into Shares, Shareholders will be further diluted by an aggregate of 24.49%.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of the Company and future opportunities.

(g) Transaction and Integration Risk

The Transaction may consume a large amount of management time and attention during integration, and the Transaction may fail to meet strategic objectives, or achieve expected financial performance (including unrealised synergies).

(h) Due Diligence Risk

Keytone has performed certain due diligence on Omniblend and its subsidiaries. There is a risk that due diligence conducted has not identified issues that would have been material to the decision to enter into the Transaction. A material adverse issue which was not identified prior to completion of the Transaction could have an adverse impact on the financial performance or operations of Keytone. As is usual in the conduct of acquisitions, the due diligence process undertaken by Keytone identified a number of risks associated with the Transaction, which the company had to evaluate and manage. The mechanisms used by Keytone to manage these risks included in certain circumstances the acceptance of the risk as tolerable on commercial grounds such as materiality. There is a risk that the approach taken by Keytone may be insufficient to mitigate the risk, or that the materiality of these risks may have been underestimated, and hence they may have a material adverse impact on Keytone's earnings and financial position.

(i) Counterparty and Contractual risk

Pursuant to the SPA, Keytone has agreed to enter into the Transaction subject to the fulfilment of certain conditions precedent. The ability of Keytone to achieve its stated objectives will depend on the performance by the parties of their obligations under the SPA and other agreements related to the Transaction. If any party defaults in the performance of their obligations, it may be necessary for Keytone to approach a court to seek a legal remedy, which can be costly.

(j) Business Strategy Risk

Keytone’s growth and financial performance is dependent on its ability to successfully execute its growth strategy including in relation to Omniblend. If Keytone fails to execute on its business strategy, its business, financial condition and results of operations could be materially and adversely affected.

(k) Limited History

Keytone was only recently incorporated and has limited operating history and limited historical financial performance.

Achievement of Keytone’s objectives will depend on the Board’s and the management team’s ability to successfully implement its growth

23

strategy including in relation to Omniblend. This strategy involves marketing and manufacturing new products that Keytone has limited experience selling.

In addition, Keytone is subject to risks common to early-stage companies, including increasing market share and brand recognition, successfully developing its anticipated products, expanding its manufacturing facilities and competing with larger competitors. Investors should consider the company’s business and prospects in light of the risks that it may face as an early-stage business. If Keytone is not successful in addressing such risks, the company’s business prospects and financial performance may be materially and adversely affected.

(l) New Zealand Australian Regulatory Risk

As a New Zealand-based manufacturer, Keytone is subject to the food safety laws and regulations of the New Zealand Ministry for Primary Industries (MPI). These laws and regulations require Keytone’s facilities to have a Risk Management Programme (RMP) that is validly registered with the New Zealand MPI. An RMP places onerous requirements on Keytone to eliminate food safety hazards, and it’s compliance with its RMP must be regularly audited. Similarly, Omniblend is subject to similar Australian food safety laws and regulations. Keytone’s failure to comply with New Zealand’s (or Australia’s in the case of Omniblend) food safety regulations, including its RMP, could result in the loss of the ability to manufacture and export its products, which would result in a material adverse impact on the company’s business and financial performance.

(m) Future Profitability

Keytone’s (and Omniblend’s) business requires significant expenditure on marketing, business development and personnel, and substantial capital investment in production facilities. Accordingly, Keytone may not maintain profitability and, to the extent such expenditure and investment continue, may suffer a shortage of working capital.

(n) Manufacturing Risk

The manufacturing of dairy and nutrition products involves complex and capital intensive mechanical equipment and processes. In addition, manufacturing processes involve risks related to plant breakdown, logistics, supply of labour and other resources. Difficulties or delays relating to the manufacturing of Keytone’s (or Omniblend’s) products could also result from factors outside of the its control, such as labour strikes, extreme weather, earthquakes and other natural disasters. The occurrence of any such events could increase the cost of Keytone’s products or require it to use third parties to manufacture its products, which would likely result in an adverse material impact on Keytone’s business and financial performance.

Further, Keytone’s growth plans include the acquisition and building by the company of two additional manufacturing facilities, the successful implementation of which are dependent on numerous third parties and various factors outside of its control.

(o) Supply Risk

24

Keytone (and Omniblend) relies on high quality, dairy and other materials primarily from a number of local New Zealand and Australian suppliers in order to manufacture its products. Keytone may be unable to secure these ingredients due to a variety of reasons, including environmental events, and price competition for limited supply from better-capitalised market participants. In addition, the cost of these materials could increase substantially due to local or international market events. The occurrence of any of these events could impact on Keytone’s ability to manufacture and sell its products, which could have a material adverse effect on the business and financial performance of Keytone.

While Keytone has no contractual security of supply of materials at present, this is considered standard for the industry in which it operates.

Keytone further believes it has mitigated supply risk by establishing long term trade accounts with several suppliers in New Zealand and Australia.

(p) China Regulatory Risks

The Chinese government has significant discretion in the granting and renewal of registration certifications and other qualifications necessary for the exporting of dairy products to China. The Chinese government has instituted an exported dairy food products regulatory regime that requires, among other things, certain foreign manufacturing facilities to complete a registration process overseen by the CNCA. The process required to obtain and maintain this registration is onerous and includes regular audits by relevant local regulatory authorities. In addition, the regulations applicable to the export of dairy food products are subject to change.

Keytone (and Omniblend) must continuously meet the applicable registration requirements to avoid having its registration suspended or cancelled by the CNCA. Events that could cause the CNCA to suspend or cancel Keytone’s registration include:

(i) if a major food safety accident attributable to Keytone (or Omniblend) was to occur;

(ii) if serious nonconformities were identified during the inspection and quarantine of Keytone’s (or Omniblend’s) exported products;

(iii) if major problems in food safety and hygiene management were to be identified during inspection of Keytone’s (or Omniblend’s) facilities and could not be adequately addressed; or

(iv) if the New Zealand MPI were to no longer be appropriately qualified or conform to applicable Chinese laws.

While these regulations may act as a barrier to entry for other competitors to enter the Chinese market, Keytone (and Omniblend) must maintain its registration for its existing facility and seek successful registration for any future manufacturing facility in order to export its products to China. If Keytone (or Omniblend) were unable to renew its CNCA manufacturer registration or otherwise satisfy the requirements for

25

registration or have its CNCA registration suspended or cancelled, Keytone (or Omniblend) would be unable to export its products to China, which would result in a material adverse impact on the its business and financial performance.

(q) Distribution Risk

A majority of Keytone’s revenue is derived from exports to various markets, particularly China and other Asian countries. Keytone relies on a limited number of distribution channels to export its products to these markets. In addition, the growth objectives of Keytone depend on its ability to substantially increase its distribution channels. The loss or disruption of a distribution channel could adversely affect the company’s financial performance and future prospects.

Additionally, Keytone may take a credit risk with regard to parties to whom it supplies products. In the event of such parties failing to meet their obligations to Keytone on time or at all, it’s financial performance may be adversely affected.

While Keytone has no long-term contractual security of sale of its products at present, this is again considered standard for the industry in which Keytone operates, where contracting on a monthly purchase order basis (rather than long term contracts) is common practice. Keytone further believes it has mitigated customer risk by establishing business relationships with as broad an array of creditable customers as possible, considering the scale and resources of its business to date.

(r) Dairy Product and Ingredients Price Risk

Keytone purchases its skim milk powder, whole-milk powder and other dairy products (dairy ingredients) primarily from New Zealand dairy companies for the packaging and manufacture of products for sale to its customers. The dairy companies generally have farmers that supply milk from their farms and that milk is dried collected, standardised, pasteurised, evaporated, and dried into milk powder or processed to manufacture cheese.

The large majority of the milk produced in New Zealand is used to produce dairy products that are exported to a large number of countries. New Zealand is one of the world’s largest exporters of dairy products. The global market for dairy products and the prices for dairy products are determined by forces of supply and demand. During times where there is high demand and/or reduced supply on the global dairy market, prices will increase and be at higher levels. Conversely, where there is low demand and/or increased supply on the global dairy market, prices will decrease and be at lower levels.

The price that Keytone (including Omniblend) will be required to pay to dairy companies for purchases of dairy ingredients will be strongly influenced or determined by the global dairy market. At any time, Keytone is unable to predict with any certainty the future prices for dairy ingredients. When the price of Keytone’s dairy products and ingredients increase or are at high levels, it will endeavour to increase the prices to its customers to cover the increased cost of its dairy ingredients purchased. There is a risk that Keytone will be unable to pass on to its

26

customers the increased cost of its dairy ingredients and this would have a detrimental financial impact on the its business.

(s) Demand Risk

Keytone’s growth objectives depend on continued growth in the demand for powdered dairy products in domestic and international markets, predominantly in Asia and in particular China.

Changes in consumer dietary preferences or an excess of supply of dairy products may adversely impact demand or prices for these products. If Keytone is unable to penetrate these markets due to a change in demand for powdered milk products or if demand for powdered dairy products were to otherwise fall, Keytone may be unable to achieve its growth objectives.

(t) Competition Risk

Keytone (and Omniblend) is in the highly competitive fast-moving consumer goods global business market and competes with many participants who are larger and have significantly greater resources, including financial, technical, marketing and human resources, than the company.

Keytone competes in this market based on distribution channels, brand recognition, product quality and price, product placement and promotional activities. These competitors have already established a market share and brand and will be able to respond more quickly to changing business, regulatory and economic conditions than the company. Keytone may not be able to effectively compete with other participants in this market.

(u) Product and Contamination and Recall Risk

As a manufacturer of dairy products, Keytone (and Omniblend) is subject to the risk that any product contamination or product recall issue (however caused) could have a material adverse effect on its brand and thus its financial performance. Adverse events could expose Keytone (and Omniblend) to product liability claims or litigation and/or monetary damages being awarded against the company. In such event, Keytone's liability may exceed the its insurance coverage, if any.

While Keytone’s facilities meet the food safety standards prescribed by the New Zealand Ministry MPI that minimise the risk of product contamination occurring, there is no guarantee that any such contamination will not occur. Any contamination or other failure to meet applicable food safety standards could result in removal of regulatory approval to pack, produce and/or export Keytone’s products.

(v) Government Regulatory Risk

Keytone (and Omniblend) and its current and future products are subject to various laws and regulations, including, without limitation, manufacturing regulations, product liability laws, product content requirements, labelling and packing requirements, environmental laws, tax laws, anti-corruption laws, and export laws and regulations. The failure by Keytone (and Omniblend) to comply with the laws and

27

regulations in the jurisdictions in which it manufactures, exports and sells its products could result in the loss of access to those and other markets. In addition, compliance with government regulations may also subject Keytone (and Omniblend) to additional fees and costs.

Further, changes to these laws and regulations (including interpretation and enforcement), or the failure by Keytone (and Omniblend) to remain current with those changes, could adversely affect the company’s business and financial performance.

(w) Export Risk

The majority of Keytone’s products are sold for ultimate exports from New Zealand. Any adverse changes to trade tariffs, quotas or duties, the subsidisation of local producers or the introduction of other trade barriers, including in connection with the renegotiation of the bilateral free trade agreement between China and New Zealand, could reduce Keytone’s profitability and adversely affect its ability to export its products.

(x) Currency Risk

Whereas a substantial portion of Keytone’s revenues are earned in foreign currencies through the export of its products, its expenses are predominately in New Zealand dollars. To the extent Keytone’s sales are in foreign currencies and where the New Zealand dollar appreciates against those foreign currencies, the company’s financial performance will be negatively affected. As a result, Keytone is subject to foreign currency risk that may adversely affect its financial performance.

(y) Key Personnel Risk

Keytone’s success depends on its key personnel, including its Managing Director and Chief Executive Officer James Gong and the rest of the management team. The loss of any of these people’s services could have a significant adverse effect on Keytone and may hinder the ability of the company to achieve its product development and growth objectives.

Competition for personnel in the dairy industry is intense, and there is a limited number of persons with knowledge of, and experience in, this industry. In particular, the pool of labour in New Zealand is limited and expensive. A failure to attract and retain other executive, operational, technical and other personnel could limit Keytone’s ability to grow.

(z) Taxation Risk

The acquisition, ownership and disposal of Keytone shares may have tax consequences for investors, which may vary depending on the individual financial affairs and tax residence of each investor. All potential investors in Keytone are urged to obtain independent professional taxation and financial advice about the consequences of acquiring and disposing of shares from a taxation viewpoint and generally.

28

5.14 Essential Resolutions Inter-Conditional

Essential Resolutions 4 to 5 (inclusive) are inter-conditional, meaning that each of them will only take effect if all of them are approved by the requisite majority of Shareholders' votes at the Meeting. If any of the Essential Resolutions are not approved at the Meeting, none of the Resolutions 4 to 7 will take effect and the SPA, Capital Raising and other matters contemplated by the Resolutions will not be completed.

6. RESOLUTION 4 – ISSUE OF CONSIDERATION SECURITIES TO VENDORS

6.1 General

Resolution 4 seeks Shareholder approval to issue to the Vendors an aggregate of 23,255,814 Consideration Shares and 69,767,442 Performance Shares pro-rata to their current shareholdings in Omniblend, as part consideration for the Transaction. The Company notes that Daniel Rotman and Arie Nudel, two proposed Directors of the Company as part of the Transaction, will be issued Consideration Securities by virtue of being beneficial owners of two of the Vendors.

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Consideration Securities constitutes giving a financial benefit and Daniel Rotman and Arie Nudel are related parties of the Company by virtue of being persons who are likely to become related parties of the Company in the future (i.e. by virtue of being appointed as Directors).

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Consideration Securities because the Consideration Securities will be issued to Daniel Rotman and Arie Nudel on the same terms as the Consideration Securities to be issued to unrelated party Vendors and as such the giving of the financial benefit is on arm’s length terms.

6.3 ASX Listing Rules 7.1 and 10.11

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

The effect of Resolution 4 will be to allow the Company to issue the Consideration Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

29

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Consideration Securities to the Vendors involves the issue of Consideration Securities to related parties of the Company (being Daniel Rotman and Arie Nudel), Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that Exception 6 to ASX Listing Rule 10.11 applies in the current circumstances (i.e. that Messrs Rotman and Nudel are related parties by reason only of the Transaction) and therefore Shareholder approval pursuant to ASX Listing Rule 10.11 is not required.

6.4 Technical Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities to the Vendors:

(a) an aggregate of 23,255,814 Consideration Shares (being consideration with a value of $10,000,000 based on the issue price of Shares under the Capital Raising), 23,255,814 Class D Performance Shares, 23,255,814 Class E Performance Shares and 23,255,814 Class F Performance Shares (each tranche of Performance Shares which will convert into Shares with a value of $10,000,000 based on the issue price of Shares under the Capital Raising) are to be issued to the Vendors on Completion as follows:

(i) 5,813,953 Consideration Shares, 5,813,953 Class D Performance Shares, 5,813,953 Class E Performance Shares and 5,813,953 Class F Performance Shares to Hospitam Pty Ltd, as trustee of the Tamad Trust;

(ii) 5,813,953 Consideration Shares, 5,813,953 Class D Performance Shares, 5,813,953 Class E Performance Shares and 5,813,953 Class F Performance Shares to Janfred Pty Ltd, as trustee of the Mears Business Trust;

(iii) 5,813,953 Consideration Shares, 5,813,953 Class D Performance Shares, 5,813,953 Class E Performance Shares and 5,813,953 Class F Performance Shares to Arna Consulting Pty Ltd, as trustee of the Arna Trust;

(iv) 2,906,977 Consideration Shares, 2,906,977 Class D Performance Shares, 2,906,977 Class E Performance Shares and 2,906,977 Class F Performance Shares to Tedd Pty Ltd, as trustee of the Alan Rotman Family Trust No 2; and

(v) 2,906,977 Consideration Shares, 2,906,977 Class D Performance Shares, 2,906,977 Class E Performance Shares and 2,906,977 Class F Performance Shares to Chasen Pty Ltd, as trustee of the Rotman Investment Trust;

(b) the Consideration Securities will be issued on Completion which is expected to be around 30 July 2019 and, in any event, will be issued no

30

later than 3 months after the date of the Meeting (or such later date as is allowed by ASX);

(c) the Consideration Securities will be issued for non-cash consideration as part consideration for the Transaction as described in detail in Section 5.3;

(d) the Consideration Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company's current issued Shares;

(e) the terms and conditions of the Class D Performance Shares, Class E Performance Shares and Class F Performance Shares are set out in Schedule 2; and

(f) no funds will be raised from the issue of the Consideration Securities as they are to be issued in consideration for the Vendors' shares in Omniblend pursuant to the Transaction.

7. RESOLUTION 5 – ISSUE OF PLACEMENT SHARES

7.1 General

Resolution 5 seeks Shareholder approval for the issue of up to 18,604,651 Shares at an issue price of $0.43 per Share, to raise up to $8,000,000 under the Placement.

A summary of ASX Listing Rule 7.1 is set out Section 6.1 above.

The effect of Resolution 5 will be to allow the Company to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 Technical Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares under the Placement:

(a) the maximum number of Shares to be issued the Placement is 18,604,651 Shares;

(b) the Placement Shares are expected to be issued on or around 30 July 2019 and, in any event, will be issued no later than 3 months after the date of the Meeting (or such later date as is allowed by ASX);

(c) the Placement Shares will be issued at a price of $0.43 per Share;

(d) the Placement Shares will rank equally with the Company's current issued Shares;

(e) the Placement Shares are to be issued to sophisticated or professional investors in Australia and overseas who are not related parties of the Company. The Placement will be managed by Peloton Capital Pty Ltd and Bell Potter Securities Limited; and

(f) the intended use of funds raised from the Placement is set out in Section 5.8 above.

31

8. RESOLUTIONS 6 & 7 – ELECTION OF PROPOSED DIRECTORS – DANIEL ROTMAN AND ARIE NUDEL

The Constitution allows the Company to appoint at any time a person to be a Director by resolution passed in General Meeting.

Pursuant to Resolutions 6 and 7, Daniel Rotman and Arie Nudel seek election from Shareholders to be appointed upon Completion of the Transaction. Resolutions 6 and 7 are subject to and conditional upon approval of all the Essential Resolutions.

8.1 Daniel Rotman

(a) Qualifications and other material directorships

Mr Rotman is a co-founder and the Managing Director of Omniblend. During his 11 years with Omniblend he has successfully overseen the operation of the business from inception with turnover of $3m to $32m in FY18.

Mr Rotman is the key relationship manager for Omniblend clients with a proven track record of identifying and commercialising product innovation and was key in developing the company’s UHT bottling capabilities into PET bottles - the first of its kind in Australia. In addition to managing the Omniblend business, Mr Rotman’s key responsibilities include business development opportunities and leading all product innovation within the business.

Prior to founding Omniblend, Mr Rotman worked as a commercial lawyer with both Gadens and Rotman & Morris specialising in commercial law.

Mr Rotman is a qualified lawyer and holds a Bachelor of Commerce/Law (Honours) from Monash university.

(b) Independence

If elected, the Board does not consider Mr Rotman will be an independent director given he will become a substantial Shareholder and Executive Director of the Company upon completion of the Transaction.

8.2 Arie Nudel

(a) Qualifications and other material directorships

Mr Nudel is a founding partner of Omniblend. Mr Nudel began a career in finance however due to his interest in progressing human health, he soon moved into biotechnology before establishing Omniblend in 2008.

At Omniblend, Mr Nudel’s key responsibilities include identification and strategy for business growth including joint ventures, Government grant programs, vertical integration and export market development opportunities for Omniblend. Mr Nudel has initiated and facilitated

32

arrangements with a diverse range of organisations including large dairy companies, research institutes, universities, industry groups, other investment companies as well as technology and product licensing arrangements for domestic and international companies.

Mr Nudel has significant experience with advancements in nutritional understanding in recent times that can be used in preventative and adjunct therapies. His key experience aim is life stage nutrition with a focus of evidence-based nutrition targeted for specific health outcomes in conditions such as type 2 diabetes, metabolic disease, weight and blood sugar management and for the particular nutritional needs of an aging population both domestically and in Asia.

Mr Nudel has completed a Bachelor of Science and Bachelor of Commerce at Melbourne University. He is a graduate of the Australian Institute of Company Directors. He has experience with both public and private companies having previously been a director of an ASX listed public company and currently sits on a number of private company boards. Mr Nudel was recently invited to join the Board of the Australia China Nutrition and Health Association.

(b) Independence

If elected, the Board does not consider Mr Nudel will be an independent director given he will become a substantial Shareholder and Executive Director of the Company upon completion of the Transaction.

8.3 Board recommendation

The Board supports the election of Messrs Rotman and Nudel and recommends that Shareholders vote in favour of Resolutions 6 and 7.

9. SUMMARY OF MATERIAL TRANSACTION DOCUMENTS

9.1 Share Purchase Agreement

As announced on 17 June 2019, the Company, Omniblend and the Vendors are parties to the Share Purchase Agreement pursuant to which the Company has conditionally agreed to acquire the entire issued share capital of Omniblend. Details of the consideration payable by the Company under the Transaction is set out in Section 5.3 above, subject to agreed working capital adjustments at Completion. Completion of the Transaction is subject to the satisfaction or waiver of the conditions precedent set out in Section 5.4 above. The SPA contains customary restrictions on the Vendors’ conduct of the Omniblend business before Completion. The Vendors have provided warranties to the Company in respect of Omniblend and its business which are considered customary for an agreement of this nature.

9.2 Executive Services Agreements – Daniel Rotman and Arie Nudel

Omniblend has agreed to enter into executive services agreement with Daniel Rotman and Arie Nudel (Services Agreement), pursuant to which Omniblend has engaged Messrs Rotman and Nudel as Chief Executive Officer and General Manager International & Business Development respectively. Messrs Rotman and Nudel will each be paid $290,000 per annum and be eligible to participate in the incentive plans adopted by the Company. Omniblend may immediately terminate a Service Agreement by written notice if, among other termination

33

events, the relevant executive commits a material breach of the agreement or engages in conduct that constitutes intentional disobedience, dishonesty or serious or persistent neglect or acts in a manner which, in the reasonable opinion of Omniblend will detrimentally affect Omniblend or its reputation. Either the Company or Mr Rotman or Mr Nudel (as the case may be) may terminate the relevant Services Agreement by giving the other party 12 months’ written notice. The Services Agreements otherwise contain standard terms and conditions expected to be included in contracts of this nature.

34

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 4.1.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the Placement and the SPP.

Chair means the chair of the Meeting.

Company or Keytone means Keytone Dairy Corporation Limited (ACN 621 970 652).

Completion means completion of the Transaction under the Share Purchase Agreement.

Constitution means the Company's constitution.

Consideration Securities means the Consideration Shares and the Performance Shares.

Consideration Shares means the 23,255,814 Shares proposed to be issued to the Vendors pursuant to Resolution 4, as part consideration for the Transaction.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EBITDA means earnings before interest, tax, depreciation and amortisation.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Essential Resolutions means Resolutions 4 and 5.

Explanatory Statement means the explanatory statement accompanying this Notice.

General Meeting or Meeting means the meeting convened by this Notice.

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

35

Omniblend means Omniblend Pty Ltd (ACN 631 512 500).

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Performance Shares means the 23,255,814 Class D Performance Shares, 23,255,814 Class E Performance Shares and 23,255,814 Class F Performance Shares proposed to be issued, on the terms and conditions set out in Schedule 1, to the Vendors pursuant to Resolution 4, as part consideration for the Transaction.

Placement means the proposed placement of up to 18,604,651 Shares at $0.43 each to sophisticated and professional investors to raise up to $8,000,000 pursuant to Resolution 4.

Placement Shares means the Shares to be issued under the Placement.

Proxy Form means the proxy form accompanying this Notice.

Resolutions means the resolutions set out in this Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Sale Agreement or SPA means the share purchase agreement between the Company and the Vendors dated 17 June 2019.

SPP means the proposed offer of up to 23,255,814 Shares at $0.43 each to existing Shareholders to raise up to $10,000,000 under a share purchase plan.

SPP Shares means the Shares to be issued under the SPP.

Transaction means the proposed acquisition by the Company of 100% of the fully paid ordinary shares in the capital of Omniblend from the Vendors.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

Vendors has the meaning given in Section 5.1 of the Explanatory Statement.

36

SCHEDULE 1 – I SSUES OF EQUI TY SECUR IT IES S INCE 23 NOVEMBER 2018

Date Quantity Class Recipients Issue price and discount to Market Price (if applicable)1

Form of consideration

Issue – 19 December 2018

Appendix 3B – 19 December 2018

4,000,000 Unquoted Options4

4,000,000 unquoted Options exercsiable at $0.68 per Option and expiring on 25 September 2021 and issued to Directors/related parties as approved at the Annual General Meeting of Shareholders meeting held on 23 November 2018

No issue price No issue price – non cash consideration.

Non-cash Consideration: Issued to directors, Messrs Reeves and James to align their interests with that of the Company’s shareholders and as a reward for the increased involvement that Messrs Reeves and James will have in the affairs of the Company since their appointment as directors.

Current value3 = $0.19831

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Unquoted Options, fully vested in holders, exercisable at $0.68 each, on or before 25 September 2021. The full terms and conditions were disclosed in the notice of meeting for the shareholder meeting held on 23 November 2018.

3. In respect of unquoted Equity Securities, the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares). The full method of valuation was dislcosed in the were disclosed in the notice of meeting for the shareholder meeting held on 23 November 2018.

37

SCHEDULE 2 – TERMS AND CONDIT IONS OF PERFOR MANCE SHAR ES

Definition:

Omniblend Group means Omniblend Pty Ltd (ACN 631 512 500), Omniblend Holdings Pty Ltd (ACN 129 178 954) and Omni Brands Pty Ltd (ACN 625 073 485).

SPA means the Share Purchase Agreement pursuant to which Keytone Dairy Corporation Limited agreed to acquire the entire issued share capital of Omniblend Pty Ltd (ACN 631 512 500).

Rights attaching to the Performance Shares:

(a) (Performance Shares) Each Class D Performance Share, Class E Performance Share and Class F Performance Share (together and each being a Performance Share) is a share in the capital of Keytone Dairy Corporation Limited (ACN 621 970 652) (Company).

(b) (General meetings) Each Performance Share confers on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of fully paid ordinary shares in the capital of the Company (Shareholders). Holders have the right to attend general meetings of Shareholders.

(c) (No voting rights) A Performance Share does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law.

(d) (No dividend rights) A Performance Share does not entitle the Holder to any dividends.

(e) (No rights to return of capital) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(f) (Rights on winding up) A Performance Share does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

(g) (Not transferable) A Performance Share is not transferable.

(h) (Reorganisation of capital) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.

(i) (Application to ASX) The Performance Shares will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares (Shares), the Company must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX.

(j) (Participation in entitlements and bonus issues) A Performance Share does not entitle a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(k) (No other rights) A Performance Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

38

Conversion of the Performance Shares:

(l) (Conversion on achievement of milestone) Subject to paragraph (n), a Performance Share in the relevant class will convert into one Share upon achievement of:

(i) Class D Performance Share: each Class D Performance Share will convert into one Share upon the Company achieving, in relation to the Omniblend Group, $2,600,000 of earnings before interest, taxes, depreciation and amortisation, in any financial year occurring on or before the second anniversary of the last day of the financial year in which the SPA is signed (Class D Milestone).

(ii) Class E Performance Share: each Class E Performance Share will convert into one Share upon the Company achieving a volume weighted average price of its Shares over a period of 30 consecutive trading days upon which the Shares are traded that exceeds $0.65 and, in relation to the Omniblend Group, $50,000,000 of annual revenue, in any financial year occurring on or before the third anniversary of the last day of the financial year in which the SPA is signed (Class E Milestone).

(iii) Class F Performance Share: each Class F Performance Share will convert into one Share upon the Company achieving a volume weighted average price of its Shares over a period of 30 consecutive trading days upon which the Shares are traded exceeding $1.00 and, in relation to the Omniblend Group, $100,000,000 of annual revenue and $7,500,000 of earnings before interest, taxes, depreciation and amortisation, in any financial year occurring on or before the third anniversary of the last day of the financial year in which the SPA is signed (Class F Milestone).

(m) (Conversion on change of control): Subject to paragraph (n) and notwithstanding the relevant milestone has not been satisfied, upon the occurrence of either:

(i) a takeover bid in respect of the Company under Chapter 6 of the Corporations Act 2001 (Cth) having been made at a price per Share equal to or greater than $0.85 having received acceptances for more than 50% of the Company’s Shares on issue and being declared unconditional by the bidder; or

(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

the Performance Shares shall automatically convert into Shares, provided that if the number of Shares that would be issued upon such conversion is greater than 10% of the Company’s Shares on issue as at the date of conversion, then that number of Performance Shares that is equal to 10% of the Company’s Shares on issue as at the date of conversion under this paragraph will automatically convert into an equivalent number of Company Shares. The conversion will be completed on a pro rata basis across each class of Performance Shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions as before the conversion.

39

(n) (Deferral of conversion if resulting in a prohibited acquisition of Shares) If the conversion of a Performance Share under paragraph (l) or (m) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:

(i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

(ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (n)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

(o) (Lapse of Performance Share) each Class D Performance Share shall lapse on the date that is four months after the second anniversary of the last day of the financial year in which the SPA is signed and each Class E Performance Share and Class F Performance Share shall expire on the date that is four months after the third anniversary of the last day of the financial year in which the SPA is signed (each an Expiry Date) if the relevant milestone attached to that Performance Share has not been achieved by the relevant Expiry Date, at which time the Company will redeem the relevant Performance Shares in accordance with paragraph (p) below. For the avoidance of doubt, a Performance Share will not lapse in the event the relevant milestone is met before the relevant Expiry Date and the Shares the subject of a conversion are deferred in accordance with paragraph (n) above.

(p) (Redemption if Milestone not achieved) If the relevant milestone is not achieved by the relevant Expiry Date, then each Performance Share in the relevant class will be automatically redeemed by the Company for the sum of $0.00001 within 10 Business Days of that Expiry Date.

(q) (Conversion procedure) The Company will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion.

(r) (Ranking upon conversion) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.

KTD PRX1901C

*KTD PRX1901C*

I/We being a member(s) of Keytone Dairy Corporation Limited and entitled to attend and vote hereby appoint:PROXY FORM

STEP

1 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 Annual General Meeting of the Company to be held at 2:00pm (AEST) on Friday, 26 July 2019 at Automic Group, Deutsche Bank Place, Level 5, 126 Phillip Street, Sydney NSW 2000 (the Meeting) and at any postponement or adjournment of the Meeting.Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

the Chairman of the Meeting (mark box)

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

APPOINT A PROXY

STEP

3

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).

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

STEP

2

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

* 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 your votes will not be counted in computing the required majority on a poll.

1 ADOPTION OF REMUNERATION REPORT

5 ISSUE OF PLACEMENT SHARES

2 RE-ELECTION OF DIRECTOR – PETER HOBMAN

6 ELECTION OF PROPOSED DIRECTOR – DANIEL ROTMAN

3 APPROVAL OF 10% PLACEMENT CAPACITY

7 ELECTION OF PROPOSED DIRECTOR – ARIE NUDEL

4 ISSUE OF CONSIDERATION SECURITIES TO VENDORS

Resolutions

VOTING DIRECTIONS

For ForAgainst AgainstAbstain* Abstain*

*X99999999999*X99999999999

LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au

BY MAILKeytone Dairy Corporation LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia

BY FAX+61 2 9287 0309

BY HANDLink Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

ABN 49 621 970 652

SAMPL

E

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESSThis 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 PROXYIf 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 MEETINGAny 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, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENTYou 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 PROXYYou 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 INSTRUCTIONSYou 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.

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 REPRESENTATIVESIf a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must 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.

LODGEMENT OF A PROXY FORMThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEST) on Wednesday, 24 July 2019, 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:

ONLINEwww.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) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAILKeytone Dairy Corporation LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia

BY FAX +61 2 9287 0309

BY HANDdelivering it to Link Market Services Limited* 1A Homebush Bay DriveRhodes NSW 2138

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

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

SAMPL

E