Proposed Strategic Investment Partnership

Proposed Strategic Investment Partnership
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Your Company, Your Vote
The Alliance Board unanimously support the Dawn Meats investment, and the elected Board members/ their related parties will be voting in favour of the Scheme at the Special General Meeting.

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Alliance Group Ltd is pleased to announce the unanimous selection of European red meat processor Dawn Meats Group as our preferred strategic investment partner.

As you know, over the last 2 years we have conducted a thorough process to reset and recapitalise Alliance. Attracting capital to our sector in challenging market conditions has not been easy, so it is a testament to both the improvements delivered through our business reset and the robust process led by our independent professional advisors that we stand where we are today, with an opportunity to galvanise our future.

Alliance has been a proud farmer-owned co-operative since 1980. Our business was built by – and we are very grateful to – the many farmers who have given decades of loyal commitment to Alliance.

We have reached a point where our choices have become increasingly difficult, and Alliance must now evolve. Nevertheless, our commitment to farmers remains the same. We believe Dawn Meats’ investment offer stands to create a highly strategic partnership – their strength in Beef and ours in Lamb with year-round supply of sustainably farmed, grass-fed animals – unlocking future value for our farmers. Dawn Meats also has a ‘can-do’, keep-it-simple and common-sense operating culture, which the Board believes aligns naturally with Alliance.

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Mark Wynne
Alliance Chairman

Introducing Dawn Meats Group

11 sites in Ireland, 13 in UK including 4 retail packing facilities for retail and foodservice and 2 frozen burger facilities.
Key supplier of McDonald’s, significant exposure UK/EU Retailers and Foodservice
Offices in Ireland, UK, France, Spain, Italy, The Netherlands, Germany and Poland
Close relationships with more than 40,000 farming families who supply direct

Why we want to partner with Alliance

“Dawn Meats has a proud and proven track record of generating growth through carefully planned and managed partnerships and acquisitions.

As our business continues to develop, we have and will always remain true to our farming heritage, thanks to the close relationships we have forged with the more than 40,000 family farms that supply us directly.

Our partnership with Alliance would ultimately create a dual-hemisphere, year-round supplier of leading-quality grass-fed red meat to existing and new customers throughout the world.

Joining forces would allow our companies to share access to our respective networks, building new relationships, and increase collaboration.

It would also allow for the sharing of expertise, operational practices, insights and innovations.

At Dawn Meats, we see the potential opportunity to partner with Alliance as a real privilege and believe our proposed investment offer can deliver immense benefit to both companies, creating a competitive edge that will allow both to continue to prosper and succeed.”

Niall Browne
Chief Executive Officer of Dawn Meats

The proposed partnership

The proposed transaction would see Dawn Meats Group invest NZ$250 million, valuing Alliance at NZ$502 million on an enterprise basis, to acquire 65% of the shares in Alliance Group, subject to shareholder and regulatory approvals.

Proceeds from the transaction – circa $200 million – would be used to substantially reduce our short-term working capital facility by the end of the calendar year to meet banking requirements, accelerate the Board’s strategic capital expenditure, and enable up to $40 million distribution to the Co-Operative over the next two to three years.

Further information about the terms of these payments will be provided in the Scheme Booklet that will be issued to all shareholders by 15 September.

Subject to the vote outcome, Alliance Investment Co-op would secure a 35% shareholding in Alliance Group Limited — an entity with restored balance sheet strength and positioned for growth.

Your Company, Your Vote

Shareholders will have received an email advising voting is now open. In the email there is a link to important documents that Shareholders are encouraged to read before casting their vote. If you no longer own shares in Alliance, please disregard.

There is also a link to vote online and a personalised pin and password.

Your email will look like this (example only):

You can also click here to vote (use your pin and password from the email).

You should read the Scheme Book carefully before deciding whether or not to vote in favour of the Scheme (as part of and in anticipation of implementation of the Dawn Meats investment).

If you are in doubt as to any aspect of the Scheme or the Dawn Meats investment, you should seek advice from your financial, taxation, or legal adviser before voting on the Scheme.

What happens next

The proposed transaction will be implemented via a Scheme of Arrangement and requires:

Roadshows start 29 September
At least 75% of voting shareholders to vote in favour.
More than 50% of total shareholding to vote yes at a Special General Meeting (SGM) on 20 October 2025.

Roadshow and Locations

Date	Time	Location	Venue
Monday 29th Sept	10:00-12:00	Tuatapere	Waiau Town & Country Club 41 King Street, Tuatapere, 9620
Monday 29th Sept	14:00-16:00	Mossburn	Mossburn Community Centre 9 Holmes Street, Mossburn, 9792
Monday 29th Sept	19:00-21:00	Invercargill	Ascot Hotel 41 Racecourse Road, Invercargill
Tuesday 30 Sept	10:00-12:00	Winton	Winton Memorial Hall 2 Meldrum Street Winton, 9720
Tuesday 30 Sept	14:30-16:30	Tokanui	Tokanui Memorial Hall 42 Tokanui-Haldane Road Tokanui, 9884
Tuesday 30 Sept	19:00-21:00	Gore	Croydon Lodge 100 Waimea Street, Croydon, 9776
Wednesday 1 Oct	09:00-11:00	Wyndham	Wyndham Memorial Hall 44 Balaclava Street, Wyndham, 9831
Wednesday 1 Oct	13:00-15:00	Heriot	Heriot Community Centre 11 Nith Street, Heriot
Wednesday 1 Oct	18:00-20:00	Balclutha	South Otago Town and Country Club 1 Yarmouth Street, Balclutha
Thursday 2 Oct	09:00-11:00	Mosgiel	Mosgiel Coronation Hall 97 Gordon Road, Mosgiel, 9024
Thursday 2 Oct	13:30-15:30	Oamaru	Brydone Hotel Oamaru 115 Thames Street, Oamaru, North Otago, 9400
Thursday 2 Oct	18:30-20:30	Fairlie	Mackenzie Community Centre 53 Main Street, Fairlie, 7925
Friday 3 Oct	09:30 – 11:30	Ashburton	Hotel Ashburton 11-35 Racecourse Rd, Ashburton, 7700
Friday 3 Oct	13:30-15:30	Dunsandel	Dunsandel Community Centre 1456 Tramway Rd, Dunsandel
Friday 3 Oct	18:00-20:00	Omihi	Omihi Community Hall 9 Reeces Road, Omihi, 7483
Monday 6 Oct	09:00-11:00	Nelson	Beachside Nelson 70 Beach Rd, Tahunanui, Nelson, 7011
Monday 6 Oct	14:30-16:30	Blenheim	Scenic Hotel Marlborough 65 Alfred Street, Blenheim, 7201
Tuesday 7 Oct	09:30-11:30	Masterton	Copthorne Solway Park Conference Centre High Street, Solway, Masterton, 5810
Tuesday 7 Oct	14:00-16:00	Feilding	Feilding Golf Club 1487 Waughs Road, Aorangi 4775
Tuesday 7 Oct	18:00-20:00	Dannevirke	Dannevirke Services & Citizens Club 1 Princess Street, Dannevirke, 4930
Wednesday 8 Oct	09:00-11:00	Hastings	Havelock North Function Centre 30 Te Mata Road, Havelock North, 4130
Monday 13 Oct	10:30-12:30	Virtual Roadshow	Online webinar, link in registration email.
Tuesday 14 Oct	09:00-11:00	Alexandra	Centennial Court Hotel, 96 Centennial Avenue, Alexandra 9320
Tuesday 14 Oct	14:00-16:00	Middlemarch	Strath Taieri Community Centre, Cnr Swansea St & Browns Rd, Middlemarch 9597

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If you have any questions:

Farmers – please contact your Farmer elected Director, Livestock Rep or email us at communications@alliance.co.nz or chairman.alliance@alliance.co.nz
Media – Sam Halstead, 027 474 6065 or sam@latitudesc.co.nz

Frequently asked questions

How did you choose Dawn Meats’ Group as the preferred option?

The investment was chosen based on clear criteria — it needed to satisfy our banking partners by significantly reducing our working capital facility, and at the same time, help get Alliance onto a more stable and secure financial footing for the future. No other offer met the scale and quality of the proposed Dawn Meats investment, which stands to:
- Support long-term underlying growth of our business – in the interests of our people, shareholders and customers;
- Reduce our short-term working capital debt by approximately $188 million before the end of this financial year;
- Return up to $40 million in loyalty payments to farmer-shareholders over the next two three years, provided supply criteria is met.
- Secure a continued farmer-shareholder joint venture ownership structure, that also preserves all of Alliance’s significant tax loss credits.
- Enable future growth opportunities by creating an even stronger in-market competitive advantage.
- Re-investing the business to strengthen and improve our operations.
Dawn Meats’ investment proposal has been reviewed by Northington Partners, which has provided an independent assessment on behalf of all farmer-shareholders, to support their decision-making process. The report has been set out within the Scheme Booklet currently being reviewed by the Takeover Panel and will be released to shareholders before the end of September.

What level of support from farmer-shareholders does Alliance Group need for the investment proposal to proceed?

A minimum of 75 per cent shareholder acceptance of those who vote, and,
Greater than 50 per cent of all shareholding voting yes at a Special General Meeting (or via proxy) to be held in Invercargill in mid-October.

What happens if this proposal doesn’t get enough support?

This may involve possible asset sales, further processing site closures and further cost-reduction initiatives. Ultimately, we would lose control of our own destiny.
This will also likely mean a reduction in Shareholder equity.

What is a scheme booklet / scheme of arrangement?

A scheme of arrangement is a court-approved process under the Companies Act that allows a company to make significant structural or ownership changes, such as a merger, acquisition, or capital restructure, with shareholder approval.
The scheme booklet is a detailed document sent to shareholders that outlines:
- What the scheme proposes (e.g., a sale or investment);
- How it will work;
- The impact on shareholders;
- Key risks and benefits;
- Independent expert reports; and
- Voting procedures
It ensures shareholders have all the information they need to make an informed decision before voting on the proposal. Approval requires both shareholder support and High Court approval.

What is the Takeovers Panel?

The Takeovers Panel is an independent government body that oversees major transactions involving changes in control of listed and unlisted companies with 50 or more shareholders and $30 million or more in assets.
Its role is to:
- Ensure fairness, transparency, and integrity in takeover processes;
- Review compliance with takeover laws;
- Grant exemptions or approve alternative arrangements like schemes of arrangement; and
Protect shareholders’ rights.
In transactions like Alliance’s proposed investment, the Panel reviews whether shareholders are being treated fairly and consistently under the law.

What is the OIO process?

The Overseas Investment Office (OIO) is the regulator that assesses and approves significant investments in New Zealand assets by overseas persons or entities.
If a foreign investor wishes to buy a New Zealand company or land of sensitive nature, the OIO must assess:
- Whether the investor is of good character; and
Whether the investment brings clear benefits to New Zealand (such as jobs, new technology, or export growth); and
That the investor meets legal and financial thresholds.
For a proposal like external investment into Alliance Group, OIO approval is required before the transaction can be completed if the investor is classified as overseas.

Proposed Strategic Investment Partnership