Noumi : Notice of EGM - Divestment of AFMH

For personal use only

Noumi Limited

80 Box Road

Taren Point NSW 2229

Australia

ABN 41 002 814 235

19 July 2022

ASX Market Announcements

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Extraordinary General Meeting

In accordance with ASX Listing Rule 3.17.1, Noumi Limited (ASX: NOU) is pleased to enclose the following documents in relation to its upcoming Extraordinary General Meeting:

• Letter to Shareholders;
• Notice of Extraordinary General Meeting (including the virtual meeting online guide); and
• Proxy Form.

	Investor inquiries:		Media inquiries:
	Justin Coss		Clive Mathieson
	Company Secretary		Cato & Clive
	Noumi Limited	[phone]
+ 612 9526 2555			[e-mail]
	[e-mail]

This announcement was authorised for release by the Chair

About Noumi Limited

Noumi (ASX: NOU) is a leading Australian FMCG company with a mission to create quality, on-trend, responsibly produced dairy and plant-based beverages, nutritional products and ingredients used across the health and fitness industries. The Company operates state-of-the-art manufacturing facilities in Victoria and NSW and produces key brands including the MILKLAB range of shelf-stable dairy and plant-based milks, Australia's Own, So Natural, Crankt, Vital Strength and PUREnFERRIN lactoferrin. https://noumi.com.au/

For personal use only

Noumi Limited

80 Box Road

Taren Point NSW 2229

Australia

ABN 41 002 814 235

Extraordinary General Meeting - Letter to Shareholders

Dear Shareholder

Noumi Limited (Noumi or the Company) advises that an Extraordinary General Meeting (EGM) of Shareholders will be held virtually at 10:00am (Sydney time) on Wednesday, 17 August 2022.

The EGM is to consider a resolution for the purposes of ASX Listing Rule 10.1 and Chapter 2E of the Corporations Act 2001 (Cth) (Corporations Act) in relation to a potential sale by the Company of its shares in Australian Fresh Milk Holdings Pty Ltd to a related party of the Company.

In accordance with section 110D of the Corporations Act, the Company will only be dispatching physical copies of the Notice of Meeting (Notice) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the Company's website at: https://noumi.com.au/investors/asx- announcements/. Alternatively, a complete copy of the Notice has been posted on the Company's ASX market announcements page at https://www2.asx.com.au/ (ASX: NOU).

In the interests of efficiency and public safety, the board of directors of the Company (Board) has decided that the Meeting will be held as a virtual meeting. The Board encourages Shareholders to monitor the ASX and Company website for updates (if any) after the date of this letter.

Shareholders are able to attend the meeting via the Company's virtual meeting platform: https://meetings.linkgroup.com/NOUEGM2022. Further instructions for attending the Meeting via the online meeting platform are set out in the Virtual Meeting Online Guide and Annexure B of the Notice.

Your vote is important

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

To vote during the virtual meeting, participate in the EGM on the date and at the link set out above.

To vote by proxy, please use one of the following methods:

Online	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).
Mobile Device	Our voting website is designed specifically
	for voting online. You can now lodge your proxy by scanning the QR code attached to the
	Proxy Form or enter the voting link www.linkmarketservices.com.auinto your mobile
	device. Log in using the Holder Identifier and postcode for your shareholding.
Mail	Noumi Limited
	C/- Link Market Services Limited
	Locked Bag A14
	Sydney South NSW 1235
	Australia
Fax	[phone]
By hand*	Parramatta Square

For personal use only

Noumi Limited

80 Box Road

Taren Point NSW 2229

Australia

ABN 41 002 814 235

	Level 22, Tower 6
(to Link Market	10 Darcy Street
Services,	Parramatta NSW 2150
Monday to
Friday, 9:00am -	Or
5:00pm)
	Level 12
	680 George Street
	Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of the resolution, where permitted.

Yours faithfully,

Genevieve Gregor

Chair

For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

EXPLANATORY STATEMENT

Date of Meeting:

Wednesday, 17 August 2022

Time of Meeting:

10:00 am (Sydney time)

Place of Meeting:

Virtual Meeting:https://meetings.linkgroup.com/NOUEGM2022

A Proxy Form is enclosed

IMPORTANT

This is an important document and requires your immediate attention.

You should read this document in its entirety before deciding how to vote and, if necessary, consult

your professional adviser.

Your Independent Directors unanimously recommend that you vote in favour of the Resolution.

IMPORTANT NOTICES

For personal use only

Nature of this document

Notice is hereby given that an extraordinary general meeting of Shareholders (the Meeting) of Noumi Limited ACN 002 814 235 (the Company) will be held virtually at 10:00 am (Sydney time) on Wednesday, 17 August 2022 for the purpose of allowing Shareholders to vote on a resolution relating to the proposed sale of some or all of the shares in Australian Fresh Milk Holdings Pty Ltd (AFMH) held by the Company through

1. wholly-ownedsubsidiary (AFMH Shares). In particular, as the AFMH Shareholders Agreement (defined in the Glossary) contains a right of first refusal in favour of the existing AFMH shareholders, before any sale of the AFMH Shares, the Company must first offer the AFMH Shares to the existing AFMH shareholders, including Leppington Pastoral Investments Pty Ltd (Leppington), a related party of the Company (other than in limited circumstances). Accordingly, the Company is seeking Shareholder approval to enable a sale of some or all of the AFMH Shares to Leppington (as well as indirectly to any other party). Shareholders are able to attend the meeting via the Company's virtual
   meetingplatform: https://meetings.linkgroup.com/NOUEGM2022.

Further details regarding how to attend and vote at the Meeting are set out in the Virtual Online Meeting Guide accompanying this Notice and Annexure B to the Explanatory Statement. The Explanatory Statement, Annexure B and the Proxy Form accompanying this Notice are part of this Notice.

Shareholders are encouraged to read this Notice of Meeting, Explanatory Statement and the accompanying material in its entirety before making a decision on how to vote on the proposed Resolution.

Further details on how to participate in the Meeting are set out in this Notice and in the Link Virtual Meeting Online Guide.

The Virtual Meeting Online Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully logging in and navigating the site. The Virtual Meeting Online Guide will be released to the ASX and is also available on our website at

www.noumi.com.au

It is recommended that Shareholders log in to the online

platform at least 15 minutes prior to the scheduled start time for the Meeting on a supported web browser on their computer or online device.

To log in to the Meeting and vote, Shareholders will

need their securityholder number and postcode.

Proxyholders will need a proxy code to log in. This will be provided by the Share Registry via email within 24 hours prior to the Meeting.

Written questions can be submitted by Shareholders and proxyholders via the Online platform by following the instructions on the Virtual Meeting Online Guide.

Shareholders and proxyholders can also join and listen to the meeting by telephone and, subject to obtaining a

PIN from Link in advance of the meeting, will also be

able to ask questions.

Shareholders and proxyholders wishing to ask a

question by telephone can obtain the required PIN by contacting Link on [phone].

To join the meeting via phone call [phone] (via landline) or [phone] (via mobile) prior to the Meeting.

Disclaimer

The information in this Explanatory Statement should be read in conjunction with the Company's other periodic and continuous disclosure announcements and other announcements which can be obtained from ASX's website (www.asx.com.au) or from the Company's website (www.noumi.com.au).

In preparing this Notice of Meeting and Explanatory Statement, the Company has not taken into account the investment objectives, financial situation or particular needs of any particular person. Accordingly, before acting on this Notice of Meeting and Explanatory Statement, you may need to obtain independent legal, financial, taxation and/or other professional advice that takes your own financial circumstances into account.

ASX and ASIC

A copy of this Notice of Meeting and Explanatory Statement (including the Independent Expert's Report) has been lodged with ASIC in accordance with section 218 of the Corporations Act and provided to ASX in accordance with Listing Rule 15.1.

Neither ASX nor ASIC, nor any of their officers, take any responsibility for the contents of this Notice of Meeting and Explanatory Statement.

Defined terms

A number of terms used in this Notice of Meeting Explanatory Statement are defined in the glossary in Section 4 of the Explanatory Statement.

Responsibility for information

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