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FARM PRIDE FOODS LIMITEDABN 42 080 590 030

NOTICE OF EXTRAORDINARY GENERAL MEETING

Date of Meeting: Friday 13 September 2013

Time of Meeting: 9.30 am Australian Eastern Standard Time (AEST)

Place of Meeting: Ramada Encore Dandenong 50 – 52 McCrae Street Dandenong, Victoria

This Notice of Extraordinary General Meeting, accompanying Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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Notice is given that an Extraordinary General Meeting of the Shareholders of Farm Pride Foods Ltd (the Company) will be held at Ramada Encore, 50-52 McCrae Street, Dandenong, Victoria on Friday 13 September 2013, commencing at 9:30 am (AEST) for the purpose of transacting the items of business as set out below. Registration will open at 9:00 am (AEST).

Shareholders will be asked to consider and if thought fit, pass the following resolutions as ordinary resolutions.

That shareholders no longer have confidence in the Managing Director of Farm Pride Foods Ltd.

That Directors appoint a suitably experienced person as Managing Director of Farm Pride Foods Ltd.

That Directors appoint an additional independent Director to assume the role of Chairman.

Please refer to the accompanying Explanatory Notes which form part of this Notice of Meeting for more information on the proposed resolutions.

By Order of the Board

Bruce De Lacy Company Secretary Farm Pride Foods Ltd 5th August 2013

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Explanatory Notes

BACKGROUND: The Board notes that this EGM has been requisitioned by Markcamp Pty Ltd (representing the interests of Mr Mark Moncrieff) and GO Drew Pty Ltd (representing the interests of Mr Neil and Tim Drew) (‘Requisitioning Shareholders”) who hold greater than 5% shares in Farm Pride Foods Limited (“Farm Pride”). A Statement to Shareholders by the Requisitioning Shareholders accompanies this Notice. In relation to the matters set out in the Requisitioning Shareholders Statement the Board wishes to provide certain background information and rebuttal to a number of the issues raised.

The Directors see no merit in the resolutions proposed and do not support the resolutions. The Directors represent in excess of 50% of the shares in the company.

The Managing Director and the senior management team have the full support of the Board of Farm Pride and its major shareholders.

The improving performance of the Company’s business is evidenced by:

• The average EBITDA of $4.6 million per annum for the 4 years to 30 June 2012. • Repayment of borrowings of almost $14.1 million in the 4 years to 30 June 2012

and a further reduction of approximately $5.1 million in the year to 30 June 2013. • In the 5 years to 30 June 2013 borrowings have reduced by $19.2 million of which

$11.9 million was Bank loans. • 40% of Farm Pride’s production capacity is now free range eggs, reflecting a

response to the change in consumer demand.

Farm Pride has undertaken a number of significant strategic steps over recent years in order to position the business to meet the growth in demand for free range eggs as well as increasing the efficiencies of the business to improve profitability and cash flow. As previously disclosed to shareholders, these steps include:

• Growing our free range production capacity from zero to 40% of its total production capacity, including the development and long term lease of two of the largest and most efficient free range farms in Australia;

• Establishing three modern, efficient grading floors (two in Victoria and one in NSW), incorporating state of the art Moba graders, robotics, modern scanning and print technologies to ensure efficient and cost competitive production capacities;

• Transforming a small unprofitable egg products business into a profitable, modern, efficient, customer focused value added product business;

• Establishing a carton packaging plant that now produces over 20 million cartons per annum at costs competitive with large operators both locally and overseas, delivering benefits in added flexibility, lower inventory holdings and quality;

• Recent restructuring of operations and the roles and responsibilities of staff has achieved further overhead savings in excess of $1.5 million per annum.

The business is in a significantly more robust position than in April 2003, when following an independent expert’s report questioning the company’s ability to survive in the egg industry, the shareholders of Farm Pride Foods Limited rejected the company’s sale to Sunny Queen (a competitor) and the current Managing Director. Mr Zelko Lendich was appointed to an executive position with the company.

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At that time Farm Pride had revenue of $36 million, few customers, two leased cage sheds with 100,000 birds, a small unprofitable products business and old and overvalued equipment.

Since that time, the business has grown to comprise revenue in the order of $100 million, capacity in excess of 1.5 million birds, a broader customer profile, a strong profitable product business and sales in all states of Australia.

Farm Pride’s existing bank facilities are due to expire in September 2013 in the ordinary course of business. The company is currently in discussions with its financiers in relation to the refinancing of the company’s current facilities and will be in position to make a formal announcement in relation to these matters in the near future.

The Requisitioning Shareholders reference to the change in net tangible assets (“NTA”) as a measure of the company’s performance fails to take into account the change in accounting policy of the company since 2003. As a result of accounting advice Farm Pride no longer revalues freehold land, buildings and equipment on a fair value basis (as it did in 2003 and prior to the appointment of Mr Lendich). It now carries the value of freehold land, buildings and equipment at historical cost less accumulated depreciation and any accumulated impairment losses.

The Board has on numerous occasions sought to address the concerns of the Requisitioning Shareholders and their representatives regarding the operation of Farm Pride’s business. However, the Board is now of the opinion that the reasons for this EGM may be primarily driven by personal issues between the Requestioning Shareholders representatives and the management of Farm Pride, arising as a result of current and past disputes between the Requisitioning Shareholders and the company. Over the past decade, the company has purchased 3 businesses including those operated by Mr Mark Moncrieff and Messrs Neil and Tim Drew. The GO Drew egg business was purchased in 2005 for $1.077 million, primarily to obtain free range brands which were supported by the major supermarkets. The Drew business was previously charged and subsequently convicted by the ACCC, of egg substitution, in switching non organic egg for organic egg.

In addition to civil proceedings filed by the ACCC against GO Drew Pty Ltd, GO Drew Pty Ltd provided a court enforceable undertaking to the ACCC following its admission its conduct of substituting organic eggs with non-organic eggs in its Essential Foods organic egg range may have amounted to false, misleading and deceptive conduct in contravention of the TPA.

The section 87B undertaking provided for a distribution of $270,000 for the benefit of the organic industry between the Organic Federation of Australia and the National Association for Sustainable Agriculture Australia. The amounts allocated were proposed by GO Drew Pty Ltd.

Farm Pride also acquired the ACM business from Mr Moncrieff and his related interests in July 2005 for approximately $12 million. In April 2008 the purchase price was reduced by $2.5 million as a result of a warranty claim by Farm Pride against the Moncrieff business. Close to $8 million of goodwill associated with the acquisition of the Moncrieff business was subsequently written off by the Company. Mr Moncrieff was a director and Chairman of Farm Pride for 3.5 years between July 2005 and November 2008.

Interests associated with Mr Moncrieff and Mr Drew remain active participants in the egg industry and in some cases compete directly with Farm Pride. In addition, Farm Pride has had and continues to have a number of contracted trading activities with interests associated with Mr Moncrieff including the previous lease of the grading floor at the Dora Creek Farm, a long term lease of the Cowra cage egg farm of 240,000 birds and a long term agreement for the supply of free range eggs.

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However, there is currently a dispute in the Local Court of NSW between Farm Pride and Moncrieff Properties Pty Ltd (“Moncrieff Properties”) in relation to:

• Ownership of a grader located at a grading floor premises previously leased from Moncrieff Properties at Dora Creek in New South Wales (“Dora Creek Farm”);

• Other equipment owned by Farm Pride located at the Dora Creek Farm to which the company has been denied access since December 2012 to retrieve its equipment; and

• a claim for rent alleged to be owed to Moncrieff Properties after Farm Pride vacated the Dora Creek Farm and relocated to a new facility at Greendale.

Each of the Board members holds a significant equity position in the Company and is acutely aware of the need to provide returns to shareholders both through an appreciating share price and dividends. The Board believes given the advances made over the past 10 years and more particularly the last 2 years that this is achievable in the near term. All shareholders have been patient during this period and we appreciate and acknowledge this support.

The Board welcomes constructive input from all shareholders and particularly those with experience in the egg industry, however, we believe this current action of calling this EGM is an unnecessary cost to the company particularly so close to the Annual General Meeting and given the nature of the resolutions to be put to the shareholders, appears to be primarily motivated by personal issues.

The Board acknowledges that more work remains to be done in relation to both the trading activities of the Company as well as the improvement in value for the shareholders. We intend to continue to build this company into a financially strong and successful entity and look forward to rewarding shareholders for their patience and commitment in what continues to be a challenging and competitive industry.

Resolution 1

That shareholders no longer have confidence in the Managing Director of Farm Pride Foods Ltd.

Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on Resolution 1.

The Board unanimously recommends the rejection of Resolution 1.

The Managing Director and the senior management team have the full support of the Board of Farm Pride Foods Limited and its major shareholders.

Farm Pride has undertaken a number of significant strategic steps over recent years in order to position the business to meet the growth in demand for free range eggs as well as increasing the efficiencies of the business to improve profitability and cash flow.

The business is in a significantly more robust position than in April 2003, when following an independent expert’s report into the company’s ability to survive in the egg industry, the shareholders of Farm Pride rejected the company’s sale to Sunny Queen (a competitor) and the current Managing Director, Mr Lendich was appointed to an executive position with the company. At that time Farm Pride had revenue of $36 million, few customers, two leased cage sheds with 100,000 birds, a small unprofitable products business and old and overvalued equipment.

Since that time, the business has grown to comprise revenue in the order of $100 million, capacity in excess of 1.5 million birds, a broader customer profile, a strong and profitable products business and sales in all states of Australia.

The Board believes this motion may be primarily driven by personal issues related to both past and current disputes by the company with Messrs Moncrieff and Drew as set out above.

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The Board has full confidence in the Managing Director and the management team of the company and is confident the company is well positioned all things being equal to reward shareholders in the near future.

Resolution 2

That the Directors appoint a suitably experienced person as Managing Director of Farm Pride Foods Ltd.

Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on Resolution 2.

The Board unanimously recommends the rejection of Resolution 2.

The Board believes Zelko Lendich is a very capable and well experienced Managing Director and sees no reason to replace him. Mr Lendich has in excess of 18 year’s experience in the egg industry. Mr Lendich is well regarded throughout the industry and currently also holds a position as a director on the Australian Egg Corporation Limited, an industry based body. He has wide ranging experience in commerce, government and education in Australia and internationally. Zelko has held senior positions with leading companies including McKinsey & Co and ABB in Sweden, United Kingdom and Canada. Whilst with the Western Australian Government he was the principal advisor to the Minister for Transport and a key economic advisor to the Premier of Western Australia. He has a Bachelor of Economics degree and an MBA from the University Of Western Australia.

The Board has outlined the basis for its support above.

Resolution 3

That the Directors appoint an additional independent Director to assume the role of Chairman.

Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on Resolution 3.

The Board unanimously recommends the rejection of Resolution 3.

The Board commenced a review of the desired skills and competency for a new director following the resignation of Mr Darren Lurie as a director and Chair of the company.

The Board is currently going through a selection process to find and appoint a suitably experienced Director.

Once the Board has selected a director it will inform shareholders and seek their support for the appointment at an Annual General Meeting.

The Board is conscious of the need for an additional independent Director but will not be rushed into an appointment until it is satisfied it has identified a suitable candidate to recommend to shareholders.

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How to Vote

For the purposes of determining voting entitlements at the Extraordinary General Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (AEST) on Wednesday, 11 September 2013. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Ordinary Shareholders

Shareholders can vote in one of the following ways:

by attending the meeting and voting either in person or by attorney or, in the case of corporate Shareholders, by corporate representative;

by lodging a proxy vote by mail, by fax, on line or in person no later than 48 hours before the commencement of the meeting at 9.30am (AEST) on Wednesday 11 September 2013 using the shareholder voting form enclosed with this Notice;.

by mail to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001.

by facsimile to Computershare Investor Services Pty Limited, 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

online for Intermediary Online Users only at www.intermediaryonline.com

Voting in person

Shareholders who plan to attend the meeting are asked to arrive at the venue 30 minutes prior to the time designated for the meeting, so that their shareholding may be checked against the share register and attendance noted. Shareholders attending in person must register their attendance upon arrival.

To vote in person at the meeting, a company which is a Shareholder may appoint an individual to act as its representative. The representative should bring to the meeting a letter or certificate evidencing their appointment, certified by a secretary or director of the company. Where more than one joint Shareholder votes, the vote of the Shareholder whose name appears first in Farm Pride Foods Ltd's Share register shall be accepted to the exclusion of the others.

Voting by Proxy

Shareholders are entitled to appoint a proxy to attend and vote on their behalf.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. A proxy need not be a Shareholder. Do not write the name of the issuer company or the registered Shareholder in the space provided.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholders behalf, and on a poll, the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

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Appointment of a second proxy

You are entitled to appoint up to two 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.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and second Proxy Form state the percentage of your voting rights or number of securities 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 in the same envelope.

Under amendments to the Corporations Act 2001 (Cth) which took effect on 1 August 2011 and 27 June 2012 there are some changes to the way in which proxy votes are processed:

Directed Proxy Votes

If you appoint a person including the Chairman of the meeting or key management as your proxy and give them voting instructions, that person must cast those proxy votes on your behalf. If your nominated proxy does not do so, the Chairman must cast those votes as directed.

Undirected Proxy Votes Shareholders are encouraged to consider how they wish to direct their proxies to vote. Proxies not directed how to vote on an item of business, may vote, or abstain from voting, as that proxy thinks fit. Should any resolution be proposed at the meeting, a proxy may vote on that resolution as they think fit

Shareholders who are entitled to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the holders of Farm Pride Foods Ltd shares for the purposes of the meeting will be those registered holders as at 7.00pm (AEST) on Wednesday 11 September 2013.

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Directions to the Extraordinary General Meeting

Ramada Encore, 50-52 McCrae Street, Dandenong, Victoria on Friday 13th of September 2013 at 9.30am (AEST). Parking is available on site on Level 1.

If you have any questions about the location of the Extraordinary General Meeting please call:

Farm Pride Foods Ltd

Telephone + 61 (03) 9798 7077 (during business hours)

Map :

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SRN/HIN: I9999999999

Lodge your vote:

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only(custodians) www.intermediaryonline.com

For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 9:30am (AEST) Wednesday, 11 September 2013

How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.

Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.

Appointing a second proxy: You are entitled to appoint up to twoproxies to attend the meeting and vote on a poll. If you appoint twoproxies you must specify the percentage of votes or number ofsecurities for each proxy, otherwise each proxy may exercise half ofthe votes. When appointing a second proxy write both names andthe percentage of votes or number of securities for each in Step 1overleaf.

Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is also theSole Company Secretary, this form must be signed by that person. Ifthe company (pursuant to section 204A of the Corporations Act2001) does not have a Company Secretary, a Sole Director can alsosign alone. Otherwise this form must be signed by a Director jointlywith either another Director or a Company Secretary. Please sign inthe appropriate place to indicate the office held. Delete titles asapplicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paper andreturn with this form.

Turn over to complete the form

A proxy need not be a securityholder of the Company.

Farm Pride Foods LimitedABN 42 080 590 030

www.investorcentre.comView your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.

T 000001 000 FRM

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

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Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfI/We being a member/s of Farm Pride Foods Limited hereby appoint

STEP 1

the Chairman ORPLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, andto the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Farm Pride Foods Limited to be held at RamadaEncore, 50-52 McCrae Street, Dandenong, on Friday, 13 September 2013 at 9:30am (AEST) and at any adjournment or postponement of thatmeeting.

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone Date

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

of the Meeting

I ND

F R M 1 7 1 0 8 5 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

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ForAgainst

Abstain

Item 1 That shareholders no longer have confidence in the Manager Director of Farm Pride Foods Ltd.

Item 2 The Directors appoint a suitably experienced person as Managing Director of Farm Pride Foods Ltd.

Item 3 That Directors appoint an additional independent Director to assume the role of Chairman.

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