Patties Foods : shareholders approve Scheme of Arrangement (Link)

Patties Foods Ltd ABN 62 007 157 182 Operations Corporate Office 161-169 Princes Highway Chifley Business Park Bairnsdale VIC 3875 Level 2, 1 Joseph Avenue
PO Box 409 Bairnsdale V Phone: Admin Fax: Sales Fax: info@patties www.patties.	Mentone VIC 3194 IC 3875 PO Box 115 03 5150 1800 Dingley VIC 3172 03 5152 1135 Phone: [phone] 03 5152 1054 Fax : [phone] .com.au [e-mail] com.au www.patties.com.au

Friday 26 August 2016 Patties shareholders approve Scheme of Arrangement

At the Scheme Meeting of Patties Foods Limited (ASX:PFL) (Patties) held in Melbourne today, Patties shareholders have voted overwhelmingly in favour of the scheme of arrangement for the proposed acquisition by Australasian Foods Bidco Pty Ltd (Scheme). Defined terms in this announcement have the meaning given to them in the Explanatory Booklet.

Next Steps

Patties has applied to the Supreme Court of Victoria for approval of the Scheme at a hearing scheduled for Friday, 2 September 2016. If the Scheme is approved by the Court, Patties shareholders who hold shares on the Scheme Record Date (currently proposed to be 7.00pm on Thursday, 15 September 2016) will receive the Scheme Consideration (in accordance with the terms of the Scheme, as set out in Appendix 2 to the Explanatory Booklet).

Voting results - Scheme Meeting

For the purpose of ASX Listing Rule 3.13.2 and sections 251AA(1) and (2) of the Corporations Act 2001 (Cth), Patties states that the resolution to approve the Scheme, as set out in the Notice of Scheme Meeting in Appendix 3 to the Explanatory Booklet, was passed by the requisite majorities of shareholders, with:

• 92.23% of Patties shareholders present and voting (either in person or by proxy) in favour of the resolution; and

• 99.31% of votes cast in favour of the resolution.

The poll report submitted by the Returning Officer as appointed by Patties is attached in Annexure A. The results of the poll were as follows:

For	Against	Total Votes	Abstain*
Votes	112,065,899	780,387	112,846,286	27,231
Percentage of Votes	99.31%	0.69%	100%	n/a
Holders	1,116	94	1,210	10
Percentage of Holders	92.23%	7.77%	100%	n/a

* Note that votes relating to a shareholder who abstains from voting are not counted in determining the requisite majorities

2

The proxies received were as follows:

For	Against	Undirected	Total Votes	Abstain*
Votes	109,164,915	777,033	1,059,222	111,001,170	27,231
Percentage of Votes	98.35%	0.70	0.95%	100%	n/a
Holders	1,028	92	74	1,194	10
Percentage of Holders	86.10%	7.70%	6.20%	100%	n/a

* Note that votes relating to a shareholder who abstains from voting are not counted in determining the requisite majorities

Annexure A lomputershare‌

26August 2016 Computershare Investor Services pty Limited

ABN 48 078 279 277

Yarra Falls, 452 Johnston Street Abbotsford

The Chairman of the Scheme Meeting

Patties Foods Limited

161-169 Princes Highway, Bairnsdale, Vic,

Australia, 3875

Poll Report Scheme Meeting

Victoria 3067 Australia GPO Box 2975 Melbourne Victoria 3001 Australia

Telephone [phone]

Facsimile 61 3 9473 2500 www.computershare.com

I, Gonzalo Valencia, of ComputershareInvestor Services Pty Limited, being the Returning Officer appointed by you in connection with voting by poll upon the resolution set out below at the Scheme Meeting of Shareholders of Patties Foods Limited, held at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, on Friday, 26 August 2016 at 10.00am (Melbourne time), report as follows:

Resolution - 'That under and in accordance with the provisions of section 411 of the Corporations Act 2001 (Cth), the members (other than Excluded Shareholders) agree to the arrangement proposed between Patties Foods Limited and the holders of its fully paid ordinary shares (other than Excluded Shareholders), designated the Scheme, as contained in and more particularly described in the Explanatory Booklet accompanying the notice convening this meeting with or without any alterations or conditions agreed or any alterations or conditions required by the Court and, subject to approval of the Scheme by the Court, the Board of Directors of Patties is authorised to implement the Scheme with any such alterations or conditions.' Resolution - votes cast

Number of votes cast by holders 'in favour' of the resolution	112,065,899
Number of votes cast by holders 'against' the resolution	780,387
The total number of votes cast on the resolution	112,846,286
Votes in favour of the resolution as a percentage of the total number of votes cast on the resolution	99.31%
The number of abstain votes on the resolution	27,231

Resolution - number of shareholders voting

Number of shareholders voting 'in favour' of the resolution	1,116
Number of shareholders voting 'against' the resolution	94
Total number of shareholders voting on the resolution	1,210
Number of shareholders voting in favour of the resolution as a percentage of the total number of shareholders voting on the resolution	92.23%
Total number of shareholders abstaining on the resolution	10

The total number of shareholders who voted both "in

favour" and "against" the resolution and not included in the 0

above "shareholders voting in favour" and "shareholders

voting against" figures

The resolution was carried by the required majorities

.........L. ···················

Gonzalo Valencia

Returning Officer

Computershare Investor Services Pty Limited

This Document is printed on Greenhouse Friendly™ ENVI Laser Carbon Neutral Paper