AFFCO Shareholders Approve Resolutions

03 September, 2002

AFFCO Shareholders Approve Resolutions At Special Meeting

AFFCO Holdings Limited shareholders have approved two resolutions at a special meeting in Auckland today, enabling the company's two major shareholders to partially underwrite a planned rights issue and purchase the rights of another shareholder.

The one for one rights issue at 10 cents per share seeks to raise additional capital of up to $27 million. Applications for the new ordinary shares close on 27 September, 2002.

Shareholders today gave their approval for

* the partial underwriting of the rights issue by Talley's Fisheries Ltd and Toocooya Nominees Ltd; and

* the purchase by Talley's and Toocooya of Dairy Meats NZ Ltd's rights entitlement under the issue.

As a result of the shareholders' approval, $21.3 million of the rights issue is subject to underwriting agreements, and Talley's and Toocooya are now able to proceed with an agreement to acquire 75% and 25% respectively of Dairy Meats' rights under the issue at an acquisition price of 3 cents per share.

Talley's current shareholding in AFFCO is 19.9% and Toocooya holds 18.7%. Because the proposed underwriting arrangements and purchase of Dairy Meats' rights could result in both Talley's and Toocooya increasing their shareholdings to over the 20% threshold, the Takeovers Code required shareholders' approval.

AFFCO Chairman Sam Lewis told the meeting that the company had now substantially completed the major restructuring programme launched 18 months ago. He said he believed the company is now well positioned and will be a competitive participant in the 2002-2003 season.

Mr Lewis announced that AFFCO's Chief Operating Officer Tony Egan has been appointed Chief Executive Officer with immediate effect.

Contact: Sam Lewis (09) 3555 700

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