Version March 2018

COMPANY, TRUST AND TRUST PARTNERSHIP

Farmlands Shareholder Application

How to complete

Checklist — Have you:

Provided all the information asked for in this application

Provided a copy of the Trust Deed and financial statements

(if applying in the name of a Trust)

Provided a copy of the Partnership agreement (if applicable)

Completed the Credit Limit section

Completed the Financial Information section or enclosed the

latest financial statements

Completed the Guarantee section

Enclosed a verified copy of photo ID and included proof of

residential address for each individual applicant, Trustee/

Director and person to be issued a Farmlands Card

Completed and signed the Direct Debit Form

Signed and dated this application and initialled each page

WHEN FILLING OUT THIS APPLICATION, PLEASE USE BLUE OR BLACK PEN AND WRITE IN ALL CAPS.Eligibility to Join Farmlands Co-operative Society Limited (“Farmlands”):

• In order to qualify for acceptance into Farmlands, the applicant must hold an interest in land used for agriculture, horticulture, pastoral or other animal keeping purposes; provide goods and services to such people or be employed by an approved provider of goods or services to the rural sector.

Identification:

• As Farmlands issues shares in the co-operative and issues cards on the Farmlands Account, it is affected by the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.

• Farmlands must comply with the requirements of this legislation in verifying the identification and residential address of all applicants and card holders.

• Section ‘K” of this application form sets out the documentation requirements required by each applicant and cardholder.

Application Information:

• The complete legal name of the applicant must be set out.

• The full names of each Director/Trustee must be set out.

• Trust applicants must include a copy of the Trust agreement and the Trust’s latest Financial Statements.

• Trust Partnership applicants must include a copy of the Partnership agreement, if a formal Partnership agreement is held.

Credit Limit:

• The Farmlands Company, Trust and Trust Partnership Account constitutes a revolving Credit Contract under the Credit Contracts and Consumer Finance Act 2003 legislation and a credit limit must be specified.

• The credit limit requested should be sufficient to cover your 2 month peak spending.

Guarantee and Indemnity:

• Company: This section must be completed if the applicant is a company. The company’s full legal name must be written in the “Applicant” line. All Directors of the company must sign the Guarantee.

• Trust: This section must be completed if the applicant is a Trust. The full legal name of each Trustee must be written in the “Applicant” line, together with the words “as Trustee of the ________ Trust”.

Farmlands Card Order Form:

• This section must be completed for the issue of every Farmlands Card. At least one Card must be issued to the Account.

• All persons to be issued a Farmlands Card must sign the Card Order Form in Section “H”.

• Please refer to Section “I” for authority types to be associated with cardholders

Signing of This Application:

• Any company applying must have the signatures of at least two Directors, or if there is only one Director, the sole Director.

• Any Trust applying must have the signatures of all Trustees.

Assistance:

• For assistance in completing this form, please contact your local Farmlands store or phone 0800 200 600.

Farmlands Shareholder ApplicationCompany, Trust and Trust Partnership

535 Wairakei RoadPO Box 271, Christchurch 8140New ZealandFreephone: 0800 200 600www.farmlands.co.nz

Please mark with a ‘X’ to indicate complete

Page 2 | FFC AP-CMPTRST — MARCH 2018Farmlands Co-operative Society Limited

AP-CMPTRST

A. Applicant Information

(First Name) (Middle Name/s) (Surname)

Name of Director 1Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 1Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Director 2Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 2Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Director 3Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 3Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

COMPANY

Legal Name

Company Number

Trading Name(if different from above)

TRUST

Name of Trust

Trading Name

(First Name) (Middle Name/s) (Surname)

Name of Director 4Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

Additional Directors need to be completed on a separate sheet of paper.

Name of Corporate Trustee

Additional Trustees need to be completed on a separate sheet of paper.

Please indicate applicant type

(complete this section if applying as a company)

(complete this section if applying as a Trust)

Page 3 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

A. Applicant Information – continued

(First Name) (Middle Name/s) (Surname)

Name of Trustee 1Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 1Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 2Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 2Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 3Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

Residential Address

(First Name) (Middle Name/s) (Surname)

Name of Trustee 3Full Legal Name

Preferred Name Date of Birth (DD/MM/YY)

TRUST PARTNERSHIP

Trading Name

Name of Trust Partner 1

Name of Trust Partner 2

Name of Corporate Trustee

Additional Trustees need to be completed on a separate sheet of paper.

Name of Corporate Trustee

Additional Trustees need to be completed on a separate sheet of paper.

TRUST PARTNERSHIP APPLICANTS

We confirm (select one)

A formal Partnership agreement is held. Please provide a copy with this application.

A formal Partnership agreement is not held.

(complete this section if applying as a Trust Partnership)

Page 4 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

Farm Location Address

Phone Number (Home) Phone Number (Business)

If no, who is the owner?Do you own the property? Yes No

Your monthly Farmlands statement will be emailed to this address

Rural Delivery Number

POSTAL ADDRESS

Rapid, Road or Street Number

P.O. Box or Private Bag

Road or Street Name

Town or City Country Postcode

Email

B. Address/Contact Details

D. Credit Limit

Please ensure the Financial Information section is completed.

The credit limit requested should be sufficient to cover your 2 monthly peak spending and is the maximum amount of credit you would like available on the Farmlands shareholding account to be provided under this application. The credit limit is reviewable at the discretion of Farmlands. You will be advised of the credit limit allocated to the account on approval of this application.

Note: Farmlands may request further financial information (including financial statements) that it considers necessary to assess the credit limit requested.

Credit Limit Requested

$

A. Applicant Information – continued

Name

Name

Relationship

Relationship

Shareholder Number

Shareholder Number

Have you ever held or applied for an Account with Farmlands before?

Are you associated with any other Farmlands shareholder(s)?

Yes

Yes (please specify below)

No

No

E. Other Information

Approved Handler Certificate Details

Name of Certificate Holder

Approved Handler Certificate Number Expiry Date of Certificate (DD/MM/YY)

Accountant Details

Accountant Name

Accountant Email

Name of Firm

Accountant Phone Number

C. Business Areas of Interest

Please mark with an ‘X’ the boxes of all the areas of business you could conduct with Farmlands below.

Gulf Lubricants

Fertiliser

Card (General)

Horticulture Nutrition

Bulk Fuel Card Fuel – BP

Farm Supplies

Electricity Card Fuel – Starcard

Grain and Seed

Insurance Card Fuel – Z Energy

Which Farmlands store will you mostly trade with?

Telecommunications (Landline, Mobile, Internet)

Page 5 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

F. Agribusiness Type

Check the boxes for the appropriate type(s). If more than one, please indicate main business by circling type, e.g. Sheep

Aquaculture

Marine Farming Salmon Other ______________

Forestry

Consultant/Worker Native Plantation Pinus Radiata Other ______________

Contractor

Agricultural

Pest Control

Construction

Transport

Horticulture and Viticulture

Other ______________

Rural Affiliation

Kennel/Cattery Lifestyle Real Estate Retired Off-Farm Other ______________

Arable

Barley

Other Small Seed

Other ______________

Beans

Peas

Clover Seed

Ryecorn

Grass Seed

Ryegrass Seed

Maize

Vegetable Seed

Oats

Wheat

Horticulture and Viticulture

Avocado

Hydroponics

Pipfruit

Vegetable Greens

Berryfruit

Kiwifruit

Process Crops

Vegetable Seed

Citrus

Market Garden

Protected Crops

Vegetable Other

Fruit Other

Olives

Summer and Stonefruit

Viticulture

Fungi

Ornamentals/Nursery

Treefruit

Winery

Hops

Packhouse

Vegetable Brassica

Other ______________

NAIT Number

Size of Property (hectares) (1 hectare = 2.47 acres)

Stock Units Run

Crop Area (hectares)

Milk Solids Produced (kg)

Effective Farm Area (hectares)

Area Under Canopy (hectares)

NAIT Number

Dairy Supplier Number

GST Number (if you use GST registration)

Pastoral

Alpaca/Llama

Dairy Sharemilker

Honey

Sheep Finewool

Apiculture

Dairy Support

Horse/Equine/Donkey

Sheep Mid-Micron

Beef

Deer

Lucerne

Other _____________

Calf Rearing

Dry Stock

Pigs

Dairy Contract Milker

Fodder Beet

Poultry/Eggs

Dairy Owner

Grazing

Sheep Crossbred

Page 6 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

Confidentiality Statement

Farmlands, Farmlands Finance Limited or Farmlands Fuel Limited agree not to use any confidential financial information disclosed in this section for their own benefit or disclose it to any other party without the approval of the applicant, unless required by law.

G. Statement of Financial Position — Assets and Liabilities

This document completed for:

ASSETS

LIABILITIES

Land — Address

Bank Name

Overdraft

Mortgage/s

Other Loan/s

Credit Card/s

Other Liabilities

Lender

Item

Lender

Lender

Item

Lender

Borrowing Entity

Lender

Borrowing Entity

Lender

Other Assets (investments, shares etc. more than $1,000)

Bank Account/s Bank Name

Vehicles

Livestock

Plant and Equipment

Balance

Value

Market Value

Market Value

Market Value

Market Value

Total Assets

Total Liabilities

Net Worth

Market Value

Legal Owner Market Value

Amount OwningInterest Rate

Purchase Year

Limit

Limit

Limit

(more than $1,000, include personal loans, trading/credit accounts, personal guarantees provided)

Have proceedings for the recovery of debt, bankruptcy or insolvency ever been brought against you? Yes (please provide details below)No

Page 7 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

Please Note: The applicant is responsible for each Farmlands Card issued to the Account and shall pay for all goods purchased with a Farmlands Card.

The Account authority levels relate to the Farmlands Account and are not limited to the Card. Please refer to Section “I” - “Account Authority Definitions” for particulars.

By signing this section, each Card Signatory confirms and acknowledges that:

a) the information provided is true and correct,

b) once the Card Signatory uses the Farmlands Card they are bound by the Conditions of Use set out in Farmlands “Terms and Conditions” (as amended from time to time), a copy of which has been received, and

c) in the event the applicant does not pay for the purchases incurred by the Card Signatory using the Farmlands Card, the Card Signatory shall pay Farmlands for such purchase.

Farmlands Card User 1 Farmlands Card User 2 Farmlands Card User 3 Farmlands Card User 4SIGN HERE

SIGN HERE

SIGN HERE

SIGN HERE

Signatory’s Name

PRIMARY CARD 1

(First Name) (Middle Name/s) (Surname)

(Section 5b on Driver’s Licence)

Date of Birth (DD/MM/YY)

Please allow this Card user to (see Section “I”):

Driver’s Licence No. Version No.

Residential Address

Full Account Access Request Information Order Cards Update Information

Email

(Section 5a on Driver’s Licence)

Telephone Mobile

Signatory’s Name

ADDITIONAL CARD 2

(First Name) (Middle Name/s) (Surname)

(Section 5b on Driver’s Licence)

Date of Birth (DD/MM/YY)

Please allow this Card user to (see Section “I”):

Driver’s Licence No. Version No.

Residential Address

Full Account Access Request Information Order Cards Update Information

Email

(Section 5a on Driver’s Licence)

Telephone Mobile

Signatory’s Name

ADDITIONAL CARD 3

(First Name) (Middle Name/s) (Surname)

(Section 5b on Driver’s Licence)

Date of Birth (DD/MM/YY)

Please allow this Card user to (see Section “I”):

Driver’s Licence No. Version No.

Residential Address

Full Account Access Request Information Order Cards Update Information

Email

(Section 5a on Driver’s Licence)

Telephone Mobile

Signatory’s Name

ADDITIONAL CARD 4

(First Name) (Middle Name/s) (Surname)

(Section 5b on Driver’s Licence)

Date of Birth (DD/MM/YY)

Please allow this Card user to (see Section “I”):

Driver’s Licence No. Version No.

Residential Address

Full Account Access Request Information Order Cards Update Information

Email

(Section 5a on Driver’s Licence)

Telephone Mobile

H. Farmlands Card Order Form

Cardholder OnlyRedeem Choices

Cardholder OnlyRedeem Choices

Cardholder OnlyRedeem Choices

Cardholder OnlyRedeem Choices

Page 8 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

I. Account Authority Definitions

The following account authority levels relate to the use of the Farmlands account. The account holder can give any cardholder authority on the account by ticking the relevant box on the card order form.

Please note that a cardholder automatically has full access on the account if s/he is the account holder, is a partner in a business partnership, director, trustee of the account holder, or has otherwise been given authority to act on the account. In these cases the tick boxes do not apply.

If the cardholder is NOT the account holder, a partner in a business partnership, director, trustee of the account holder, an authority level should be indicated. If no authority level is selected for these cardholders, the “Cardholder Only” authority level will be provided.

Authority Type Definition

Full Access Any information can be disclosed and/or altered about the account and its contacts. This access automactically grants access to the other authority levels by default.

Request Information Can request information via phone or email e.g., statement files, transactions, balances, account queries etc. Any information about the account and its contacts can be disclosed e.g., names, telephone numbers etc.

Order Cards Can order, cancel, and replace Farmlands and Standalone Fuel cards, as well as PIN resets and card limit queries. This however does not include name changes on the card.

Update Information Can update the following information for the account and contact ONLY:

- Physical address- Postal address- Email address- Telephone numbers- Statement delivery method

However, they do not have authorisation to amend authority types.

Redeem Choices Can redeem choices rewards points ONLY.

In order to query/dispute Choices or products and query/dispute choices points earned or lost, Full Access is required.

Cardholder Only Authorised to use the Farmlands card and/or Standalone fuel card for purchases as well as:

- Replace or cancel their own card only- Request or reset a PIN for their own card only

Page 9 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

J. Guarantee and Indemnity

APPLICANT

GUARANTORS

Legal Name

Name of Director/Trustee

Name of Director/Trustee

Name of Director/Trustee

Name of Director/Trustee

(First Name) (Middle Name/s) (Surname)

(First Name) (Middle Name/s) (Surname)

(First Name) (Middle Name/s) (Surname)

(First Name) (Middle Name/s) (Surname)

By signing this guarantee and indemnity you become personally liable for all amounts that are payable to Farmlands Co-operative Society Limited (“Farmlands”), Farmlands Finance Limited or Farmlands Fuel Limited by the applicant. You should seek legal advice before signing.In consideration of Farmlands, at my/our request, accepting the applicant as an Account holder of Farmlands and, as the case may be, issuing a Farmlands Card to the applicant and Farmlands Finance Limited advancing credit to the applicant and Farmlands Fuel Limited advancing credit to the applicant.I/we personally, jointly and severally, unconditionally and irrevocably:

1. guarantee the due and punctual observance and performance by the applicant of all its financial and other obligations to Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited.

2. agree that, without limiting clause 1 in any way, this guarantee:2.1. is a continuing guarantee and applies in respect of all present and future financial and other obligations of the applicant to each of Farmlands, Farmlands Finance Limited

and Farmlands Fuel Limited, however they arise, including, without limitation:2.1.1. payment by the applicant for goods and services supplied to, for or at the request of the applicant;2.1.2. payment by the applicant for purchases made or debts incurred by the applicant in the name of Farmlands, Farmlands Finance Limited and Farmlands Fuel

Limited or by Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited on behalf of the applicant; and2.1.3. compliance by the applicant with the financial and other obligations of the Farmlands Co-operative Society Limited Terms and Conditions (“Terms and

Conditions”) issued to the applicant.2.2. applies even where there is a change in the Rules of Farmlands, the Terms and Conditions and/or any other arrangements between Farmlands, Farmlands Finance

Limited, Farmlands Fuel Limited and the applicant.3. agree that my/our guarantee and indemnity binds my/our personal representatives and will continue to be binding and at all times enforceable by Farmlands, Farmlands Finance

Limited and Farmlands Fuel Limited even if the applicant dies, becomes insolvent or is placed in liquidation.4. covenant with each of Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited that:

4.1. no release, delay or other indulgence given by Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited to the applicant or any other thing whereby I/we would have been released had I/we been merely a surety shall abrogate, release, prejudice or affect the liability of me/us as a guarantor or as an indemnifier;

4.2. as between me/us and Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited, I/we may for all purposes be treated as the applicant and neither Farmlands nor Farmlands Finance Limited nor Farmlands Fuel Limited shall be under no obligation to take proceedings against the applicant before taking proceedings against me/us;

4.3. I/we will not prove in any bankruptcy or liquidation of the applicant in competition with Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited; and4.4. any concession, grant of time, waiver, variation or otherwise shall not release me/us from liability.

5. indemnify Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited, against any loss or liability (including costs), which Farmlands, Farmlands Finance Limited or Farmlands Fuel Limited may suffer or incur as a result of the applicant failing to duly and punctually observe and perform all its financial and other obligations to Farmlands, Farmlands Finance Limited or Farmlands Fuel Limited, regardless of whether the applicant’s liability is or has become void or unenforceable for any reason and regardless of whether the above guarantee shall be void or unenforceable against me/us, or any of us, for any reason.

6. I/we authorise Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited to obtain, exchange, hold and use information (including credit reports and customer due diligence information) as set out in clauses 34 (a,b,c,d and e) and 35 (a,b,c and d) of the Terms and Conditions about me/us (including our Directors or Trustees) and make any other enquiries it thinks appropriate, so it can confirm information provided is true and complete, and to decide whether to accept the application or lend money to the shareholder or continue to make the Farmlands Card and other benefits available to the shareholder and comply with its customer due diligence and any other legal obligations it may have. I/We authorise any person to complete and furnish any information in response to your credit, customer due diligence or other enquiries and accept that clauses 34 (a,b,c,d and e) and 35 (a,b,c and d) of the Terms and Conditions will apply in relation to any information about me/us as if I/we were the shareholder.

7. where the Trustee of a Trust acts as an independent Trustee without any interest in any of the assets of the Trust other than as Trustee, that Trustee is liable under this guarantee only to the extent of the value of the assets of the Trust available to meet that Trustee’s liability, plus any amount by which the value of those assets has been diminished by any breach of trust caused by that Trustee’s wilful default or dishonesty.

Full Name

Guarantor 1

Date of Birth (DD/MM/YY)

Signature

Address for Service

SIGN HERE

Name of Witness

Witness 1

Occupation Signature

Present Address

SIGN HERE

Page 10 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

J. Guarantee and Indemnity – continued

The Guarantor(s) acknowledge that Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited recommend that the Guarantor(s) obtain independent legal advice as to the effect of this Guarantee and Indemnity and the potential liability faced by them as guarantor(s) and indemnifier(s). The Guarantor(s) confirm that the Guarantor(s) has/have elected not to obtain such independent legal advice and has/have agreed to provide this Guarantee and Indemnity in favour of Farmlands, Farmlands Finance Limited and Farmlands Fuel Limited.

Guarantor 1 Signature

Guarantor 2 Signature

Guarantor 3 Signature

Guarantor 4 Signature

Full Name

Guarantor 4

Date of Birth (DD/MM/YY)

Signature

Address for Service

SIGN HERE

Name of Witness

Witness 4

Occupation Signature

Present Address

SIGN HERE

Full Name

Guarantor 2

Date of Birth (DD/MM/YY)

Signature

Address for Service

SIGN HERE

Name of Witness

Witness 2

Occupation Signature

Present Address

SIGN HERE

Full Name

Guarantor 3

Date of Birth (DD/MM/YY)

Signature

Address for Service

SIGN HERE

Name of Witness

Witness 3

Occupation Signature

Present Address

SIGN HERE

SIGN HERE

SIGN HERE

SIGN HERE

SIGN HERE

Dated as a deed on (DD/MM/YY)

Dated as a deed on (DD/MM/YY)

Dated as a deed on (DD/MM/YY)

Dated as a deed on (DD/MM/YY)

Page 11 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

K. Identification

The Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“AML/CFT”) Government legislation places an obligation on Farmlands Co-operative Society Limited (“Farmlands”) to verify the identity of individuals in control of its membership Accounts. This also includes individuals who are to be issued a Farmlands Card.

Please provide a verified copy of photo identification being either a current Passport, New Zealand Firearms Licence or current New Zealand Driver’s Licence (both sides of the Driver’s Licence are to be copied). All documents must be verified (stamped and signed) by:

• Face to face by a Farmlands employee• Justice of the Peace• Lawyer

• Chartered Accountant• Member of Parliament• Member of the New Zealand Police

ANDone of the following forms of acceptable residential address verification dated within the last 12 months and addressed to the individual:

• Bank Account Statement• Rates Bill• Government Department Document

• IRD Tax Notice/Certificate• Utility Bill

Company Accounts:

All Directors and persons capable of exercising effective control or acting on behalf of the company are required to provide photo identification and residential address verification.

AML/CFT requires Farmlands to make enquiries as to the ultimate beneficial ownership of a company. Any person(s) or entities holding more than 25% of the share capital in the company are subject to these enquiries. These enquiries may include (but are not limited to):

• Obtaining verified photo identification and residential address verification of individuals.• Ascertaining whether a Trust is the holder of the share parcel and if so, the section below on Trusts applies.• Requesting information on the beneficial ownership of corporate or other entities.

Trust Accounts:

All Trustees and persons capable of exercising effective control or acting on behalf of the Trust are required to provide photo identification and residential address verification.

AML/CFT requires Farmlands to make enquiries as to the beneficial ownership of a Trust. These enquiries may include (but are not limited to):

• Obtaining copies of Trust Deeds and any subsequent amendments.• Ascertaining and verifying the source of funds or wealth of the Trust.• Seeking information on any other individual who is authorised to control the Trust, specific Trust property, or with the power to amend Trust Deeds

or remove or appoint Trustees.• Requesting information about the beneficiaries.

Trust Partnerships:

Trust Partnership applicants must include a copy of the Partnership agreement, if a fomal Partnership agreement is held.

Card Holders:

All persons to be issued a Farmlands Card are required to provide photo identification and residential address verification.

In the event that Farmlands is unable to verify the identity of any individual, it reserves the right to seek further information that it considers necessary to satisfy the requirements of the AML/CFT legislation.

Page 12 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

Where the Trustee of a Trust acts as an independent Trustee without any interest in any of the assets of the Trust other than as Trustee, that Trustee is liable under this application only to the extent of the value of the assets of the Trust available to meet that Trustee’s liability, plus any amount by which the value of those assets has been diminished by any breach of trust caused by that Trustee’s wilful default or dishonesty.

L. Signatories

Once completed, you can drop off this application at your nearest Farmlands store, email applications@farmlands.co.nz or post toFarmlands Co-operative Society Limited, P.O. Box 271 Christchurch 8140, New Zealand.

IMPORTANT! To allow us to process your application all applicants must sign below.

SHAREHOLDER REQUIREMENTSI/We hereby subscribe for 500* shares at $1.00 per share in Farmlands Co-operative Society Limited (“Farmlands”) and agree to pay my/our subscription.

I/We acknowledge that the initial subscription of $500 is payable either: (Please choose the required option)

No votes are attached to shares until they are paid up (see section 5 ‘Rights and Entitlements’ of the Farmlands Product Disclosure Statement (PDS) attached to this Application form, for an example).

In applying to become a shareholder of Farmlands and subscribing for the shares described in the Farmlands PDS dated 7 November 2017, I/we hereby undertake:

a. To abide by the rules of Farmlands,

b. To make my/our payment promptly on or before the 20th of each month for purchases made or debts incurred during the previous month by me/us in the name of Farmlands or by Farmlands on my/our behalf. I/We understand that should I/we default in any such payment by the due date, I/we forego all rights to any price rebates to which I/we might otherwise be entitled,

c. I/We understand that should any monies be owing by me/us to Farmlands (whether by way of subscriptions for shares or otherwise), the Directors may deduct such monies owed by me/us from any monies payable by Farmlands to me/us,

d. To abide by the Terms and Conditions, including that interest may be charged on any outstanding balance on my/our Account not received by Farmlands on or before the 20th of the month following purchase and that I/we will be liable as principal shareholder(s) for all debts incurred through the use of additional Cards issued in my/our name(s) or trading name(s),

e. I/We are not less than 18 years of age and have read and understood this application. I/We confirm that the information supplied by me/us is true and complete and may be relied upon by Farmlands, Farmlands Finance Limited and their subsidiaries in considering this application. I/We authorise Farmlands and Farmlands Finance Limited and their subsidiaries to obtain, exchange, hold and use information (including credit reports and customer due diligence information) as set out in clauses 34 (a,b,c,d and e) and 35 (a,b,c and d) of the Terms and Conditions about me/us (including our Directors or Trustees) and make any other enquiries it thinks appropriate so it can confirm information provided is true and complete and to decide whether to accept the shareholder’s application or continue to make the Farmlands Card and other benefits available to the shareholder and comply with its customer due diligence and any other legal obligations it may have. I/We authorise any person to complete and furnish any information in response to your credit, customer due diligence or other enquiries. I/We will tell you if any of the information changes or is no longer true and complete,

f. I/We confirm that I/we have received the Farmlands PDS dated 7 November 2017, disclosure statement and Terms and Conditions with this application form, and I/we have read those documents.

g. I/we understand that the PDS and the rules of Farmlands are available to view at www.farmlands.co.nz or at Farmlands registered office 535 Wairakei Road, Christchurch (during business hours).

h. I/We authorise Farmlands to disclose personal information about me/us appearing on the Farmlands membership list, which includes my/our name and Farmlands membership number, to Farmlands suppliers,

i. I/we authorise Farmlands to email me/us information and offers from Farmlands and its suppliers, and

j. I/we authorise the Farmlands Cards requested in this application.

*The minimum number of shares that you must hold is 500.

a) As a charge on your Farmlands Account, with the full $500 to be charged to your first monthly statement; or

b) as a charge on my/our Farmlands Account, with $200 to be charged to my/our first monthly account and $100 to each of my/our next three month statements.

Names of Signatories Signature

Every applicant who has completed the application information section must sign.

DateSIGN HERE

Page 13 | FFC AP-CMPTRST — MARCH 2018Farmlands Co-operative Society Limited

AP-CMPTRST

Authority to AcceptDirect Debits

535 Wairakei RoadPO Box 271, Christchurch 8140New ZealandFreephone: 0800 200 600www.farmlands.co.nz

FOR BANK USE ONLY:

DATE RECEIVED: RECORDED BY: CHECKED BY: BANK STAMP

SPECIFIC CONDITIONS RELATING TO NOTICES AND DISPUTES

1. I agree that the Initiator must give me at least 10 days’ prior notice of each direct debit, including the � rst direct debit in a series.2. Changes to the amounts or dates of a series of direct debits require 30 days’ prior notice to me.3. I can also agree with the Initiator to receive a same day notice for direct debits speci� cally requested by me.4. All notices must be in writing, but can be delivered electronically, if I have agreed that with the Initiator.5. I can also ask you to reverse a direct debit up to 120 days after the direct debit if:

• I didn’t receive proper notice of the amount and date of the direct debit, or• I received notice but the amount or date of the direct debit is different from the amount or date on the notice.

6. If you dishonour a direct debit but the Initiator retries it within 5 business days of the original direct debit, I understand that the Initiator doesn’t need to notify me again about that direct debit.

Original – Retain at BranchCopy – Forward to Initiator if requested

FROM THE ACCEPTOR TO MY BANK:

I authorise you to debit my account with the amounts of direct debit instructions received from _____________________________________________________ (the ‘Initiator’) with the authorisation code specifi ed on this authority and in accordance with this authority until further notice from me.

I agree that this authority is subject to:• my bank’s terms and conditions that relate to my account, and• the terms and conditions listed below.

Authorised signature/s: Date:

/ /

Bank Branch Account Suffi x

0 2 0 2 9 6 4

MY ACCOUNT TO BE DEBITED (acceptor)

NAME OF MY BANK:

Initiator’s authorisation code

Approved

0296 08/17

FARMLANDS CO-OPERATIVE SOCIETY LIMITED

Page 14 | FFC AP-CMPTRST — MARCH 2018

AP-CMPTRST

Farmlands Co-operative Society Limited

All applicants please initial here

INITIAL HERE

Farmlands Co-operative Society LimitedTerms and Conditions

Terms and Conditions

Please read the following Terms carefully. They apply to the Account, the supply and hire of all Goods by Farmlands and all Farmlands Card and Card Partner Card use from 01/03/2018.

DEFINITIONS

“Account” means all accounts (however titled) provided by Farmlands to record transactions and the supply and hire of Goods.

“Address for Service” means:

a. for any Shareholder, Card Signatory or Guarantor either (at Farmlands’ election):

i. the postal or email address or fax number last notifi ed to Farmlands by the Shareholder, Card Signatory or Guarantor; or

ii. if it is a company, the company’s registered address for service; or

b. for Farmlands, 535 Wairakei Road, Burnside, Christchurch 8053.

“AML/CFT Act” means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, and includes all regulations and codes of practice issued under that Act.

“Amount Due” means the amount specifi ed as the closing balance of the Account in the relevant Statement (and any subsequent Default Event costs).

“Application” means an application made by the Shareholder for an Account, Farmlands Card or Card Partner Card.

“Authorised Person” means any person that a Card Partner Card is issued to or who is otherwise authorised to use that Card Partner Card.

“Card Partner” means any agent, merchant, retailer or supplier bound by a supply agreement with Farmlands (including any Farmlands Card or Card Partner agreement).

“Card Partner Card” means any card issued by a Card Partner, which is linked and debited to the Account.

“Card Signatory” means a person named on or who uses or is authorised to use a Farmlands Card or Card Partner Card.

“Default Event” means an event where:

a. the Shareholder, Card Signatory or Guarantor fails, or in Farmlands’ opinion is likely to fail, to pay the Amount Due by the Due Date or to otherwise comply with these Terms, the Rules of Farmlands or any other contract with Farmlands or its Related Entities;

b. the Shareholder, Card Signatory or Guarantor commits an act of bankruptcy;

c. the Shareholder, Card Signatory or Guarantor enters into any composition or arrangement with creditors;

d. anything occurs which in Farmlands’ reasonable opinion adversely affects the Shareholder’s, Card Signatory’s or Guarantor’s ability to pay all monies howsoever owing to Farmlands; or

e. if the Shareholder, Card Signatory or Guarantor is a company:

i. it does anything which would make it liable to be put into liquidation;

ii. a receiver, statutory manager or offi cial manager is appointed over any of its assets; or

iii. a resolution is passed or an application is made for its liquidation.

“Due Date” means the date notifi ed by Farmlands by which the Amount Due must be paid and if no date is specifi ed, the 20th day of the month following the relevant purchase or transaction.

“Farmlands” means Farmlands Co-operative Society Limited.

“Farmlands Card” means any debit card, credit card or discount card (however branded) issued by Farmlands that is linked and debited to the Account (including, for the avoidance of doubt, a Card Partner Card).

“Guarantor” means a guarantor of a Shareholder signing any guarantee in favour of Farmlands.

“Goods” means any goods (including equipment) or services supplied or hired by Farmlands or any of its Related Entities to the Shareholder (including any goods or services purchased using a Farmlands Card or any Card Partner Card) and recorded to the Account or invoice.

“PIN” means the confi dential personal identifi cation numbers for use with a Farmlands Card.

“PPSA” means the Personal Property Securities Act 1999.

“Related Entity” has the meaning set out in section 2(3) of the Companies Act 1993, but read as if the word company in that section includes an industrial and provident society.

“Shareholder” means a person recorded in Farmlands’ share register as a shareholder/member (or, in the case of an Account provided to a person who is not a Farmlands shareholder/member, the Account holder).

“Statement” means Farmlands’ monthly business record of Account transactions

“Terms” means these Farmlands Co-operative Society Limited Terms & Conditions, as amended from time to time, and any additional terms recorded on Farmlands’ invoices or despatch notes.

Account Payments

1. The Shareholder shall pay the Amount Due to Farmlands by the relevant Due Date.

2. The Amount Due may include:

a. GST and any other taxes, duties and levies payable in respect of the Goods at the invoice date; and

b. any increase in the cost of the Goods (including any change in currency rates affecting the cost of production or supply) before the date of supply.

3. Payment of the Amount Due shall be made in full without deduction, set off, counter claim or any other legal or equitable claim.

4. Farmlands may apply any payment:

a. received from or on behalf of the Shareholder; or

b. due by Farmlands to the Shareholder or any of its Related Entities,

in reduction of the Amount Due as Farmlands thinks fi t and may apportion payments as it thinks fi t to preserve any purchase money or security interest it has in the Goods.

Risk and Security Interest

5. Risk of any loss, damage or deterioration to Goods passes to the Shareholder on supply.

6. Goods are deemed to be supplied on the earlier of:

a. despatch from Farmlands’ premises;

b. despatch or supply from the Farmlands supplier or Card Partner if supplied directly to the Shareholder; and

c. the invoice date.

7. Ownership of Goods remains with Farmlands and does not pass to the Shareholder until the Shareholder pays the Amount Due and has satisfi ed all its other obligations to Farmlands.

8. Until payment of the Amount Due the Shareholder shall insure Goods for their full insurable value.

9. The Shareholder grants a security interest in all Goods and all present and after-acquired property of the Shareholder to Farmlands as security for payment of the Goods, and for any other amounts from time to time owing by the Shareholder to Farmlands, and for the performance by the Shareholder of all the Shareholder’s other obligations to Farmlands.

10. While ownership of Goods remains with Farmlands:

a. the Shareholder shall store the Goods separately, not mix them, and clearly identify them as belonging to Farmlands. If any Goods are stored in breach of this clause or cannot be clearly identifi ed, Farmlands may select which goods it has security over;

b. Farmlands authorises the Shareholder in the ordinary course of the Shareholder’s business to use the Goods or sell them for full consideration, subject to clause 14. This authority is revoked when:

i. a Default Event occurs; or

ii. Farmlands notifi es the Shareholder that the authority is revoked; and

c. the Shareholder shall advise Farmlands immediately:

i. if a Default Event occurs; or

ii. of any other act, matter or thing (including action by any of the Shareholder’s creditors) which could affect Farmlands’ security interest in the Goods.

11. The Shareholder grants Farmlands an irrevocable licence to take any action it considers necessary at any time without notice to protect the Goods or its security interest in the Goods (including entering the land and premises where the Goods are stored, regardless of whether or not an occupier is present, and removing them). To the extent permitted by law, Farmlands shall not be responsible for any damage caused by such action.

12. Farmlands may resell any of the Goods and apply the proceeds of sale in reduction of the Amount Due.

13. The Shareholder agrees to promptly do anything that Farmlands reasonably requires, to ensure Farmlands has a fi rst ranking perfected security interest in all of the Goods (and any proceeds).

535 Wairakei RoadPO Box 271, Christchurch 8140New ZealandFreephone: 0800 200 600Email: farmlands@farmlands.co.nz www.farmlands.co.nz

Farmlands Co-operative Society LimitedPage 15 | FFC AP-CMPTRST — MARCH 2018

Terms and Conditions — continued

14. If the Shareholder resells, uses or otherwise deals with Goods before ownership in the Goods has passed to the Shareholder, the proceeds of such shall be received and held by the Shareholder (in whatever form) in trust for both the Shareholder and Farmlands. Farmlands’ interest as benefi ciary under that trust shall be equal to the Amount Due. The balance proceeds (if any) shall be the Shareholder’s benefi cial interest under that trust.

Contracting out of the PPSA

15. The Shareholder waives its right to receive a copy of any verifi cation statement under the PPSA.

16. The Shareholder:

a. shall not grant any other security interest in Goods without Farmlands’ prior written consent;

b. waives, contracts out of and agrees that nothing in sections 114(1)(a), 116, 120(2), 121, 125, 127, 129, 131, 133 and 134 of the PPSA shall apply to these Terms; and

c. shall pay all costs, expenses and other charges incurred by Farmlands in relation to:

i. the fi ling of a fi nancing statement or fi nancing change statement; and

ii. any disputes or negotiations with third parties claiming an interest in Goods.

Claims and Liability Limitation

17. The Shareholder and Card Signatory acknowledge that any advice, information or recommendation given by Farmlands is given in good faith and based on the information provided by the Shareholder or Card Signatory but that the decision to order, use or hire Goods or to follow a recommendation is the Shareholder’s or Card Signatory’s decision alone.

18. To the extent permitted by law, Farmlands:

a. excludes all recommendations, warranties, descriptions, representations and conditions in relation to Goods, whether expressed or implied by law, trade, custom or otherwise and whether relating to fi tness, merchantability, suitability for purpose, or otherwise and all specifi c conditions even though such conditions may be known to Farmlands;

b. shall not be responsible for any loss or liability caused by failure or refusal to supply Goods or defective supply of Goods, or any occurrences beyond Farmlands’ control where a Farmlands Card is unable to be used; and

c. excludes all liability to the Shareholder and any third party, whether in tort, contract, equity or otherwise, for any loss or liability whatsoever, (including recommendations, seed pre-mixed with fertiliser; seed description, growth, parity, productiveness, resultant crop; agrichemical and chemical application), whether direct, indirect, special or consequential except where it results from Farmlands’ proven negligence.

19. If Farmlands is ever liable to the Shareholder or any third party (whether in negligence or otherwise) and, for any reason whatsoever, cannot rely on the exclusion of liability set out in clause 18, the maximum amount Farmlands will have to pay the Shareholder and the third party combined in respect of the Goods is limited to $5,000,000. This limitation applies to the extent permitted by law, whatever the Shareholder or third party is claiming for and however liability arises or might arise if not for this clause.

20. If the Shareholder acquires Goods for business purposes the Consumer Guarantees Act 1993 does not apply to the Goods. Farmlands does not contract out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act.

21. Farmlands may, at its complete discretion, replace or give credit for Goods not supplied, incorrectly recorded or established to be defective.

22. Any invoice from Farmlands or that Farmlands receives from a Card Partner shall be conclusive proof that a transaction occurred (unless Farmlands accepts there has been a manifest error or if the Farmlands Card has been lost or stolen and this has been notifi ed to and acknowledged in writing by Farmlands in accordance with clause 24.h).

23. If the Shareholder on-sells the Goods it shall be a term of the new sale contract that the Consumer Guarantees Act 1993 does not apply if the Goods are being acquired for business purposes.

Farmlands Cards

24. Each Card Signatory acknowledges that all Farmlands Cards are owned by Farmlands and remain its sole property at all times. Each Card Signatory must:

a. immediately sign the Farmlands Card when it is received and not use the Farmlands Card until it is signed;

b. not use the Shareholder Account number as a PIN;

c. keep PINs secure;

d. not allow others to use the Farmlands Card or PINs, or be party to any negotiation for direct “cash” discounts with a Card Partner;

e. present the Farmlands Card to Farmlands or the Card Partner when purchasing Goods to be charged to the Account or Farmlands Card;

f. ensure that the listed retail price has been charged;

g. ensure credit that is due from a Card Partner is passed in favour of Farmlands for the Shareholder;

h. notify Farmlands immediately if the Farmlands Card is lost or stolen or a PIN disclosed. Farmlands shall not be liable for any unauthorised use of the Farmlands Card (except where it results from Farmlands’ fraud or negligence) until Farmlands has given written acknowledgement of this notifi cation; and

i. return or destroy the Farmlands Card when required to do so by Farmlands, or if the Account is closed. Such notice may be given orally and is deemed to be given when a notice is posted to the Card Signatory’s Address for Service and would have been received in the ordinary course by post. The Shareholder and Card Signatory acknowledge that any use of the Farmlands Card after notice to

return or destroy it is fraudulent.

25. The Card Signatory shall be jointly and severally liable with the Shareholder to pay for all Goods purchased with a Farmlands Card.

Card Partners and Card Partner Cards

26. The Shareholder is responsible for:

a. ensuring that the Authorised Person complies with the terms and conditions of the Card Partner Card and with these Terms; and

b. any use of the Card Partner Card (whether authorised or not).

27. Farmlands does not guarantee a continuing relationship with any Card Partner or supplier of Goods.

Claims and Disputes

28. Farmlands has a complaints policy for dealing with any claims or disputes relating to an invoice, Statement or Goods or any matter relating to these Terms. A copy of the policy is available on request.

29. Farmlands shall not be responsible for:

a. any dispute between a Shareholder and a:

i. Card Signatory;

ii. Authorised Person;

iii. Card Partner;

iv. Card Signatory and Card Partner; or

v. Authorised Person and Card Partner;

b. any dispute between a Card Signatory and a Card Partner;

c. the actions of any Card Partner;

d. any credit due by a Card Partner to a Shareholder, Authorised Person or Card Signatory until notifi cation of such credit is received from the Card Partner; or

e. any losses caused where a Card Partner Card is unable to be used.

30. The Shareholder, Card Signatory and Authorised Person each agree not to join Farmlands as a party to any claim involving a Card Partner and expressly agree that any breach of this term is a Default Event.

Default Events

31. If a Default Event occurs, Farmlands may at its sole discretion (without prejudice to its other rights and remedies):

a. suspend or terminate any Account;

b. require immediate payment of the Amount Due and all other money owing to Farmlands notwithstanding that those amounts are not yet due;

c. charge interest at the rate of 24% per annum (or such other rate as Farmlands notifi es from time to time) in respect of the Amount Due. Such interest shall accrue on a daily basis from the Due Date until payment in full;

d. reverse any discounts or credit rebates recorded on the Account invoices and statements;

e. debit any other account the Shareholder may have to pay the Amount Due;

f. terminate the shareholding of the Shareholder and credit the Shareholder’s shares to pay the Amount Due;

g. make demand on the Card Signatory; and

h. require the Shareholder and the Card Signatory to pay for all:

i. Farmlands Card and Account transaction fees set by Farmlands from time to time;

ii. administration collection costs;

iii. legal costs of Farmlands as between solicitor and client; and

iv. collection commissions,

incurred as a consequence of a Default Event or incurred by Farmlands taking possession of any Goods supplied, recovering monies howsoever owing by the Shareholder or exercising, enforcing or attempting to enforce any of its rights or protecting any of its interests, under or in connection with these Terms.

Information Use

32. The Shareholder, Card Signatory and Guarantor agree that any personal information provided to, obtained by or retained by Farmlands about them (including personal information about their directors or trustees) may be held and used for any of the following purposes:

a. determining eligibility for credit;

b. the supply and hire of Goods;

c. enforcing debt and legal obligations under these Terms;

d. undertaking initial and ongoing customer due diligence (including verifi cation of identity) in accordance with the AML/CFT Act; and

e. the marketing of goods and services including emails and market research by Farmlands, a Card Partner or any other Farmlands supplier.

33. Each Shareholder, Card Signatory and Guarantor authorises Farmlands to:

a. use any personal information for the purposes in clause 32;

b. provide any personal information (along with details of any dealings between the Shareholder, Card Signatory, Guarantor and Farmlands) to any third party; and

c. obtain any information about the Shareholder, Card Signatory or Guarantor (including personal information about their directors or trustees) from any other source for Farmlands’ business with the Shareholder, Card Signatory and Guarantor.

34. Each Shareholder, Card Signatory and Guarantor understands that Farmlands will ask them for personal information about themselves so as to use credit reporting

Farmlands Co-operative Society LimitedPage 16 | FFC AP-CMPTRST — MARCH 2018

services (such as Veda’s credit reporting services) to credit check them. They each understand that:

a. the credit reporter (eg Veda) will give Farmlands information about them for that purpose;

b. Farmlands will give their personal information to the credit reporter and the credit reporter will hold that information on their systems and use it to provide their reporting service;

c. when the credit reporter’s other customers use its credit reporting service, that credit reporter may give the information to those customers;

d. Farmlands may use the credit reporter’s credit reporting services in the future for purposes related to the provision of credit to each of them. This may include using the credit reporter’s monitoring services to receive updates if any of the information held about them changes;

e. if they default in their payment obligations to Farmlands, information about that default may be given to credit reporters (eg Veda) and credit reporters may give information about that default to their other customers.

35. Each Shareholder, Card Signatory and Guarantor understands that Farmlands will ask them for personal information about themselves so as to use electronic customer due diligence services to verify their identity and conduct any other customer due diligence required under the AML/CFT Act using an electronic source operated by an independent third party. They each understand that:

a. the third party will give Farmlands information about them for that purpose;

b. Farmlands will give their personal information to the third party and the third party may hold that information on their systems and use it to provide their electronic customer due diligence services to other persons;

c. Farmlands may use the third party’s electronic customer due diligence services in the future. This may include using the third party’s monitoring services to receive updates if any of the information held about them changes; and

d. Farmlands due diligence obligations under the AML/CFT Act extend to the benefi cial owners of each Shareholder, Card Signatory and Guarantor and to any person acting on behalf of a Shareholder, Card Signatory or Guarantor. The Shareholder, Card Signatory or Guarantor represent that they have obtained the consent of all such people for Farmlands to carry out due diligence on them also, as contemplated by these Terms and Conditions.

36. The Shareholder, Card Signatory and Guarantor must promptly notify Farmlands of any change in circumstances that may affect the accuracy of the information provided by them to Farmlands.

Assignment/Cancellation

37. No Shareholder, Card Signatory or Guarantor may assign any of its rights or obligations under these Terms without Farmlands’ prior written consent.

38. Any:

a. change in the ownership or effective control of a Shareholder, Card Signatory or Guarantor;

b. sale or transfer of a Shareholder’s, Card Signatory’s or Guarantor’s business; or

c. material change in the nature of a Shareholder’s, Card Signatory’s or Guarantor’s business

shall be deemed to be an assignment requiring Farmlands’ consent under clause 37.

39. Farmlands shall be entitled to:

a. assign to any other person all or part of the Amount Due and the assignee shall have the same rights in relation to the Amount Due as Farmlands had before the assignment; and

b. cancel all or any part of the Shareholders’ Account or these Terms at any time with or without prior notice. Any such cancellation shall be without prejudice to Farmlands’ rights and remedies including, but not limited to, those which may arise from any breach or non-compliance by the Shareholder.

40. The Card Signatory may cancel its Farmlands Card at any time by:

a. advising Farmlands that it wishes to cancel its Farmlands Card;

b. paying the Amount Due and any other money owing to Farmlands; and

c. surrendering all Farmlands Cards to Farmlands.

Such cancellation will be effective only on Farmlands’ written acknowledgement of the cancellation.

41. The Shareholder may close its Account at any time by giving notice in writing to Farmlands that the Account is to be closed and repaying the Amount Due and any other money owing to Farmlands.

42. The Card Signatory and Shareholder remain liable for the Amount Due, all Farmlands Card and Card Partner Card use, and all invoices debited to the Account where Farmlands has not acknowledged in writing receipt of the Shareholders’ instructions to close the Account.

Other Terms

43. If there is any inconsistency between these Terms and any order submitted by the Shareholder, or any other arrangement between the parties, these Terms shall prevail unless otherwise agreed in writing by the parties.

Waiver

44. If at any time Farmlands does not enforce any right or obligation under these Terms, or grants the Shareholder time or other indulgence, Farmlands shall not be construed as having waived the right or obligation or its right to later enforce the right or obligation under these Terms.

Terms Separately Binding

45. Each clause of these Terms is separately binding. If any clause is void, unenforceable or otherwise ineffective by operation of New Zealand law the

remaining clauses shall continue to be valid and enforceable.

Changing these Terms

46. Farmlands may add, change or remove clauses in these Terms at any time without obtaining the consent of the Shareholder or Card Signatory.

47. Farmlands may advise when changes to these Terms are to take effect by notice to the Shareholder’s Address for Service.

48. As a result of changes to these Terms the Card Signatory, Shareholder or Guarantor may cancel its Farmlands Card following the procedure set out in clause 40.

49. By signing the Application or guarantee, using the Account, Farmlands Card, or being a member of Farmlands, the Shareholder, Guarantor and Card Signatory each acknowledge that these Terms and Farmlands’ current Rules apply to the Account.

50. A copy of the current Terms can be obtained from Farmlands at its Address for Service or viewed online or downloaded from www.farmlands.co.nz.

Sending Bills and Notices and Serving Documents

51. The Shareholder, Card Signatory and Guarantor agree that any:

a. invoice, statement, notice or newsletter is deemed to be received 4 days after it has been sent by Farmlands;

b. fax is deemed to be received on confi rmation of transmission;

c. document is deemed to be served and received on the date of delivery; and

d. email is deemed to be received 1 day after it has been sent.

52. Any Shareholder, Card Signatory or Guarantor must give Farmlands not less than 21 days prior written notice at Farmlands’ Address for Service (addressed to the Credit Manager):

a. of any proposed change in its name; or

b. if its Address for Service, contact phone number or email address will be changed.

Returns

53. Where Farmlands at its discretion allows the Shareholder to return Goods (not defective or non-complying), Farmlands reserves the right to charge a return fee in addition to any delivery costs.

54. The Shareholder and Card Signatory each acknowledge the following Goods cannot be returned in any circumstance:

a. seed; and

b. part containers of product;

or any similar products and such other Goods as may be notifi ed from time to time and recorded in any Farmlands Returns policy.

Legal Forum

55. These Terms are subject to, governed by and interpreted in accordance with New Zealand law, and the parties shall submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute in relation to these Terms.

Hire of Goods

56. The Card Signatory and Shareholder acknowledge that any Goods hired were in good order and condition at the commencement of the hire.

57. The hire period is the period of hire agreed between the parties and recorded on the invoice. The Shareholder shall take proper care of the Goods, use the Goods in the manner in which they were designed to be used and return the Goods in good order and condition.

58. Goods must be returned by the time and date indicated by Farmlands.

59. A quoted hire fee does not include delivery and removal charges unless Farmlands agrees otherwise.

60. The Shareholder shall pay as invoiced for:

a. the cost of hiring Goods for the hire period;

b. any loss or damage to the Goods (however arising);

c. any delivery or removal costs;

d. any excess use charges for excess use of Goods;

e. any cleaning costs incurred by Farmlands to return the Goods to their original condition; and

f. default charges for late return of Goods or late payment. Farmlands is entitled to charge extra on a day by day basis for any Goods not returned on time. Goods that are not returned by the time specifi ed shall be deemed to have been returned the following day.

61. The Shareholder authorises Farmlands to bring any vehicle on to the place where the Goods are to be used to deliver the Goods or to remove the Goods for whatever reason.

62. The Shareholder indemnifi es Farmlands against:

a. any cost, claim, loss, liability, damage, expense incurred or action commenced against Farmlands directly or indirectly arising from Farmlands delivering or removing the Goods under clause 61; or

b. any claim made by any person arising directly or indirectly out of the Shareholders’ or Card Signatory’s use or possession of the Goods.

Overall Discretion

63. Farmlands may at any time in its discretion and without giving notice:

a. refuse further credit to the Shareholder; or

b. close any Account.

Terms and Conditions — continued

Farmlands Co-operative Society LimitedPage 17 | FFC AP-CMPTRST — MARCH 2018

535 Wairakei RoadPO Box 271, Christchurch 8140New ZealandFreephone: 0800 200 600Email: farmlands@farmlands.co.nz www.farmlands.co.nz

Farmlands Co-operative Society LimitedDisclosure Statement

Terms and Conditions

Initial disclosure statement under section 17 of the Credit Contracts and Consumer Finance Act 2003 for revolving credit contracts.

IMPORTANT – This document sets out the key information about the contract between us relating to the use of your Farmlands Card and your Farmlands Account. You should read it thoroughly. If you do not understand anything in this document, you should seek independent advice. You should keep this disclosure statement and a copy of the contract in a safe place.

If the contract between us is a “consumer credit contract” (as that term is defi ned in the Credit Contracts and Consumer Finance Act 2003) the law gives you a limited right to cancel the contract. See below for further details of your right to cancel. Note that strict time limits apply.

FULL NAME AND ADDRESS OF CREDITOR

Farmlands Co-operative Society Limited is the person providing you with credit.

You may send notices to us by:

• writing to us at our postal address; or

• sending an email to the address specifi ed.

Name: Farmlands Co-operative Society Limited

Physical address: 535 Wairakei Road Burnside, Christchurch 8053, New Zealand

Postal address: PO Box 271 Christchurch 8140 New Zealand

Email: farmlands@farmlands.co.nz

CONTINUING DISCLOSURE

Continuing disclosure statements

We will provide you with regular statements. The statements will give you information about your Account (e.g. any interest or fees charged during the statement period) and the amount and timing of your next payment. Statements will be provided monthly.

INITIAL UNPAID BALANCE

This is the amount that you will owe us if your application for a Farmlands Account is accepted (including any fees charged by us).

$200 being part of the cost of your 500 shares in Farmlands Co-operative Society Limited, which you have chosen to charge to your Account and will be charged to your fi rst monthly statement. The remaining $300 will be charged as $100 to each of your next three monthly statements, unless paid in full on application.

PAYMENTS

Minimum payment

You must pay the entire unpaid balance as at the end of each statement period.

When payments are due

Payments must be made monthly, on the 20th of the month following purchase.

CREDIT DETAILS

Interest free period

We will not charge interest from the date you make a purchase until the 20th of the month following that purchase. Default interest will begin to accrue after the 20th of the month following purchase as set out below.

FEES AND CHARGES

The following credit fees and charges (which are not included in the initial unpaid balance) are, or may become, payable under, or in connection with, your contract. The contract allows us to vary these fees and charges.

Annual Fee – $15.00 (plus GST) for each of the fi rst two Cards per Account, additional cards are free.

Secondary Account Annual Fee – $15.00 (plus GST) for each of the fi rst two Cards per Account, additional cards are free.

Credit Card Surcharge – If you elect to pay your monthly Account with a credit card, a surcharge of 1% of the payment amount is payable.

WHAT COULD HAPPEN IF YOU FAIL TO MEET YOUR COMMITMENTS

Security interestWe retain ownership of any goods purchased using your Card or your Farmlands Account until you have met all of your commitments under the contract. This is a security interest in the goods in terms of the Personal Property Securities Act 1999. If you fail to meet your commitments under the contract, we may be entitled to repossess and sell those goods. If we exercise our rights under the security, you would still remain liable to us for any additional amounts exceeding the proceeds of sale from the repossessed goods. If you give anyone else a security over goods we own without our consent, you would be in breach of the contract and we may be entitled to repossess the goods and take any other action set out in the contract.

Default interest charges and default fees

You must pay default interest charges in the event of a default in payment and while the default continues. The default interest rate is 24% per annum. Default interest charges are calculated by multiplying the unpaid daily balance at the end of the day by a daily default interest rate. The daily default interest rate is calculated by dividing the default interest rate by 365. Default interest is charged to your Account monthly.

Default fees

In the event you breach the contract between us, or on the enforcement of the contract, the following default fees are payable. The contract allows us to vary these fees and charges.

• The cost of collection.

• All legal fees incurred by us in the event of legal action becoming necessary.

Page 1 | FFC DS — AUGUST 2017Farmlands Co-operative Society LimitedFarmlands Co-operative Society LimitedPage 18 | FFC AP-CMPTRST — MARCH 2018

Terms and Conditions — continued

RIGHT TO CANCEL

You are entitled to cancel the revolving credit contract by giving notice to the creditor.

Time limits for cancellation

You must give notice that you intend to cancel the contract within 5 working days of the date you receive this document if it is given to you in person, within 7 working days of it being sent if it is emailed to you, or within 9 working days of it being sent if it is posted to you.

Saturdays, Sundays, and national public holidays are not counted as working days.

How to cancel

To cancel, you must give the creditor written notice that you intend to cancel the contract by—

• giving notice to the creditor or an employee or agent of the creditor; or

• posting the notice to the creditor or an agent of the creditor; or

• emailing the notice to the creditor’s email address (if specifi ed on the front of this disclosure statement); or

• sending the notice to the creditor’s fax number (if specifi ed on the front of this disclosure statement).

You must also pay the cash price of the property or services (or the balance of the cash price after deducting any amount you have already paid) within 15 working days of the day you give the cancellation notice.

What you may have to pay if you cancel

If you cancel the contract, the creditor can charge you the amount of any reasonable expenses the creditor had to pay in connection with the contract and its cancellation (including legal fees and fees for credit reports, etc).

If you cancel the contract, the creditor can also charge you interest for the period from the day you received the advance until the day you repay the advance.

WHAT TO DO IF YOU SUFFER UNFORSEEN HARDSHIP

If you are unable reasonably to keep up your payments or other obligations because of illness, injury, loss of employment, the end of a relationship, or other reasonable cause, you may be able to apply to the creditor for a hardship variation.

To apply for a hardship variation, you need to:

(a) make an application in writing; and

(b) explain your reason(s) for the application; and

(c) request a postponement of the dates on which payments are due under the contract (specify the period for which you want this to apply); and

(d) give the application to the creditor.

Do this as soon as possible. If you leave it for too long, the creditor may not have to consider your application.

DISPUTE RESOLUTION

Name of dispute resolution scheme: Financial Dispute Resolution

It is free to make a complaint to this independent dispute resolution scheme. This scheme can help you to resolve any disagreements you have with the creditor.

Contact details of dispute resolution scheme:

Phone: 0508 337 337

Website: http://www.fdr.org.nz/

Business address: Level 9, 109 Featherston Street, Wellington 6011

REGISTRATION OF FINANCIAL SERVICE PROVIDER REGISTER

Creditor registration name: Farmlands Co-operative Society LimitedRegistration number: FSP42842

Page 2 | FFC DS — AUGUST 2017Farmlands Co-operative Society LimitedFarmlands Co-operative Society LimitedPage 19 | FFC AP-CMPTRST — MARCH 2018

This document is a replacement product disclosure statement, replacing the previous replacement product disclosure statement dated 15 June 2017 issued by Farmlands Co-operative Society Limited.

This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on www.business.govt.nz/disclose. Farmlands Co-operative Society Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a � nancial adviser to help you to make an investment decision.

PRODUCTDISCLOSURESTATEMENTFor an offer of shares in Farmlands Co-operative Society LimitedDated 7th November 2017

Page 1 | FFC PDS — November 2017Farmlands Co-operative Society Limited

WHAT IS THIS?

This is an offer of ordinary shares (“Shares”) in Farmlands Co-operative Society Limited (“Farmlands”). Shares give you a stake in the ownership of Farmlands. You could receive a return refl ecting the performance of Farmlands through rebates or other distributions declared by the Board.

If Farmlands runs into fi nancial diffi culties and is wound up, you will be paid only after all creditors have been paid. You may lose some or all of your investment.

ABOUT THE FARMLANDS GROUP

Farmlands, together with its subsidiaries (“Farmlands Group”), is a rural supplies and services co-operative within New Zealand. The Farmlands Group offers a wide range of products and services through its retail stores, charge card partners, a national fuel distribution network, nutrition solutions and grain and seed product offerings.

Farmlands is a society registered under the Industrial and Provident Societies Act 1908.

PURPOSE OF THIS OFFER

Shares will only be issued to persons who qualify for membership in Farmlands in accordance with Farmlands’ rules (“Rules”). In order to become a member of Farmlands (“Shareholder”) you must purchase at least 500 Shares.

The purpose of this offer is to enable the issue of:

a) initial Shares to enable persons to become Shareholders; and

b) distributions or rebates to Shareholders in the form of additional Shares, up to the current maximum shareholding of 15,000 Shares per Shareholder (or otherwise as determined by the Board from time to time).

Farmlands will use the proceeds of the offer for the general corporate purposes of the Farmlands Group rather than for a specifi c activity.

535 Wairakei RoadPO Box 271, Christchurch 8140New ZealandFreephone: 0800 200 600Email: farmlands@farmlands.co.nz www.farmlands.co.nz

Farmlands Co-operative Society LimitedProduct Disclosure Statement

1.0 KEY INFORMATION SUMMARY

Key terms of the offer

Brief description of the Shares The Shares being offered are ordinary shares in Farmlands.

Each Share has a nominal value of $1.00. Farmlands only has one class of share on issue.

Each Share confers on its holder the right to vote, receive rebates and distributions authorised by the Board and to share in the distribution of the surplus assets of Farmlands in accordance with the Rules. The Shares may only be surrendered in certain circumstances.

Price of the Shares $1.00 per Share (being the nominal value specifi ed in the Rules).

Under the Rules, the nominal value of the Shares can be changed by the Board from time to time provided that the change is authorised by an ordinary resolution of Shareholders.

Date offer of Shares opens 3 December 2016

Date offer of Shares closes This is a continuous offer of Shares. The offer therefore has no closing date but the Board is not obliged to accept applications and can decide to cease or suspend offering Shares at any time.

Shareholding Requirements In order to become a Shareholder, you must make a minimum investment of $500.00 (being 500 Shares) (“Initial Subscription”).

You will only be issued Shares if, in the opinion of the Board, you will be a Transacting Shareholder.

As this is a continuous offer of Shares, there is no minimum number of Shares that must be subscribed for by Shareholders collectively before the Shares are issued.

Page 2 | FFC PDS — November 2017Farmlands Co-operative Society Limited

Key terms of the offer cont.

Maximum Shareholding The maximum number of Shares that a Shareholder may hold is 15,000. The maximum number or value of Shares that may be held by a Shareholder is as determined by the Board from time to time in accordance with the Rules.

Liability of shareholders to make further payments in relation to the Shares after issue

The Initial Subscription is $500.00 which is payable, at your election, either:

a) as a charge on your Farmlands Account, with the full $500 to be charged to your fi rst monthly statement; or

b) as a charge on your Farmlands Account, with $200.00 to be charged to your fi rst monthly statement and $100.00 to each of your next three monthly statements.

No votes attach to the Shares until they are paid up (see section 5 on page 10 under the heading ‘Rights and Entitlements’ for an example).

1.0 KEY INFORMATION SUMMARY CONT.

Rebates and other distributions Under the Rules the Board has the power to declare rebates or other forms of distributions which may be made, in whole or part, in cash, Shares or any other form determined by the Board. In this section, a reference to a rebate includes other forms of distribution such as additional Shares.

You could receive a return refl ecting the performance of Farmlands through rebates or other distributions declared by the Board, including:

a) monthly discounts or rebates on purchases of goods and services from Farmlands and certain third party suppliers with whom Farmlands has discount or rebate arrangements (“Monthly Rebates”); and/or

b) a proportion of the profi ts of Farmlands (which may be paid in cash, credit or additional Shares) which are generally paid annually but may be paid more or less frequently (“Annual Rebates”). Shareholders do not have the right to require payment in cash or credit if the Board determines to issue additional Shares. Annual Rebates may be calculated by reference to the number, value or volume of, or the profi t derived by Farmlands from transactions by Shareholders or through Farmlands and/or the number of Shares you hold.

Surrender or transfer of Shares See section below entitled ‘How can you get your money out’ for a description of how Shares may be surrendered or transferred.

HOW YOU CAN GET YOUR MONEY OUT?

Farmlands does not intend to quote these Shares on a market licensed in New Zealand and there is no other established market for trading them. This means that you may not be able to sell your Shares.

In general, persons investing in shares in an industrial and provident society do so in order to transact with the society and to be entitled to rebates based on their trading with the society, rather than to obtain capital gains in the value of the shares. Holders of Shares are unlikely to be able to transfer or surrender their Shares for more than the nominal value of $1.00 per Share.

Subject to restrictions in the Rules, you may:

a) sell or transfer your Shares to any person who is, or will become, a Transacting Shareholder of Farmlands; or

b) withdraw from Farmlands membership and surrender your Shares.

The general method of disposing of Shares is to surrender your Shares to Farmlands if you have ceased to be a Transacting Shareholder. In addition, Farmlands can require you to surrender your Shares in certain circumstances including if you:

a) have ceased to be a Transacting Shareholder (as a result of ceasing to trade with Farmlands for the period set out in the Rules);

b) are in default of an obligation to Farmlands or one of its related companies (including an obligation to pay money); or

c) if the surrender is otherwise considered to be in the best interests of Farmlands.

KEY DRIVERS OF RETURNS

Your returns are calculated based on your levels of trading with Farmlands in various product or service categories, rather than the number or value of Shares you hold.

The principal activities of the Farmlands Group, and therefore the activities likely to have the most impact on its fi nancial performance, are the supply of and provision of rural products and services in New Zealand.

Maintaining and increasing market share in the rural products and services industry is therefore a key driver of returns for Farmlands and its subsidiaries.

Section 2 (Farmlands Group and what it does) on page 6 outlines the key drivers of returns in more detail, along with the key strategies and plans for these aspects of the business.

Page 3 | FFC PDS — November 2017Farmlands Co-operative Society Limited

1.0 KEY INFORMATION SUMMARY CONT.

KEY RISKS AFFECTING THIS INVESTMENT

Farmlands considers that the most signifi cant risk factors that could affect the returns received from holding the Shares are:

• Levels of Trade: Entitlements to Monthly Rebates depend on your levels of trade with Farmlands and the type of products and services you buy. You will only receive Monthly Rebates for products or services in a relevant category that you buy during that month that are paid for by the due date for payment.

• Profi ts and Retentions: Annual Rebates are only payable out of profi ts after any retention for the ongoing business of Farmlands at the discretion of the Board and in accordance with the Rules. There is no guarantee that an Annual Rebate will be paid in any year.

• Rural Industry Downturn – Farmlands may be affected by a downturn in the rural industry, or any part of it, which may reduce the fi nancial performance of the Farmlands Group.

• Capital/Funding Constraints – As an industrial and provident society, Farmlands has greater limitations on its ability to raise equity capital to invest in large projects or initiatives. As a result, Farmlands would likely need to rely on raising debt fi nance if it intended to make such an investment, and would therefore be more dependent on the availability of debt fi nance at the relevant time.

This summary does not cover all of the risks of investing in the Shares. You should also read section 7 (Risks to Farmlands Group’s Business and Plans) on page 11.

WHERE YOU CAN FIND FARMLANDS GROUP’S FINANCIAL INFORMATION

The fi nancial position and performance of the Farmlands Group is essential to the assessment of this offer. You should also read section 6 (Farmlands Group’s Financial Information) on page 11.

TABLE OF CONTENTS

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.................................................................................. 9

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............................................... 11

.................................. 11

.......................................................................................................... 12

................................................... 12

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1.0 Key Information Summary

Letter from the Chairman of Farmlands

2.0 Farmlands Group and what it does

3.0 Purpose of the Offer

4.0 Terms of the Offer

5.0 Key features of the Shares

6.0 Farmlands Group’s Financial Information

7.0 Risks to Farmlands Group’s Business and Plans

8.0 Tax

9.0 Where you can fi nd more information

10.0 How to Apply

11.0 Contact Information

12.0 Glossary

Page 4 | FFC PDS — November 2017Farmlands Co-operative Society Limited

LETTER FROM THE CHAIRMAN OF FARMLANDS

On behalf of the Farmlands Board, thank you for your interest in subscribing for shares in Farmlands.

The Farmlands Group is New Zealand’s largest rural supplies co-operative, offering a wide range of products, services and solutions to our large shareholder base. We service our shareholders through our network of 82 stores, in addition to a mobile fl eet of technical experts.

We have dedicated teams that help our shareholders with decisions regarding Grain and Seed, Real Estate, Fuel and Lubricants, Horticulture and Nutrition. Our retail offering brings competitive pricing to rural New Zealand across every facet of rural supplies, while our Farmlands Card provides access to a network of partners and is a charge card accepted at more than 7,000 outlets nationwide. The Farmlands Card gives our shareholders the power to consolidate their spend into one simple monthly statement, bringing simplicity to their accounting.

By subscribing for shares in Farmlands and purchasing products and services from us, you will become a Transacting Shareholder of Farmlands. This enables you to receive rebates on your transactions through Farmlands, in addition to rebates or discounts on some of your purchases made with Farmlands Card Partners.

This Product Disclosure Statement provides an overview of the Farmlands Group and additional details of the shares. Please read this information carefully and contact the Farmlands team or your own professional advisors if you have any questions.

Farmlands was born in rural New Zealand and we are dedicated to seeing our part of New Zealand succeed. As a Transacting Shareholder, you will become part of one of New Zealand’s most prominent buying groups.

On behalf of the Board, I appreciate your expression of interest in our business and look forward to welcoming you to Farmlands.

Lachie JohnstoneChairmanFarmlands Co-operative Society Limited

Page 5 | FFC PDS — November 2017Farmlands Co-operative Society Limited

2.0 FARMLANDS GROUP AND WHAT IT DOES

FARMLANDS GROUP AND ITS OPERATIONS

The Farmlands Group is a rural supplies and services co-operative that operates retail stores and a charge card business within New Zealand. Farmlands Co-operative Society Limited (“Farmlands”) is the parent entity of the Farmlands Group. Other activities are undertaken through the subsidiaries identifi ed below.

In addition to its retail and charge card operations, Farmlands also operates Fuel and Lubricants, Grain and Seed, Nutrition and Real Estate business units.

Farmlands is a society registered under the Industrial and Provident Societies Act 1908. It has carried on business since 1964, through a number of mergers and changes of name, the most recent being the amalgamation of Farmlands Trading Society Limited and Combined Rural Traders Society Limited on 1 March 2013.

As at the date of this PDS, Farmlands’ wholly owned subsidiary companies are:

• Farmlands Finance Limited;

• Farmlands Fuel Limited, which operates a fuel distribution network throughout New Zealand and distributes Gulf oils and lubricants;

• Farmlands Real Estate Limited, which primarily deals with the sale of rural land;

• Farmlands Real Estate Property Management Limited; and

• CRT Limited (non-trading).

The trading entity structure is as follows:

Farmlands has committed to a major transformation project at an estimated cost of $90 million over three years. This includes the replacement of legacy IT systems and scalable enhancements that will provide signifi cantly improved information to better manage the business and deliver material benefi ts. Total business benefi ts are estimated at $112 million over fi ve years which include savings in legacy system costs of $28 million over that period. Funding can be obtained within existing banking arrangements and Farmlands has balance sheet capacity for investment to enhance its offerings to Shareholders.

KEY ASPECTS OF FARMLANDS BUSINESS OPERATIONS

Farmlands considers that the following current and future aspects of the Farmlands Group’s business to have the most impact on the fi nancial performance of the business. The key strategies and plans for these aspects of the business are also included.

Current and future aspects of Farmlands’ business that impact fi nancial performance

Volume of SalesFarmlands ability to maintain and grow sales volumes or current and new products and services with its existing customers and new customers is a key driver of revenue and profi tability for the Farmlands Group.

Success requires us to respond quickly to challenges, and requires us to be market leaders in agricultural knowledge and technical expertise on-farm. Our front line and fi eld teams are critical to our success and we continue to invest in their training and knowledge base to ensure they have access to the latest information.

Farmlands has a diverse range of agricultural products and services which it offers to Shareholders across a wide agricultural base.

Key strategies and plans

Product MixCertain Farmlands products achieve higher levels of profi tability than other Farmlands products. The mix of products offered to, and selected by, Farmlands customers is a key driver of the Farmlands Group’s profi tability.

Farmlands manages its balance sheet closely to ensure that it is robust enough that any one-off market shock can be absorbed.

Industry RiskFarmlands has a high concentration of business activity in primary industries. As a result, a national event affecting agriculture (such as a foot and mouth outbreak) could lead to material reduction in trade and signifi cantly affect the profi tability of the Farmlands Group.

Farmlands Co-operative Society

Farmlands FuelLimited

Farmlands FinanceLimited

Farmlands Real EstateLimited

Farmlands Real EstateProperty Management

Page 6 | FFC PDS — November 2017Farmlands Co-operative Society Limited

2.0 FARMLANDS GROUP AND WHAT IT DOES CONT.

DIRECTORS AND SENIOR MANAGERS

Following the conclusion of the annual general meeting held on the date of this PDS, the directors of Farmlands are:

• Lachlan Johnstone (Lachie) Chairman;

• Nicole Davies-Colley (Nikki);

• David Ferraby (Joe);

• Robert Hewett (Rob);

• David Jensen;

• Christopher Dennison (Chris);

• Peter Wilson;

• Julie Bohnenn;

• Warren Parker; and

• Murray Donald.

ACQUIRED BUSINESSES

As at the date of this PDS, no member of the Farmlands Group has acquired any business, or has become a subsidiary of Farmlands, or intends to acquire a business or acquire equity securities to result in a body corporate becoming a subsidiary of Farmlands, during the period since 30 June 2015 where fi nancial information about the business or subsidiary is material information.

SUBSTANTIAL SHAREHOLDERS AND RELEVANT INTERESTS HELD BY DIRECTORS AND SENIOR MANAGERS

No shareholder in Farmlands holds a relevant interest in 5% or more of the shares on issue in Farmlands, nor will do so after the issue of the Shares under this offer.

All Shares held by Farmlands’ directors or senior managers have been acquired by the directors or senior managers in their capacity as Transacting Shareholders of Farmlands. Such shareholding details are not material information.

OTHER EQUITY SECURITIES IN FARMLANDS

The Shares are the only class of equity security of Farmlands.

Director remuneration and benefi ts

The total remuneration and value of other benefi ts received by each director of Farmlands for the fi nancial year ended 30 June 2017 are as follows:

The members of Farmlands Leadership Team (each a “senior manager”) are:

• Peter Reidie – Chief Executive Offi cer;

• Antony van der Hoorn (Tony) – Chief Financial Offi cer;

• Andrew Horsbrugh - Director of Agri Products and Services;

• Jessica Strange (Jess) – Director of Marketing;

• Ruth Knewstubb - Director of People and Safety;

• Colm Hamrogue – Director of Strategy and Communications;

• Matt McGrath – Acting Director of Technology;

• Jaimie McNabb – General Manager Card;

• Mark McHardy – General Manager Fuel;

• Malcolm Scrymgeour (Mal) – General Manager Operations; and

• Neal Shaw – General Manager Sales.

* Julie Bohnenn was appointed on 1 August 2017 to fi ll the vacancy arising from the retirement of South Island independent director Craig Boyce on 16 January 2017. Murray Donald was elected to fi ll the

vacancy arising from the retirement of South Island Shareholder Director Don McFarlane on 7 November 2017. Warren Parker was elected to fi ll the vacancy arising from the retirement of North Island

Shareholder Director Tony O’Boyle on 7 November 2017.

No services were provided to Farmlands by any director other than in their capacity of acting as a director of Farmlands.

Donald McFarlane (Don) – retired 7 November 2017 $58,950

Director Remuneration and value of benefi ts

Lachlan Johnstone (Lachie) $123,790

David Ferraby (Joe) $58,950

Nicole Davies-Colley (Nikki) $64,165

David Jensen $58,950

John Foley – retired 1 November 2016 $19,864

Craig Boyce – retired 16 January 2017 $32,082

Anthony O’Boyle (Tony) – retired 7 November 2017 $58,950

Robert Hewett (Rob) $58,950

Peter Wilson $64,165

Christopher (Chris) Dennison $39,086

Page 7 | FFC PDS — November 2017Farmlands Co-operative Society Limited

2.0 FARMLANDS GROUP AND WHAT IT DOES CONT.

EMPLOYEE REMUNERATION OVER $100,000 PER ANNUM

There were 153 employees (or former employees) of Farmlands, not being directors of Farmlands, who during the fi nancial year ended 30 June 2017, received remuneration and other benefi ts in their capacity as employees of Farmlands that in value was or exceeded $100,000.

The table below sets out the number of such employees or former employees in brackets of $10,000:

1 Number ofemployees

Remuneration and value of benefi ts

$350,000 - $360,000 1

$340,000 - $350,000 1

$470,000 - $480,000 1

$380,000 - $390,000 1

$570,000 - $580,000 1

$530,000 - $540,000 1

$1,100,000 - $1,110,000 1

1

$110,000 - $120,000 25

Number ofemployees

37

$130,000 - $140,000 13

$120,000 - $130,000 15

$150,000 - $160,000 11

$140,000 - $150,000 10

Remuneration and value of benefi ts

$170,000 - $180,000 4

$160,000 - $170,000 5

$180,000 - $190,000 4

$100,000 - $110,000

1 Number ofemployees

Remuneration and value of benefi ts

$190,000 - $200,000 1

$210,000 - $220,000 6

$200,000 - $210,000 5

$220,000 - $230,000 1

$240,000 - $250,000 4

$290,000 - $300,000 1

$280,000 - $290,000 2

$320,000 - $330,000 1

$300,000 - $310,000 1

MATERIAL INTERESTS IN FARMLANDS (OR ANY OF ITS SUBSIDIARIES)

No directors and senior managers (or their associated persons) have a direct or indirect material interest in Farmlands or any of its subsidiaries, or in any agreement entered into on behalf of or in respect of Farmlands or any of its subsidiaries that is material to that director and Farmlands:

OTHER MATERIAL GOVERNANCE DISCLOSURES

The minimum number of directors of Farmlands is six and the maximum number is ten.

The Rules set out that up to a maximum of eight directors shall be appointed or elected to represent shareholders (“Shareholder Directors”) who reside in regions as follows:

a) a maximum of four Shareholder Directors shall be appointed to represent Shareholders who reside in regions within the North Island; and

b) a maximum of four Shareholder Directors shall be appointed to represent Shareholders who reside in regions within the South Island.

The Board may determine that each of the North Island and the South Island shall be divided into separate areas (each a “Region”) and that shareholders in each Region have the right to elect one or more Shareholder Directors. Shareholders are only entitled to vote for Shareholder Directors in relation to the Region in which they reside.

In addition, provided that there is no more than:

a) three elected Shareholder Directors representing shareholders in the North Island, then one Shareholder Director may be appointed by the Board to represent Regions in the North Island; and

b) three elected Shareholder Directors representing shareholders in the South Island, then one Shareholder Director may be appointed by the Board to represent Regions in the South Island.

Any such Board appointed Shareholder Directors will hold offi ce until the next annual general meeting, where their continued appointment is subject to ratifi cation by an ordinary resolution of shareholders resident in the relevant Island. Such Board appointments may not be contested.

All Shareholder Directors (whether appointed by the Shareholders or the Board) are required to be Transacting Shareholders of Farmlands, and must have been Transacting Shareholders of Farmlands during the three years preceding the date of their nomination or re-election (as the case may be).

The Board may also appoint up to two independent directors from time to time, provided that one must reside in the North Island and the other must reside in the South Island.

Page 8 | FFC PDS — November 2017Farmlands Co-operative Society Limited

3.0 PURPOSE OF THE OFFER

The purpose of this offer is to enable the issue of:

a) initial Shares to enable persons to become Shareholders; and

b) distributions or rebates to members in the form of additional Shares, up to the current maximum shareholding of 15,000 Shares per Shareholder (or otherwise as determined by the Board from time to time).

The purpose of this offer of Shares is not therefore to raise capital for Farmlands, but as a mechanism for membership. Farmlands will use the proceeds of the offer for the general corporate purposes of the Farmlands Group rather than for a specifi c activity. The use of the funds raised will not change depending on the total amount that is raised.

4.0 TERMS OF THE OFFER

The terms of issue and rights and powers attaching to the Shares are set out in Part B of the Rules. The Rules are available for download at the online Register of Financial Products at www.business.govt.nz/disclose.

Returns potentially payable on the Shares are discussed in section 5 of this document (Key Features of the Shares) on page 10.

Terms of the offer

Brief description of the Shares The Shares being offered are ordinary shares (being ordinary nominal value shares in Farmlands).

See section 1 (Key Information Summary) on page 2 for more information.

Price of the Shares $1.00 per Share (being the nominal value specifi ed in the Rules).

Under the Rules, the nominal value of the Shares can be changed by the Board from time to time provided that the change is authorised by an ordinary resolution of Shareholders.

Date offer of Shares opens 3 December 2016

Date offer of Shares closes This is a continuous offer of Shares. The offer therefore has no closing date but the Board is not obliged to accept applications and can decide to cease or suspend offering Shares at any time.

Shareholding Requirements See section 1 (Key Information Summary) on page 2.

Maximum Shareholding See section 1 (Key Information Summary) on page 3.

Liability of shareholders to make further payments in relation to the Shares after issue

See section 1 (Key Information Summary) on page 3.

Rebates and other distributions See section 1 (Key Information Summary) on page 3.

Surrender or transfer of Shares See section 1 (Key Information Summary) on page 3 and section 5 (Key Features of the Shares) on page 10.

Page 9 | FFC PDS — November 2017Farmlands Co-operative Society Limited

5.0 KEY FEATURES OF THE SHARES

ISSUE AND PAYMENT

The minimum initial subscription of Shares in Farmlands is 500 shares, with an aggregate value of $500 (“Initial Subscription”).

The Initial Subscription of $500.00 is payable, at your election, either:

a) as a charge on your Farmlands Account, with the full $500.00 to be charged to your fi rst monthly statement; or

b) as a charge on your Farmlands Account, with $200.00 to be charged to your fi rst monthly statement and $100.00 to each of your next three monthly statements.

Key features of the Shares are also included in section 4 (Terms of the Offer) on page 9.

RIGHTS AND ENTITLEMENTS

In addition to the key terms applying to the Shares set out in section 1 (Key Information Summary) and section 4 (Terms of Offer), the Shares have the following rights attached to them:

a) the right to receive notices of, attend and speak at, meetings of shareholders of Farmlands;

b) the right to one vote per shareholder on any shareholder resolution by a show of hands or voice vote;

c) the right to one vote per share on a poll at a shareholders’ meeting on any resolution or postal vote, subject to the specifi c voting provisions in the Rules in relation to the election of Farmlands directors by area rather than by all Shareholders as a group. See page 8 under the heading “Other material governance disclosures” for further details;

d) the right to receive rebates or distributions (which may be paid in cash, credit or additional Shares as determined by the Board). Shareholders do not have the right to require payment in cash or credit if the Board determines to issue additional Shares; and

e) the right to a share in the distribution of the surplus assets of Farmlands in accordance with the rules.

Votes attach to the Shares as they are paid up. By way of example, if you have paid $200 for your Shares, you will have paid up and therefore be entitled to vote on 200 Shares. You will not be entitled to vote on any resolution at a shareholders meeting unless you are a Transacting Shareholder (as defi ned in the Rules).

The terms of issue and rights and powers attaching to the Shares are set out in Part B of the Rules. The Rules are available for download at the online Register of Financial Products at www.business.govt.nz/disclose.

SURRENDER

The general method of disposing of Shares is to surrender your Shares to Farmlands.

Farmlands can require you to surrender your Shares in certain circumstances including if you:

a) have ceased to be a Transacting Shareholder (as a result of ceasing to trade with Farmlands for the period set out in the Rules);

b) are in default of an obligation to Farmlands or one of its related companies (including an obligation to pay money); or

c) if the surrender is otherwise considered to be in the best interests of Farmlands.

You may request the surrender of your Shares in certain circumstances, including:

a) if you cease to be a Transacting Shareholder; or

b) on your death, when your personal representative may request a surrender of your Shares,

and such request must be accepted by the Board unless it considers the surrender would not be in the best interests of Farmlands.

The consideration for the surrender of your Shares is the lesser of:

a) the nominal value of the Shares on the date that the surrender takes effect;

b) the amount paid up for the Shares;

c) if the terms of issue include a procedure for determining the consideration on surrender, the amount determined in accordance with those terms; or

d) an amount agreed upon between you and the Board,

less any amount you owe to Farmlands or any of its related companies on any account whatsoever.

Where Farmlands has required the surrender of the Shares, the consideration must be paid within three months. If Farmlands has accepted a surrender request, the consideration can either be paid in one sum or in instalments, provided that the full consideration must be paid within 5 years.

Further information on the process for the surrender of Shares is set out in clauses 46 to 50 of the Rules. The Rules are available for download at the online Register of Financial Products at www.business.govt.nz/disclose.

DIVIDENDS

In practice, Farmlands does not ordinarily pay dividends in respect of the Shares. However rebates may be paid as further described in Section 1 (“Key Information Summary”) on page 2 under the heading “What is this?”

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6.0 FARMLANDS GROUP’S FINANCIAL INFORMATION

Key fi nancial information about the Farmlands Group, including relevant full fi nancial statements are available on the offer register at www.business.govt.nz/disclose. If you do not understand this fi nancial information, you can seek advice from a fi nancial adviser or accountant.

SELECTED FINANCIAL INFORMATION

The offer register contains a table outlining selected fi nancial information for the most recent Financial Year of the Farmlands Group as well as the two preceding Financial Years.

The selected fi nancial information included in the table comprises:

7.0 RISKS TO FARMLANDS GROUP’S BUSINESS AND PLANS

This section contains a description of the circumstances that Farmlands is aware of that exist, or are likely to arise, that signifi cantly increase the risk to Farmlands Group’s fi nancial position, fi nancial performance or stated plans.

SPECIFIC RISKS RELATING TO FARMLANDS GROUP’S FINANCIAL PERFORMANCE

New Zealand Rural Industry

Description of risk Sales levels of Farmlands products and services are affected by the economic condition of the New Zealand rural industry as well as weather conditions.

Assessment of nature, likelihood and potential magnitude of risk

Economic factors that could result in lower sales of Farmlands products and services include a downturn in the New Zealand rural industry resulting from reduced commodity prices.

In addition extreme weather conditions could drive lower demand for Farmlands products and services.

A reduction in demand for Farmlands goods and services may materially reduce the fi nancial performance of Farmlands.

Capital/Funding Constraints

Description of risk As an Industrial and Provident Society, Farmlands has greater limitations on its ability to raise equity capital to invest in a large projects or initiatives.

As a result, Farmlands would likely need to rely on raising debt fi nance if it intended to make such an investment, and would therefore be more dependent on the availability of debt fi nance at the relevant time.

Assessment of nature, likelihood and potential magnitude of risk

Farmlands is currently well within the limits of its current fi nancing facilities. Based on its current fi nancial position and the existing economic conditions, Farmlands does not anticipate diffi culties funding its continuing operations.

• Revenues

• Profi t before tax and rebates

• Rebates

• Profi t after tax and rebates

• Total assets

• Cash and cash equivalents

• Total liabilities

• Total debt

• Net cash fl ows from operating activities

FULL FINANCIAL STATEMENTS

The offer register contains full audited fi nancial statements of the Farmlands Group for the most recent fi nancial year of the Farmlands Group as well as the two preceding fi nancial years.

Product Failure/Negligence

Description of risk Farmlands operates in an industry in which it provides advice and products to the agricultural community, which can include advice and recommendations on chemicals and other potentially hazardous products.

Accordingly, there is a risk that Farmlands could be liable for the failure of products supplied, including as a result incorrect product usage, negligent advice or faulty product.

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7.0 RISKS TO FARMLANDS GROUP’S BUSINESS AND PLANS CONT.

Product Failure/Negligence

Assessment of nature, likelihood and potential magnitude of risk

Farmlands has a variety of policies and procedures in place to minimise product failure risk. These include:

• providing ongoing training and support to employees, both in terms of product specifi cations and application, and general agricultural knowledge;

• managing complaints and concerns raised by customers and Shareholders to ensure that any issues that are identifi ed are promptly remedied; and

• as a fall back, maintaining a comprehensive portfolio of insurance policies, including liability insurances, to protect the Farmlands Group from unforeseen circumstances such as product failure.

GENERAL RISKS

Other more general risks which may affect Farmlands Group’s fi nancial performance include:

• a general downturn in economic and business conditions;

• decreases in consumer demand or changes in consumer habits;

• changes in tax rates or regimes;

• changes in timing and amount of Farmlands’ forecast capital expenditure;

• a new competitor entering the markets in which Farmland’ operates, or a competitor substantially increasing their market share;

• changes in the regulatory environment which could affect the market in which Farmlands operates.

8.0 TAX

Tax law is complex and changes frequently. Taxation could have a signifi cant consequence for investments, including returns payable in relation to the Shares.

The information in this section is intended as general guidance only. Farmlands recommends that shareholders seek professional tax advice regarding their individual circumstances prior to investing in the Shares.

9.0 WHERE YOU CAN FIND MORE INFORMATION

Further information relating to Farmlands and the Shares (including the Rules and Farmlands’ fi nancial statements) is available free of charge on the online Register of Financial Products at www.business.govt.nz/disclose and can be obtained by request to the Registrar of Financial Service Providers.

Farmlands’ Rules may also be viewed free of charge on the Companies Offi ce website www.business.govt.nz/companies by searching for Farmlands Co-operative Society Limited under ‘Search Other Registers’ and ‘Industrial and Provident Society’. Copies may also be obtained by contacting the Companies Offi ce of the Ministry of Business, Innovation and Employment at info@companies.govt.nz or 0508 266 726. A fee may apply for this.

Information can also be inspected without fee at the registered offi ce of Farmlands, 535 Wairakei Road, Christchurch, during normal business hours by any person who so requests. Requests for copies of documents such as Farmlands’ fi nancial statements and the Rules should be made in writing to Farmlands’ Secretary at the address listed below in section 11 (Contact Information) on page 13.

10.0 HOW TO APPLY

Applications to subscribe for Shares should be made by completing the relevant shareholder application form available online at www.farmlands.co.nz. There are different forms that you need to complete depending on the entity for which you are applying.

If you are not able to access the shareholder application form online, you may contact the Farmlands Customer Care team on 0800 200 600 and they can send you a shareholder information pack.

Completed application forms can be returned to Farmlands by post or handed in to your local Farmlands store. Please see the contact information below in section 11 (Contact Information) on page 13.

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11.0 CONTACT INFORMATION

Farmlands can be contacted at:

Share RegistryFarmlands Co-operative Society Limited535 Wairakei RoadChristchurch 8140

Telephone: 0800 200 600Email: ask@farmlands.co.nz

12.0 GLOSSARY

Defi ned Term

Annual Rebates Has the meaning given in the table on page 3 under the heading “Rebates and other distributions”.

Board The board of directors of Farmlands.

In this PDS, the following defi ned terms have the meanings set out below, unless the context requires otherwise:

Defi ned Term

Farmlands Farmlands Co-operative Society Limited.

Farmlands Group Farmlands and its subsidiaries as at the date of this PDS.

Initial Subscription The minimum investment of $500 for 500 Shares required in order to become a Shareholder.

Monthly Rebates Has the meaning given in the table on page 3 under the heading “Rebates and other distributions”.

PDS This Product Disclosure Statement.

Region

Rules

The separate areas that each of the North Island and the South Island are divided into as determined by the Board under the Rules.

Shareholder A member of Farmlands.

The rules of Farmlands (as amended or replaced from time to time). You can access a copy of the current rules free of charge on the offer register at www.business.govt.nz/disclose.

Shareholder Directors The directors appointed or elected in accordance with the Rules to represent shareholders.

Shares Ordinary shares in Farmlands.

Transacting Shareholder Has the meaning given in the Rules.

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