01 May 2023

2023 General Meeting – Notice of Meeting

Attached is the Notice of Meeting and Proxy Form in respect of the General Meeting (GM) for Happy
Valley Nutrition Limited (Happy Valley) (ASX:HVM) which is being held as a virtual event on Tuesday, 16
May 2023 at 1.00pm AEST / 3.00pm NZST.

Details on how to participate in the GM are outlined in the Notice of Meeting and in the Online Meeting
Guide. These documents are available at investors.hvn.co.nz/gm.

Authorised for release by the Board of Happy Valley Nutrition Limited.

For further information, please contact:

Kevin Bush, Executive Chairman: +61 (0) 422 048 496

Page 1 of 1
Happy Valley Nutrition Limited
Company Number: 5952532
NZBN: 9429042287346
ARBN: 636 597 101

Notice of General Meeting

Tuesday, 16 May 2023, at 1.00 pm AEST / 3.00 pm NZST
Participation in the general meeting
A General Meeting (GM or Meeting) of Happy Valley Nutrition Limited (Happy Valley or the
Company) will be held on Tuesday, 16 May 2023 commencing at 1.00 pm (AEST) / 3.00 pm
(NZST).

Shareholders can participate in the GM in the following ways:

Before the GM

Ask a question or make a

GM Notice of Meeting
Access online at investors.hvn.co.nz/gm
Request a hard copy of the Notice of
Meeting by phone +61 1300 554 474 or email
registrars@linkmarketservices.com.au
Vote or appoint proxy
comment
Return the hard copy Proxy Form or Submit questions or comments
vote online at online at
investorcentre.linkgroup.com investorcentre.linkgroup.com
To be valid, your proxy appointment by 5.00 pm AEST on Wednesday,
must be received by 1.00 pm AEST / 10 May 2023
3.00 pm NZST on Sunday, 14 May
2023

At the GM

Ask a question or make a

Join online
• Enter
meetings.linkgroup.com/HVMEGM23
into a web browser
• Enter your name, phone number, email
and company name (if applicable) and
select ‘Continue’ to register
• If you are a shareholder, enter your
SRN/HIN and postcode
• If you are a proxy, enter the code that Link
will email to you 12 hours before the GM
Vote online
Only Shareholders, proxyholders,
body corporate representatives or
attorneys can vote.
• Once you have registered via the
portal, your voting card will appear
on your screen
• Voting will open at the start of the
GM
• Select ‘Get a Voting Card’ to vote
comment online
Only Shareholders, proxyholders,
body corporate representatives or
attorneys can ask questions or
make comments.
• Click on the ‘Ask a Question’
box at the top or the bottom of
the webpage
• Select the Resolution to which
your question relates from the
‘Regarding’ menu and type your
question or comment
• Questions or comments will be
read aloud to the GM

Please refer to the Online Meeting Guide at investors.hvn.co.nz/gm for further details about
attending via the online portal.
If you need assistance, please call +61 1800 990 363

If you would like to receive a printed copy of this Notice or any future Notices, please contact the
Share Registry on +61 1300 554 474.

Page | 2
 Chair’s message
01 May 2023

Dear Happy Valley Shareholder,

On behalf of the Board, I am pleased to invite you to attend a general meeting of Happy Valley
Nutrition Limited, which will be held on Tuesday 16 May 2023 commencing at 1.00 pm AEST / 3.00
pm NZST as an audio webcast.

The meeting has been convened for the purpose of seeking Shareholder approval for three
resolutions, two of which are in relation to the placement detailed in the Company’s announcement
to the ASX on 03 April 2023 and one for the grant of options to myself as part of my remuneration.

You can participate in the GM through the online platform at

meetings.linkgroup.com/HVMEGM23. Details on how to join online are set out in the attached
Notice of Meeting and in the Online Meeting Guide which are available on our website at
investors.hvn.co.nz/gm.

Please read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the
Proxy Form and consider how to vote on each resolution related to the items of business of the
GM. Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Happy
Valley recommend that Shareholders vote in favour of all resolutions.

Shareholders will have the opportunity to submit questions or make comments prior to the GM or
during the GM, and details of how to do this is outlined in the attached Notice of Meeting.

Thank you for your support of Happy Valley.

Yours sincerely,

Kevin Bush
Chair

Page | 3
Notice of General Meeting
Notice is hereby given that a General Meeting (GM or Meeting) of Shareholders of Happy Valley
Nutrition Limited (Happy Valley or the Company) will be held as a virtual-only event on Tuesday, 16
May 2023 at 1.00 pm (AEST) / 3.00 pm (NZST). Shareholders can participate in the Meeting via the
online platform at meetings.linkgroup.com/HVMEGM23.

The Explanatory Memorandum accompanying this Notice provides additional information on matters
to be considered at the Meeting. The Explanatory Memorandum, Voting Procedures and the Proxy
Form comprise part of this Notice.

Items of business
__________________________________________________________________________________

Item 1: Ratification and approval of prior issue of Shares under the Placement

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and
approve the prior issue and allotment by the Company of 13,425,000 Shares at A$0.04 per Share under
the Placement, on the terms and conditions set out in the Explanatory Memorandum accompanying
the Notice of Meeting."

Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).

Item 2: Approval of issue of Shares to Non-Executive Director Mr Randolph van der Burgh’s
nominee entity, Casburgh Financial Services Limited, under the Placement

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve
the issue by the Company of 2,500,000 Shares at A$0.04 per Share to Non-Executive Director Mr
Randolph van der Burgh’s nominee entity, Casburgh Financial Services Limited, under the Placement,
on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice of
Meeting.”

Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).

Item 3: Approval for the grant of Options to Non-Executive Chairman Mr Kevin Bush

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the
grant and issue of 10,000,000 Options to Mr Kevin Bush, the Non-Executive Chairman of the Company,
and the subsequent issue of Shares on the exercise of such Options, on the terms and conditions set
out in the Explanatory Memorandum accompanying the Notice of Meeting.”

Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).

Page | 4
Voting Procedures
All resolutions will be by poll
_________________________________________________________________________
In accordance with clause 15.7 of the Company’s Constitution (Constitution), the Chair intends to
demand a poll on each of the resolutions proposed at the Meeting. Each resolution considered at
the Meeting will therefore be conducted by a poll. The Chair considers voting by poll to be in the
interest of Shareholders as a whole and is a way to ensure the views of as many Shareholders as
possible are represented at the Meeting.

Entitlement to vote
_________________________________________________________________________
The Directors have determined that the persons eligible to vote at the Meeting are those who are
registered Shareholders of the Company as at 7.00 pm AEST / 9.00 pm NZST on Sunday, 14 May 2023
(Entitlement Time).

This means that if you are not the registered holder of a Share in the Company at the Entitlement
Time, you will not be entitled to vote at the Meeting.

How to vote – before the GM

_________________________________________________________________________
Appointment of proxy

A Shareholder who is entitled to vote at this Meeting is entitled to appoint not more than two proxies
to vote in place of the Shareholder.

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of
votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy
may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds
that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any
fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s
proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy
at the Meeting. The representative should bring to the Meeting evidence of his or her appointment,
including any authority under which the appointment is signed, unless it has previously been given to
the Company.

Subject to any specific proxy provisions outlined in the Explanatory Memorandum:

- if a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy
determines; and

- if a Shareholder appoints the Chair of the Meeting as proxy and does not direct the Chair
how to vote on an item of business, the Chair will vote in accordance with his voting
intention as stated in this Notice of Meeting.

Page | 5
Submitting your Proxy Form

To be valid, a Proxy Form must be received by the Company in the manner set out in this Notice.

The Chair’s decision on the validity of a vote cast by a proxy or vote cast in person, is conclusive and
the Company reserves the right to declare invalid any Proxy From not received in this manner.

For your proxy vote prior to the GM to be effective, your completed, signed and lodged Proxy Form
(together with the relevant original power of attorney or a certified copy if the proxy is signed by an
attorney must be received by the Company’s Share Registry, Link Market Services, no later than 1.00
pm AEST / 3.00 pm NZST on Sunday, 14 May 2023 (Proxy Deadline). After this time, you will still be
able to lodge your vote during the GM by using the online platform during the Meeting.

Proxy forms may be submitted in one of the following ways:

Online: Via the Company’s Share Registry at investorcentre.linkgroup.com. You will

need your Securityholder Reference Number (SRN) or Holding Identification
Number (HIN) and postcode for your shareholding.

Mobile device: Using a mobile device by scanning the QR code on the back of the Proxy Form.
You will also need your SRN or HIN and postcode for your shareholding.

By post: Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235. Please
allow sufficient time so that it reaches Link Market Services Limited by the Proxy
Deadline.

By fax: (02) 9287 0309 (within Australia), +61 2 9287 0309 (from outside Australia).

By hand delivery: Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000.

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

Power of Attorney

A proxy appointment and the original power of attorney (if any) under which the proxy appointment
is signed (or a certified copy of that power of attorney or other authority) must be received by the
Company no later than the Proxy Deadline.

How to vote – during the GM

_________________________________________________________________________
Using the Online Platform

Shareholders can vote directly using the online platform (meetings.linkgroup.com/HVMEGM23) at

any time between the commencement of the GM (1.00 pm AEST / 3.00 pm NZST on Tuesday, 16
May 2023) and the closure of voting as announced by the Chair during the GM.

Shareholders will be able to cast their vote using the electronic voting card received after clicking the
‘Get a Voting Card’ button. If you have more than one shareholding, continue to click on ‘Get a Voting
Card’ to receive cards for each of your holdings. Shareholders can then choose to vote at any time
during the Meeting. A change can be made to your vote at any time while voting remains open. Once
you submit your voting card, you will be unable to change it. Any cards not submitted by the close of
voting will be automatically submitted.

Page | 6
More information about how to use the online platform, including how to vote and ask questions
online during the GM, is available in the Online Meeting Guide, which has been lodged with the ASX
and is available at our website at investors.hvn.co.nz/egm. If you intend to use the online platform,
we recommend that you check to ensure the online platform works on your device before the GM.

Proxy voting by the Chair

_________________________________________________________________________
The Chair intends to vote all undirected proxies in favour of the resolutions in the Notice of Meeting.

Questions or comments from Shareholders

_________________________________________________________________________
Before the GM

Shareholders can submit questions or make comments in advance of the GM via the share registry
website at investorcentre.linkgroup.com.

To allow time to collate questions and prepare answers, please submit any questions or comments by
5.00 pm AEST on Wednesday, 10 May 2023.

Questions will be collated, and the Chair will seek to address as many of the more frequently raised
topics as possible during the GM. Please note that individual responses will not be sent to
Shareholders.

During the GM

Shareholders will be able to submit and ask questions or comments at any time during the Meeting.

BY ORDER OF THE BOARD

Leanne Ralph
Company Secretary
01 May 2023

Page | 7
 Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company
in relation to the business to be conducted at the Company’s GM to be held on Tuesday, 16 May 2023.

The purpose of this Explanatory Memorandum is to provide Shareholders with sufficient information to
enable a reasonable person to understand the effect of the Resolutions proposed by the notice of
meeting.

Subject to the abstentions noted below in respect of each Resolution, the Board recommends that
Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available
undirected proxies in favour of each Resolution.

The Resolutions in all Items are ordinary resolutions, which require a simple majority of votes cast by
Shareholders entitled to vote on the resolution.

_________________________________________________________________________

Item 1: Ratification and approval of prior issue of Shares under the Placement
Background

As outlined in the announcement released to the market on 03 April 2023, the Company raised A$637,000 (excluding costs)
from a private placement involving the issue of 15,925,000 Shares at A$0.04 per Share to new and existing investors (the
Placement).

13,425,000 of the Shares under the Placement (the First Tranche New Shares) were issued on 03 April 2023 utilising the
Company’s existing placement capacity under ASX Listing Rule 7.1 and therefore was not subject to shareholder approval for
the purpose of that ASX Listing Rule.

The Placement included the proposed issue of 2,500,000 Shares to Non-Executive Director, Mr Randolph van de Burgh’s
nominee entity, Casburgh Financial Services Limited, amounting to A$100,000, which share issue is subject to Shareholder
approval as contemplated by the Resolution in Item 2 of the Notice.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 restricts the number of equity securities which a listed entity may issue or agree to issue in any 12 month
period, without the approval of shareholders, to 15% of the number of securities on issue at the start of the period, subject
to certain adjustments and permitted exceptions.

The issue of the First Tranche New Shares does not fit within any of these exceptions and, as it has not yet been approved
by the Company’s shareholders, it effectively uses up part of the 15% limit under ASX Listing Rule 7.1 reducing the Company’s
capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the date of issue of the First Tranche New Shares.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been
made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does
not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

If Shareholders approve the prior issue of the First Tranche New Shares pursuant to the Resolution in Item 1, the Company
will have the flexibility to issue further equity securities up to the 15% limit over the next 12 month period without having to
obtain shareholder approval for such issues under ASX Listing Rule 7.1 because the First Tranche New Shares will not be
counted for the purposes of the 15% limit set out in ASX Listing Rule 7.1.

To this end, the Resolution in Item 1 seeks shareholder ratification and approval for the issue by the Company of the First
Tranche New Shares under and for the purposes of ASX Listing Rule 7.4.

Page | 8
If the Resolution in Item 1 is approved, the issue of the First Tranche New Shares will be excluded in calculating the
company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without
shareholder approval over the 12 month period following the date of issue of the First Tranche New Shares.

If Resolution in Item 1 is not approved, the issue of the First Tranche New Shares will be included in calculating the
company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without
shareholder approval over the 12 month period following the date of issue of the First Tranche New Shares.

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5:

(a) The number of securities issued: 13,425,000 Shares.

(b) Issue price: A$0.04 per Share.

(c) Terms of the Shares: New fully paid ordinary shares, ranking equally in all respects with the Company’s existing
Shares on issue as at 03 April 2023.

(d) Allottees: The First Tranche New Shares were allotted and issued to new and existing institutional investors
determined in conjunction with the Company’s advisers as part of a capital raising process, comprising
sophisticated investors, none of whom are a related party of the Company or a party listed in paragraph 7.4 of
Guidance Note 21 other than Spinite Pty Ltd, who is a substantial holder of the Company who participated in the
Placement and received 1.18% of the share capital of the Company (prior to the Placement), under the Placement.
The list of other participants in the Placement were:

Outsight Pty Ltd

Nathan Sinclair
Chris Steenkamp
Gary Dugan
Michael Chu
Robert Webb
Tim McKosker
James Kibble
Louis Eggar

(e) Purpose of issue and intended use of funds raised: The funds raised from the Placement have and will be used by
the Company for working capital requirements as outlined in the ASX announcement released on 03 April 2023,
including ASX listing expenses, consultancy fees, employment expenses and office expenses.

Voting Exclusion

The Company will disregard any votes cast on the Resolution in Item 1 by or on behalf of a person who participated in the
issue of the First Tranche New Shares under the Placement, are a party to the agreements being ratified by the Resolution
in Item 1, and/or any associate of those persons.

However, this does not apply to a vote cast in favour of this resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions
given to the proxy or attorney to vote on these resolutions in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with
a direction given to the Chair to vote on this resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:

- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and
is not an associate of a person excluded from voting on the resolution; and

- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in
that way.

Board recommendation

The Board recommends that Shareholders vote FOR the Resolution in Item 1.

Page | 9
Item 2: Approval of issue of Shares to Non-Executive Director Mr Randolph van der Burgh’s
nominee entity, Casburgh Financial Services Limited, under the Placement
Background
As noted in the Explanatory Memorandum for Item 1, the Placement included the proposed issue of 2,500,000 Shares to
Non-Executive Director, Mr Randolph van de Burgh’s nominee entity, Casburgh Financial Services Limited (the Second
Tranche Subscriber), amounting to A$100,000 (the Second Tranche New Shares), which share issue is subject to Shareholder
approval as contemplated by the Resolution in this Item 2.

The Second Tranche New Shares, if approved by Shareholders, will be issued to the Second Tranche Subscriber on the same
terms as the First Tranche New Shares.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must
not issue or agree to issue equity securities to without the approval of shareholders:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+)
holder in the company/trust;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+)
holder in the company and who has nominated a director to the board of the company pursuant to a relevant
agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to
10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders.

The issue of the Second Tranche New Shares falls within ASX Listing Rule 10.11.1 and does not fall within any of the
exceptions in ASX Listing Rule 10.12. Therefore shareholder approval under ASX Listing Rule 10.11 must be received before
the Company can issue the Second Tranche New Shares to the Second Tranche Subscriber.

To this end, the Resolution in Item 2 seeks the required shareholder approval for the issue by the Company of the Second
Tranche New Shares under and for the purposes of Listing Rule 10.11.

If the Resolution in Item 2 is approved, the Company will be able to proceed with the issue of the Second Tranche New Shares
to the Second Tranche Subscriber as part of the Placement, and such issue will not count towards the Company’s capacity to
issue equity securities under ASX Listing Rule 7.1, by virtue of Exception 14 of ASX Listing Rule 7.2 (which excludes an issue
of securities approved under ASX Listing Rule 10.11).

If the Resolution in Item 2 is not approved, the Company will not be able to proceed with the issue of the Second Tranche
New Shares to the Second Tranche Subscriber and the Company will not receive any funds as consideration for this proposed
issue of the Second Tranche New Shares. The total proceeds of the Placement will therefore decrease by the amount of the
proposed subscription by the Second Tranche Subscriber, amounting to A$100,000.

The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

(a) Allottee name and category in ASX Listing Rule 10.11: The Second Tranche Subscriber (Casburgh Financial Services
Limited) is an entity owned and controlled by the Company’s Non-Executive Director, Mr Randolph van der Burgh.

(b) The number of securities to be issued: 2,500,000 Shares.

(c) The date of issue: If the Resolution in Item 2 is approved, the Second Tranche New Shares are expected to be issued
shortly after the Meeting, and in any case, the Second Tranche New Shares will be issued within one month after the
date of the Meeting.

(d) Issue price: A$0.04 per Share, which is the same issue price for the First Tranche New Shares.

(e) Terms of the Shares: Fully paid new ordinary shares, issued on the same terms as, and ranking equally in all respects
with, the Company’s existing Shares on issue as at their date of issue.

Page | 10
(f) Purpose of issue and intended use of funds raised: The Company intends to use the proceeds from the Second
Tranche New Shares for working capital requirements as outlined in the ASX announcement released on 03 April
2023, including ASX listing expenses, consultancy fees, employment expenses and office expenses.

Voting Exclusion

The Company will disregard any votes cast on the Resolution in Item 2 by or on behalf of the Second Tranche Subscriber,
Mr Randolph van der Burgh, any person who will obtain a material benefit as a result of the issue of the Second Tranche
New Shares (except a benefit solely by reason of being a holder of those Shares) and/or any associate of those persons.

However, this does not apply to a vote cast in favour of this resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions
given to the proxy or attorney to vote on these resolutions in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with
a direction given to the Chair to vote on this resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:

- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and
is not an associate of a person excluded from voting on the resolution; and

- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in
that way.

Board recommendation

The Board, with Mr van der Burgh abstaining, recommends that Shareholders vote FOR the Resolution in Item 2.

Item 3: Approval for the grant of Options to Non-Executive Chairman Mr Kevin Bush
Background and ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that the Company must not permit any of the following persons to acquire equity securities
under an employee incentive scheme without the approval of shareholders:

• 10.14.1 a director of the company;

• 10.14.2 an associate of a director of the company; or

• 10.14.3 a person whose relationship with the company or a person referred to in ASX Listing Rule 10.14.1 or
10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders.

The issue of the Options falls within ASX Listing Rule 10.14.1 and therefore requires the approval the Company’s shareholders
under ASX Listing Rule 10.14.

To this end, the Resolution in Item 3 seeks the required shareholder approval for the issue by the Company of the Options
under and for the purposes of Listing Rule 10.14.

If the Resolution in Item 3 is approved, the Company will be able to proceed with the grant of 10,000,000 Options to Mr Bush
under and for the purposes of ASX Listing Rule 10.14. The grant will not be counted towards the Company’s placement
capacity under ASX Listing Rule 7.1 by virtue of Exception 14 of ASX Listing Rule 7.2 (which excludes an issue of securities
approved under ASX Listing Rule 10.14).

If the Resolution in Item 3 is not approved, the Company will not be able to proceed with the grant of 10,000,000 Options to
Mr Bush. This may impact the Company’s ability to incentivise Mr Bush and to align his interests with those of Shareholders
and the Board may need to consider alternative remuneration arrangements, including potentially a cash payment, to
appropriately remunerate and incentivise Mr Bush.

As the Options are to be issued under the Company’s Employee Share Option Plan (Plan), the terms and conditions of the
Plan govern the Options to be issued to Mr Bush. A copy of the Plan is available on the Company website and a summary of
the key terms of the Plan are in Appendix 1 to this Notice.

Page | 11
Details of Option grant to Mr Bush, Non-Executive Chair

Mr Bush is the Non-Executive Chair of the Company, such that he falls under ASX Listing Rule 10.14.1.

The Board (excluding Mr Bush) has proposed that 10,000,000 Options be granted to Mr Bush as part of his remuneration in
accordance with the terms and conditions of the Plan. An Option as the mode of incentive was chosen because the option
terms are aligned with the existing shareholder milestone options and aligns management incentives with shareholder
returns.

It is proposed that Mr Bush be granted a total of 10,000,000 Options, with each Option exercisable into a Share upon vesting
at an exercise price of A$0.10 per Option (Exercise Price).

Mr Bush’s current remuneration comprises the following components:

• Consulting fee, including any statutory superannuation of A$160,000 per annum;

• Director fee, including any statutory superannuation of A$80,000 per annum (currently on hold until 30 June 2023);
and

• A bonus of A$250,000 to be paid upon the construction of the Project being fully funded (with either equity or debt),
paid at the time of financial close, in cash, priced at the 60 day VWAP from the date of issue.

Basis on which Options Vest

The Options are subject to the following vesting conditions, with vesting of the Options to occur at the earlier of achieving one
of the following:

a. The Project being fully funded for construction; and/or

b. The Company achieves EBITDA of A$2.0 million; and/or

c. Mr Bush remains with the Company in any capacity, including as an employee, consultant or chair of the board, for a
period of 24 months from 01 February 2022.

Other Terms and Conditions of the Options

Liquidity Event: In the event of a ‘Liquidity Event’ (as that term is defined in the Plan), all Options would become exercisable
and any Vesting Conditions in respect of some or all Options held by Mr Bush will be deemed to be satisfied.

Amount payable: No amount is payable for the grant of the Options.

Shares to be issued: Following satisfaction of the Vesting Conditions, upon exercise and payment of the Exercise Price by Mr
Bush, Happy Valley will cause the relevant number of Shares to be issued to Mr Bush.

i. Maximum number and class of securities proposed to be issued

10,000,000 Options.

ii. Number of Options previously issued to Mr Bush under the Plan

No Options have been previously issued to Mr Bush under the Plan.

iii. Issue date of Options

The Options will be granted to Mr Bush no earlier than immediately following this Meeting and no later than three years
after the date of this Meeting, on the conditions described in the Explanatory Memorandum.

iv. Price for each Option (and the Exercise Price for each Option that vests)

There is no payment for the grant of Options. Upon vesting of the Options, the Exercise Price per Option is A$0.10.

v. Material Terms of the Plan

The Options are subject to specific terms outlined earlier in this Explanatory Memorandum and the terms and conditions of
the Plan. A summary of the terms of the Plan is included in Appendix 1 to this Notice. A full copy of the Plan rules can be
found on the Company’s website under the Corporate Governance section.

Page | 12
vi. Terms of any loan made to Mr Bush in relation to the grant of the Options

There is no loan provided in relation to the grant of the Options to Mr Bush.

vii. Disclosure

• Details of any securities issued under the Plan will be published in the Company’s annual report relating to the period
in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule
10.14.

• Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities
under the Plan after the resolution in Item 3 is approved and who were not named in this Notice will not participate
until approval is obtained under that rule.

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution in Item 3 by or on behalf of any person referred to in
ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who are eligible to participate in the Plan, which includes Directors of the
Company and Mr Bush, and/or any associate of those persons.

However, this does not apply to a vote cast in favour of this resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on, in accordance with the directions given to the
proxy or attorney to vote on the resolution in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with
a direction given to the Chair to vote on the resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:

- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and
is not an associate of a person excluded from voting on the resolution; and

- the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in
that way.

Board recommendation

The Board, with Mr Bush abstaining, recommends that Shareholders vote FOR the Resolution in Item 3.

Page | 13
Glossary
A$ means the Australian dollar

AEST means Australian Eastern Standard Time as observed in Sydney, Australia.

GM or Meeting means the meeting convened by the Notice.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the listing rules of the ASX, as amended or replaced from time to time except to the extent of any express
written waiver by ASX.

Board means the board of directors of the Company.

Company or Happy Valley means Happy Valley Nutrition Limited (ARBN 636 597 101).

Constitution means the Company’s Constitution.

Directors means the current directors of the Company.

Entitlement Time means 7.00 pm AEST / 9.00 pm NZST on Sunday, 14 May 2023.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides
to classify as an Equity Security.

Exercise Price has the meaning given to that term in Item 3 of the Explanatory Memorandum.

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice.

First Tranche New Shares has the meaning given to that term in Item 1 of the Explanatory Memorandum.

Items means the resolutions set out in the Notice, or any one of them, as the context requires.

Notice or Notice of Meeting or Notice of General Meaning means this notice of general meaning and the explanatory memorandum
accompanying the Notice and the Proxy Form.

NZST means New Zealand Standard Time.

Option means an option to acquire a Share in the Company.

Placement has the meaning given to that term in Item 1 of the Explanatory Memorandum.

Plan has the meaning given to that term in Item 3 of the Explanatory Memorandum.

Project means the development of Five Redlands Road.

Proxy Deadline means 1.00 pm AEST / 3.00 pm NZST on Sunday, 14 May 2023.

Proxy Form means the proxy form accompanying the Notice.

Resolutions mean the resolutions set out in the Notice, or any one of them, as the context requires.

Second Tranche New Shares has the meaning given to that term in Item 2 of the Explanatory Memorandum.

Second Tranche Subscriber has the meaning given to that term in Item 2 of the Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Link Market Services Limited.

Shareholder means a holder of a Share.

Page | 14
APPENDIX 1
SUMMARY OF THE TERMS OF THE SHARE OPTION PLAN

Plan overview This Plan seeks to align interests of Eligible Participants with those of the Company by permitting the grant
of Options to allow Eligible Participants to share, subject to certain Vesting Conditions (if any), in value
appreciation of the Company.

Eligible Eligible Participant means any Contractor, Director or Employee of the Company and who is declared by
Employees the Board in its sole and absolute discretion to be eligible to receive grants of Options under this Plan
and
Once an Eligible Employee accepts an offer, they will become a Participant.
Participants

Maximum The total number of Shares that will be issued on exercise of the Options must not exceed 7% (2% in
Allocation respect of the Build Phase ESOP period and 5% in respect of the Growth Phase ESOP period) of the share
capital of the Company from time to time except to the extent that a higher percentage results from an
acquisition by the Company of its own Shares following the Options being granted.
The total number of Options that will be offered under the Plan in any 12-month period will not exceed
Options over 5% or more of the Shares as at the start of the 12-month period.

Conditions for The Board will determine prior to an Offer being made and, specify in the Offer, any Vesting Conditions
vesting and/or Performance Hurdles attaching to Options.
If any time-based Vesting Conditions attach to an Eligible Participant's Options, the time period in respect
of those Vesting Conditions will commence on the Grant Date.
Options will only vest and be exercisable if any applicable Vesting Conditions and/or any Performance
Hurdles have been satisfied, waived by the Board, or are deemed to have been satisfied under these Rules.

Issue price Unless otherwise determined by the Board, Incentives will be issued for nil consideration under the EIP on
the basis that they represent valid consideration for the Eligible Employee’s performance as an employee.

Exercise price The exercise price for Incentives is as determined by the Board at the time of issue.

Exercise The Exercise Period for Options will be three years from vesting for each tranche or as determined by the
period Board in its sole and absolute discretion.

Option Each vested Option entitles the Participant holding the Option to:
Entitlements
- subscribe for, or to be transferred, one Share on payment of the Exercise Price (if any); and
- participate in a future pro-rata issue or bonus issue of new Shares (if any) without exercising the
vested Option.

Rights and A Participant who holds Options is not entitled to:

restrictions of
- notice of, or to vote or attend at, a meeting of the Shareholders; or
Incentives
- receive any dividends declared by the Company,
unless and until the Options are exercised.

Page | 15
 Lapse Unless the Board determines otherwise in its sole and absolute discretion, Options will lapse on the earlier
of:
- the cessation of employment or office of a Participant with the Company, if any Vesting
Conditions attaching to the Options have not been satisfied by the time of cessation. The time of
cessation of employment or office is to be the time as determined by the Board in its sole and
absolute discretion;
Where the Options are forfeited:
- if the Board determines in its reasonable opinion that any applicable Vesting Conditions have
not been met and cannot be met prior to the Expiry Date;
- for vested Options, the Expiry Date; or
- for unvested Options, 5 years from the Grant Date.
Where a Participant's Options have lapsed, the Options will be cancelled and the Company will not be
liable for any damages, compensation or other amounts to the Participant in respect of the Options.

Capital Subject to any Applicable Laws, the number of Options held by a Participant under the Plan may, in the
Reconstruction sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that
the Participant does not suffer any material detriment following any variation in the share capital of the
Company arising from:
- a reduction, subdivision or consolidation of share capital;
- a reorganisation of share capital;
- a distribution of assets in specie;
- the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in
excess of the Company's normal distribution policy; or
- any issue of Shares or other equity securities or instruments which convert into Shares by way of
capitalisation of profits or reserves.
Upon any adjustment being made pursuant to this clause, the Board will notify each Participant (or his or
her legal personal representative where applicable) in writing, informing them of the number of Options
held by the relevant Participant.

Amendment of Subject to any Applicable Laws and the ASX Listing Rules, despite any other provision of these Rules, the
Options Board may amend, modify or terminate any Option including substituting such Options for another
security of the same or a different type in the Company or one of its Related Companies, provided that the
Participant's consent to such amendment, modification or termination unless the Board determines that
the overall action (including any compensatory payment) will not materially adversely affect the
Participant generally.

Where the Company makes a pro-rata issue or bonus issue of new Shares to shareholders:

- In the case of unvested Options, a Participant may not participate in the new issue until the
Participant’s Options have vested; and

- In the case of vested Options, the Exercise Price or the number of Shares over which the vested
Options can be exercised will, in the case of a pro-rata issue, be adjusted in accordance with
ASX Listing Rule 6.22.2 and, in the case of a bonus issue, be adjusted in accordance with ASX
Listing Rule 6.22.3.

Administration The Plan is administered by the Board, which has an absolute discretion to determine appropriate
procedures for its administration and resolve questions of fact or interpretation.

Page | 16
 Assignability Options may not be assigned, Transferred, encumbered with a Security Interest in or over them, or
otherwise disposed of by a Participant, unless:
- the prior consent of the Board is obtained, which consent may impose such terms and conditions
on such assignment, Transfer, encumbrance or disposal as the Board sees fit; or
- such assignment or Transfer occurs by force of law on the death of a Participant to the
Participant's legal personal representative.
Any Transfer of Options (or Shares received on exercise of Options) must comply with any restrictions on
Transfer under the Constitution.

Amendment of Subject to clauses below and any Constitution, the Board may at any time amend these Rules and the
Plan terms and conditions upon which any Options have been issued under the Plan.
No amendment to these Rules or to Options may be made if the amendment materially reduces the rights
of any Participant in respect of Options or Shares granted to them prior to the date of the amendment,
other than:
- an amendment introduced primarily:
(a) for the purposes of complying with or conforming to present or future legislation
governing or regulating the Plan or like plans;
(b) to correct any manifest error or mistake;
(c) to allow the implementation of a trust arrangement in relation to the holding of Shares
granted under the Plan;
(d) for the purpose of complying with the Applicable Laws; and/or
(e) to take into consideration possible adverse taxation implications in respect of the Plan
including changes to applicable taxation legislation or the interpretation of that legislation
by a court of competent jurisdiction or any rulings from taxation authorities administering
such legislation; or

- an amendment agreed to in writing by the Participant(s).

Termination The Board may at any time terminate the Plan or suspend the operation of the Plan for such period or
and periods as it thinks fit.
suspension

Page | 17
 LODGE YOUR VOTE
ONLINE
 https://investorcentre.linkgroup.com
BY MAIL
NZBN 942 904 228 7346
 Happy Valley Nutrition Limited
C/- Link Market Services Limited
ARBN 636 597 101 Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
 +61 2 9287 0309
BY HAND
 Link Market Services Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO
 Telephone: +61 1800 990 363

*X99999999999*
E
X99999999999

PROXY FORM

L
I/We being a shareholder(s) of Happy Valley Nutrition Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY OR if you are NOT appointing the Chair of the Meeting as your proxy, Name

P
the Chair of the please write the name and email of the person or body corporate you
Meeting (mark box) are appointing as your proxy (an email will be sent to your appointed
proxy with details on how to access the virtual meeting) Email
or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act
STEP 1

on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted
by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 1:00pm AEST / 3:00pm NZST on Tuesday, 16 May

M
2023 (the Meeting) and at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a virtual meeting and you can participate online at meetings.linkgroup.com/HVMEGM23. You can view
and download the Online Meeting Guide and Notice of General Meeting at the Company’s website at investors.hvn.co.nz/agm.
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS
A
S
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an T

Items For Against Abstain*

1 Ratification and approval of prior issue
of Shares under the Placement
STEP 2

2 Approval of issue of Shares to

Non-Executive Director Mr Randolph
van der Burgh’s nominee entity,
Casburgh Financial Services Limited,
under the Placement

3 Approval for the grant of Options to

Non-Executive Chairman
*HVM PRX2301N*

Mr Kevin Bush

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the
 required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
STEP 3

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney
must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance
with the company’s constitution and the Companies Act 1993 (NZ) or Corporations Act 2001 (Cth) (as applicable).

HVM PRX2301N
 HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share
register. If this information is incorrect, please make the correction on
the form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note: you cannot change ownership of your
shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chair of the Meeting as your proxy, mark the
box in Step 1. If you wish to appoint someone other than the Chair of the
Meeting as your proxy, please write the name of that individual or body
corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default
to the Chair of the Meeting, who is required to vote those proxies as
directed. Any undirected proxies that default to the Chair of the Meeting
will be voted according to the instructions set out in this Proxy Form,
including where the Resolutions are connected directly or indirectly with
the remuneration of KMP.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at an address given below by 1:00pm AEST / 3:00pm
NZST on Sunday, 14 May 2023, being not later than 48 hours before
the commencement of the Meeting. Any Proxy Form received after that
time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE

https://investorcentre.linkgroup.com
Login to the Link website using the holding details as shown
on the Proxy Form. Select ‘Voting’ and follow the prompts to
lodge your vote. To use the online lodgement facility,
shareholders will need their “Holder Identifier” - Shareholder
Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE QR Code
Our voting website is designed specifically
for voting online. You can now lodge

E
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code
You may direct your proxy how to vote by placing a mark in one of the adjacent or enter t he voting link
boxes opposite each item of business. All your shares will be voted in https://investorcentre.linkgroup.com
into your mobile device. Log in using the

L
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your
number of shares you wish to vote in the appropriate box or boxes. If you shareholding.
do not mark any of the boxes on the items of business, your proxy may To scan the code you will need a QR code reader application
vote as he or she chooses. If you mark more than one box on an item your

P
which can be downloaded for free on your mobile device.
vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY  BY MAIL
Happy Valley Nutrition Limited
You are entitled to appoint up to two persons as proxies to attend the
C/- Link Market Services Limited
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s Locked Bag A14

M
share registry or you may copy this form and return them both together. Sydney South NSW 1235
Australia
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the BY FAX


A
percentage of your voting rights or number of shares applicable to that +61 2 9287 0309
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your  BY HAND
votes. Fractions of votes will be disregarded; and delivering it to Link Market Services Limited*

S
(b) return both forms together. Parramatta Square
Level 22, Tower 6
SIGNING INSTRUCTIONS 10 Darcy Street
You must sign this form as follows in the spaces provided: Parramatta NSW 2150
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either *during business hours Monday to Friday (9:00am - 5:00pm) and
shareholder may sign. subject to public health orders and restrictions
Power of Attorney: to sign under Power of Attorney, you must lodge the
Power of Attorney with the registry. If you have not previously lodged this
document for notation, please attach a certified photocopy of the Power
of Attorney to this form when you return it (which for NZ Shareholders
must include a Certificate of Non-Revocation).
Companies: where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the
company (pursuant to section 204A of the Corporations Act 2001) does
not have a Company Secretary or is a NZ Company, a Sole Director can
also sign alone. Otherwise this form must be signed by a Director jointly
with either another Director (for Australian companies) or a Company
Secretary or is a NZ Company. Please indicate the office held by signing
in the appropriate place.

CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the General Meeting
virtually the appropriate “Certificate of Appointment of Corporate
Representative” must be received at registrars@linkmarketservices.com.au
prior to admission in accordance with the Notice of Meeting. A form of the
certificate may be obtained from the Company’s share registry or online at
www.linkmarketservices.com.au.