AFFCO Shareholders Reject Talley's Initiative

17 April, 2002

A special meeting of AFFCO Holdings Limited shareholders in Auckland today (Wednesday, 17 April 2002) rejected a proposal by Talley's Fisheries Limited to acquire 28,524,623 ordinary shares in the company at a price of 38 cents per share.

Talley's had entered into a conditional agreement with Green & McCahill Investments Limited and Kilmacrennan Farm Limited to purchase the shares. Under the terms of the Takeovers Code, shareholder approval was required for the transaction.

A poll at the meeting resulted in 42,479,724 votes in favour of the proposal, and 56,075,589 against.

Talley's currently holds 19.865% of the voting securities in AFFCO. Had the acquisition been approved, it would have increased its holding to 30.399% of all AFFCO voting securities.

An independent adviser report from Deloitte Corporate Finance, a division of Deloitte Touche Tohmatsu said the merits of the transaction would be to AFFCO's advantage, and this was confirmed by the independent directors of AFFCO who recommended that shareholders approve the acquisition.

AFFCO's Executive Chairman Sam Lewis said it was business as usual for the company.

Ends

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