Investor Capital RaisingJanuary 2020

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ASX:WHA

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DISCLAIMER

The following material is of a general nature and has only been prepared as a presentation aid. This presentation does NOT contain all of the information that may be required for evaluating Wattle Health Australia Limited ACN 150 759 363 (WHA), its assets, prospects or potential opportunities.

This presentation may contain budget information, forecasts and forward looking statements in respect of which there is NO guarantee of future performance and which of themselves involve significant risks (both known and unknown). Actual results and future outcomes will in all likelihood differ from those outlined herein.

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results, regulatory approvals, production targets, sales, staffing levels etc. All of such statements are subject to material risks and uncertainties, many of which are difficult to predict and generally beyond the control of WHA, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

These risks and uncertainties include, but are not limited to uncertainties related to WHA’s business prospects, assets / services and business strategy. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof, and we do not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.

Additionally there are a number of factors, both specific to WHA and of a general nature, which may affect the future performance of WHA. There is no guarantee that WHA will achieve its stated objectives/milestones, that any of its forecasts will be met or that forward looking statements will be realised.

Neither WHA nor any other entity or person in or associated with WHA guarantee any return (whether capital or income) or generally the performance of WHA or the price at which its securities may trade. Any investment in WHA is subject to investment risks including the possibility of loss of capital invested and no return of income or payment of any dividends.

This presentation is not for general distribution or third party reliance or use. While it has been prepared from sources WHA believe to be reliable, WHA cannot guarantee its accuracy or completeness and, other than as required by law,

WHA undertakes NO obligation to advise of changes or updatesto any such materials. These materials do NOT take into account any specific objectives, financial situation or needs of potential recipient/user. In addition, the past performance of WHA cannot be assumed as indicative of the future performance of the company.

For these and other reasons, before undertaking any evaluation of WHA, its assets, prospects or opportunities you are strongly recommended to obtain your own up to date independent legal, financial and commercial advice – those acting without such advice do so at their own risk. Except as otherwise expressly stated in this presentation, WHA has not authorised any person to give any information or make any representation which is not contained in this presentation. Any such information or representation not contained in this presentation must not be relied upon as having been authorised by, or on behalf of, WHA.

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Executive Summary Acquisition of Blend & Pack

Australia’s Leading Organic Dairy Company

• Acquisition of 75% (taking ownership to 80%) of the largest independent CNCA accredited dairy manufacturing facility, Blend & Pack

• Blend & Pack is Australia's leading blending and manufacturing facility with a long history of profitability

• WHA launches a 1:2 Rights Issue at $0.40 per share

• Appointment of highly experienced and respected Group CEO and Managing Director, Dr. Tony McKenna

• Australia’s first vertically integrated Organic Nutritional Dairy Company• Strategic partnerships with Organic Dairy Farmers Australia, Chemist

Warehouse and Nouriz• Focus on executing and delivering value to all stakeholders

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WHY ORGANIC

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Organic dairy market: Global trends

+ 36% GROWTH

Growth in global sales of organic packaged food and beverages since 2011

US$37 BILLION

Global sales of organic packaged food and beverages reached in 2016, having

grown 36% since 2011*

NUTRITIONALLY SUPERIORShift is based on this belief that organic is nutritionally superior and a heightened

awareness of overall impact on the environment

+75% ASIA PACIFIC MARKET

Fastest growing market for organic dairy globally (2010-2015)

Sources: Australian Organic Market report 2018, Euromonitor Market Overview: Identifying New Trends and Opportunities in the Global Infant Formula Market, Part I, Organic Market Report 2019, KPMG Global Dairy Report 2018Australian Organic Market Report 2018

Organic dairy market: Australian trends

+ 13% GROWTHGrowth in Australian produced organic since 2012

A$2.6 BILLION (US$1.78 BILLION) The value of the organic market in Australia for Australian produced goods represents compound growth rate (CAGR) of 13% since 2012 **

LESS THAN 1% of the milk production in Australia is certified organic

61% EXPORTED TO CHINAOf all Australian organic dairy is exported to China

PRICE PREMIUM 27% - 44% @ FARMGATE & 9% - 53% @ RETAILOrganic milk attracts a premium price both at the farm gate and retail

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WHA GROUP

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WHA Group Strategic Partners

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Group CEO and Managing Director

30+ YEARS EXPERIENCEWithin the dairy industry in New Zealand, Australia and internationally

CORIO BAY DAIRY GROUPChief Executive OfficerApr 2019 – Present

BODCO DAIRYChief Executive OfficerDirector Business DevelopmentBodco secured 2 SAMR approvals for Nouriz during his tenure2015 –2018

SAPUTO INC.Director China, Ingredients & Nutritionals CompanyManaged the Devondale China strategy2014 –2019

SYNLAIT MILK General Manager Market & DevelopmentDeveloped the A2 Milk Company’s Infant Formula Range 2009 –2014

TATURA MILK INDUSTRIESGeneral Manager Technical NutritionalLed the development of the Bellamy’s organic Infant Formula range2003 –2009

FONTERRATechnical Manager Bio-Actives & Health2001-2003

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Dr Tony McKenna

JOINT VENTUREBetween WHA, ODFA and Niche Dairy

AUSTRALIA'S 1ST

Dedicated organic nutritional milk spray dryer

LARGEST SUPPLYExclusive milk supply agreement with Organic Dairy Farmers Australia (ODFA) who have the largest pool of Australian Organic Milk

150 YEARSSenior team members combined experience in the dairy industry

60m+ LITRESOf milk can be processed annually

120m LITRESCapacity to increase production to 120m litres annually

MAY 2020Expected construction completion

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Operations Team CBDG JOSH FLETCHER

CHIEF FINANCE OFFICER

Over 15 years accounting and finance business experience, 12 years within the Australian dairy industry. He has managed the finance function at leading Dairy businesses, Tasmanian Dairy Products Co, Devondale Murray Goulburn Cooperative and Organic Dairy Farmers of Australia

PHIL O’MALLEY OPERATIONS MANAGER

30 years experience in the dairy industry in New Zealand, Australia and internationally from concept products to major capital projects for dairy companies Synlait Milk and Fonterra

TEGUH JODJAJA QUALITY CONTROL

Has 10 years of experience in the dairy industry across New Zealand and Australia. Teguh holds a Bachelor and Master of Science in Food Science from the University of Otago. Has worked for Synlait Milk and A2 Milk Company in product development

ALEX HOWARD PROCUREMENT MANAGER

Alex brings with him over 10 years’ experience managing commercial supply arrangements and commands a strong understanding of the Infant Formula industry in Australasia having led the procurement teams at Westland Milk Products, Saputo and Bodco Limited

UDAY JOSHI TECHNICAL MANAGER

Has over 13 years of experience in the dairy industry across India, New Zealand and Australia. Uday has led NDP projects to deliver infant nutritional products for China and SEA markets for Dairy companies Synlait Milk, Fonterra and Devondale Murray Goulburn

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“Australia’s best nutritional manufacturing team”

Strategic Partner:

Organic Dairy Farmers Australia

AUSTRALIA’S LARGEST Producer of certified organic milk

50+ AUSTRALIAN ORGANIC DAIRY FARMERS100% co-operative owned by the farmers, primarily in Victoria and Tasmania

ORGANIC COMMITMENT Committed to low human intervention farming with free range, organic pasture, no antibiotics, no pesticides and GMO freeenvironment

GROWING NETWORKSupport current farmers and farmers transitioning to organic (3-year journey)

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AUSTRALIA’S PREMIERNutritional blending and canning facility

REGULATORY COMPLIANCE One of the 1st facilities to receive CNCA accreditation in Australia

CNCA LICENCE Renewed for 4 years from January 2019

AUSTRALIA’S LARGESTIndependent blending and packing facility by volume

PROCESSING CONTRACTS

With leading brands

TOLLING ARANGEMENTWith one of the world’s biggest dairy companies

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Blend & Pack Market Share

25% MARKET SHAREBased on # cans purchased in Australia Jan-June 2019

0

500

1000

1500

2000

2500

A B C D E F G H I J K L M Blend &Pack

Jan Feb Mar Apr May Jun Total 14Source: James Strong

BRANDS

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Brands100% AUSTRALIAN Certified Organic milk

SUPERIOR FORMULATIONSCompared to ranged competitors (based on internal comparisons)

TRACEBILITY Throughout the whole process, instilling mothers with confidence

CHEMIST WAREHOUSE RANGINGIn over 350 stores, prime position on shelf and marketing opportunities

(Starting March 2020)

Featuring brand ambassador Rebecca Maddern and daughter Ruby

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Strategic Partner:

Chemist Warehouse

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10-YEAR SUPPLYLong-term supply agreement between WHA and Chemist Warehouse

$1.2m MARKETING SPENDAnnually for 5 years to build brand awareness, sales and loyalty

450 STORESThroughout Australia, New Zealand and China

BRAND PRESENCETo launch full range in store, online and Tmall Global store.

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Strategic Partner:

Nouriz

State-owned Assets Supervision & Admin Commission (China State Council)

Nouriz

Only 2 Beijing based agricultural SOE’s

JOINT VENTURE50/50 JV between Nouriz and WHA Group Limited

CHINA MARKETDevelop and sell organic nutritional dairy products into the Chinese market

500+ Experienced sales force nationally

8000+Distribution access points across China

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SASAC

COFCO

CAHG

CNADC

MENGNIU

Bellamys WHA

FINANCIALSUMMARY

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Income

$1,750,000

$13,300,000

$15,050,000

$-

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

$12,000,000

$14,000,000

$16,000,000

WHA B&P WHA + B&P-$10,300,000

$3,300,000

-$7,000,000

Revenue

EBITDA

INCOME From 1/1/19 to 30/09/19

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WHA + CBDG

WHA + CBDG + B&P

B&P

Net Assets

$7,000,000

$62,000,000

$51,000,000

$111,400,000

$0.06

$0.32

$0.26

$0.32

$(0.03)

$0.03

$0.08

$0.13

$0.18

$0.23

$0.28

$0.33

$-

$20

$40

$60

$80

$100

$120

FY17 FY18 FY19 PROPOSEDwith B&P Transaction

Net Assets Net Assets/Share

CONSOLIDATED

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Market Comparisons

Notes* NTA and Market Cap as of 1 July 2019** Revenue, EBITDA and NTA calculated with the consolidation of Blend and Pack. Market Cap calculated with a successful raising of A$39.7 million at A$0.40 per share

As at 21 January 202022

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COMPANY FINANCIALS ASSET OWNERSHIP

REVENUE FY19

STATUTORY PROFIT/LOSS

FY19

NA FY19

MARKET CAP MC/NA MILK SPRAY DRYER CANNING

Nuchev $9,500,000 $(13,500,000) $32,800,000 $166,051,317 5.06

Happy Valley Nutrition $12,000 $(800,000) $20,800,000 $52,500,000 2.52

✓

Bubs $44,000,000 $(35,500,000) $105,000,000 $532,280,567 5.07 ✓ ✓

Keytone Dairy $2,500,000 $(3,300,000) $13,500,000 $83,895,106 6.31 ✓

Wattle Health Australia*

$887,000 $(10,341,000) $51,438,000 $77,800,000 1.51 ✓ ✓

Wattle Health Australia**

$7,000,000 $(7,200,000) $111,400,000 $140,863,808 1.26 ✓ ✓ ✓

CAPITAL RAISING OVERVIEWWHA has finalised terms and conditions for the acquisition of 75% of Blend and Pack for US$55M

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Transaction

• WHA is acquiring 75% for US$55million to increase its ownership to 80%• Upfront payment of US$10M and the issue of US$15M in Scrip @ $0.40 per share (circa 54,250,000 shares) and deferred payment of

US$30M.• 1/3 of Scrip escrowed for 12 months (circa 18,083,333 shares) and 2/3 escrowed for 24 months (circa 36,166,667 shares)• The deferred payment of US$30 million has an interest rate of 3.33% with amortisation of 20% in 36 months, 30% in 48 months and

balance in 60 months.

Equity Raising

• Total equity raising of circa $39.7 million comprising a:• 1 for 2 pro-rata non-renounceable entitlement offer to raise circa ~$39.7 million (Entitlement Offer); and• Conditional on raising a minimum of A$25 million (Minimum Subscription Amount) through the Entitlement Offer;

• Approximately 153.5 million New Shares to be issued (equivalent to approximately 77% of existing shares on issue)• If the Minimum Subscription Amount is not raised by the Settlement Date then WHA will not proceed with the Entitlement Offer and will

repay all application monies received without interest

Offer Price*

• The Entitlement Offer and Placement The Capital Raising will be conducted at a fixed offer price of A$0.40 per New Share (Offer Price) representing:

• 24.5% discount to WHA’s last closing price of A$0.53 on Monday, 30 September, 2019• 37.5% discount to WHA’s 5-day VWAP of A$0.64 as at Monday, 30 September, 2019• 27.3% discount to WHA’s 15-day VWAP of A$0.55 as at Monday, 30 September, 2019• * Suspension since 2 October 2019. Therefore, investors should consider that there may be a material change to the price of WHA shares once the present

suspension is lifted

Shortfall Offer• In addition to each shareholder’s entitlement under the Entitlement Offer, retail shareholders are being offered the opportunity to apply

for additional shares above their entitlement

Ranking • New Shares issued will rank pari passu with existing Shares

CORPORATE SNAPSHOT

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Capital Structure Use of Funds

Non Renounceable Rights Capital Structure Board of Directors

Peter BiantesInterim Non-Executive Independent

Chairman

Dr. Tony McKenna Managing Director and Group CEO

Eric Jang Non- Executive Director

Kobe LiNon- Executive Director and Company

Secretary

ASX Code WHA

Share Price A$0.53

Market capitalisation (pre-issue) A$105 million

No. of ordinary shares (pre-issue) 197,743,848

No. of restricted shares (pre-issue) 862,500

Net Cash (30 September 2019) A$19.4 million

Blend and Pack Acquisition A$13,040,000

Release of Prospere Loan (undrawn) A$15,441,004

Marketing A$5,100,000

Working Capital A$3,820,000

Fees A$2,400,000

Total A$39,700,000

SHARES A$

Current Shares on Issue 198,606,348 -

Rights Issue 99,303,174 39,700,000

Mason (B&P Acquisition) 54,250,000 -

Total 352,159,522WHA also has currently 4,687,500 options on issue at a strike price of AU$1.60 expiring 18

June 2020 and lead manager will receive a further 5 million options at a strike price of

AU$0.40 expiring 3 years from issue (subject to shareholder approval).

Timetable EVENT DATE

Announcement of the Rights Issue Offer Thursday, 23 January 2020

Despatch EGM Notice of Meeting Friday, 24 January 2020

Lodgement of Rights Issue Prospectus Friday, 24 January 2020 (before ASX Market opening)

"Ex" date for the Rights Issue Offer Wednesday, 29 January 2020

Record Date to determine Entitlements under the Rights Issue Offer Thursday, 30 January 2020

Closing Date for acceptances under the Rights Issue Offer 5.00 pm AEDT on Wednesday, 19 February 2020

Announcement of the results of the Issue and shortfall Monday, 24 February 2020

WHA EGM Monday, 24 February 2020

Issue of New Shares Wednesday, 26 February 2020

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