ELDERS LIMITED — AGM Information 2008

Sep 25, 2008

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26 September 2008

Company Announcements Platform Australian Securities Exchange

ANNUAL GENERAL MEETING

In accordance with Listing Rule 3.17, please find attached a copy of the Notice of Meeting and Proxy form for Futuris Corporation Limited’s Annual General Meeting to be held on Tuesday, 28 October 2008.

Ross Mallett Company Secretary

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Invitation to attend 2008 Annual General Meeting

Dear Shareholder,

On behalf of the Futuris Board it gives me great pleasure to invite you to attend the Company’s 54th Annual General Meeting to be held in Gallery One at the Adelaide Festival Centre, King William Street, Adelaide, South Australia on Tuesday 28 October 2008 at 10.00am.

At the meeting we will present our reviews to shareholders of the Company’s financial position, operations, strategy and growth prospects. The notice of meeting details the business to be dealt with at the meeting.

If you are unable to attend the meeting I encourage you to appoint someone as your proxy to attend the meeting and vote on your behalf. Instructions on how to appoint a proxy are set out in the Explanatory Notes that form part of the Notice of Meeting and on the back of the Proxy Form.

The AGM will be webcast live from the Company’s website at www.futuris.com.au . Shareholders may also access from the website the Company’s 2008 Annual Report and copies of past news releases and company presentations.

I encourage you to attend the AGM and look forward to seeing you there.

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Stephen Gerlach Chairman

FUTURIS CORPORATION LIMITED

ACN 004 336 636

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 54th Annual General Meeting of Shareholders of Futuris Corporation Limited will be held in Gallery One, Adelaide Festival Centre, King William Street, Adelaide, South Australia on Tuesday, 28 October 2008 at 10.00am (Adelaide time).

AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the Financial Report and the Reports of the Directors and the Auditor, respectively, for the year ended 30 June 2008.

1. Remuneration Report

To receive and adopt the Remuneration Report for the year ended 30 June 2008.

Note that the vote on this item is advisory only and does not bind the Directors or the Company

3. Election of Directors

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

3.1 Re-election of Mr C E Bright

• “That Mr C E Bright, being a director of the Company who retires by rotation pursuant to Rule 8.1.5(b) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company.”

3.2 Re-election of Mr G D Walters “That Mr G D Walters, being a director of the Company who retires by rotation pursuant to Rule 8.1.5(b) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company.”

3.3 Election of Mr J H Ranck

“That Mr J H Ranck, having been appointed by the Board since the last Annual General Meeting, who retires in accordance with Rule 8.1.5(a) of the Constitution of the Company, and being eligible, is elected as a director of the Company.”

SPECIAL BUSINESS

Reinstatement of Proportional Takeover Approval Rule in the Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That Rule 6 of the Company’s Constitution approved by shareholders on 25 October 2005 be reinstated in the Constitution.”

Please refer to the accompanying Explanatory Notes, which form part of this Notice of Meeting, for more information on the proposed resolutions.

By Order of the Board

R E Mallett Company Secretary

18 September 2008

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FUTURIS CORPORATION LIMITED

ACN 004 336 636

EXPLANATORY NOTES

The following notes have been prepared to assist shareholders to better understand the business to be considered by shareholders at the 2008 Annual General Meeting.

Item 1 To Receive and Consider the Financial Statements and Reports

In accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act) and the Company’s Constitution the Financial Report and the reports of the Directors and the Auditor for the year ended 30 June 2008 will be laid before the meeting.

Shareholders will be given a reasonable opportunity at the meeting to ask questions, or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor or its representatives questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.

A copy of the Annual Report (which includes the reports of the Directors and the Auditor) is located on the Company’s website at

http://www.futuris.com.au/images/presentations/F08fullres ults.pdf

The Corporations Act and the Company’s Constitution do not require shareholder approval of these Reports.

Item 2 To Adopt the Remuneration Report

Under the provisions of the Corporations Act the Company is required to propose a resolution to shareholders that the Remuneration Report be adopted. The Remuneration Report which forms part of the Directors Report commences on page 39 of the Company’s 2008 Annual Report.

The Remuneration Report includes:

1. an explanation of the Company’s policy for determining the nature and amount of remuneration of Directors and senior executives;

2. a discussion of the relationship between the remuneration policy and the Company’s performance; and

3. a detailed summary of remuneration components for Directors and senior executives including relevant performance conditions.

The vote on this resolution is advisory only and does not bind the Company or the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration policies and practices.

Item 3 Election and Re-election of Directors

In accordance with Rule 8.1.5(b) of the Company’s Constitution, Mr Charles Bright and Mr Graham Walters will retire at the Annual General Meeting and offer themselves for re-election.

Mr James Hutchison (Hutch) Ranck was appointed to the Board on 24 June 2008. Pursuant to Rule 8.1.5(a) of the Constitution, Mr Ranck holds office until the Annual General Meeting at which time he will retire and offer himself for election.

Profiles of the Directors offering themselves for re-election or election are set out below.

Your Directors have reviewed the necessary and desirable competencies of Board members, the composition of the Board and each candidate’s contribution to the Board and unanimously recommend the re-election or election of each Director.

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Re-election of Mr Charles Bright BA MA(Oxon)

Item 3.1

Mr Bright has been a non-executive member of the Board since May 2002 and was last re-elected in 2005. He is a member of Nomination & Prudential Committee and a director ITC Ltd, APT Projects Limited and ITC Project Management Limited and Chairman of BWK AG Supervisory Board. Mr Bright has over 30 years’ experience in investment banking with positions including Chairman of Potter Warburg Securities and Head of Corporate Finance for HSBC in Australia. Mr Bright is also Acting Chairman of Australian Agricultural Company Limited and a director of Tassal Group Limited and Webster Limited. Mr Bright served as a director of Australian Plantation Timber Limited from 2002 to 2005. Mr Bright is a resident of Victoria.

Mr Bright makes the following comments in support of his re-election: ‘the Futuris Board is focused on delivering improved value and returns to its shareholders. The Company is well positioned to take advantage of the improved economics for the rural and regional sectors. My experience working with a range of agricultural companies enables me to provide a relevant contribution to Board discussions on strategic and operational matters.’

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Item 3.2

Re-election of Mr Graham Walters AM FCA

Mr Walters has been a non-executive member of the Board since January 2002 and was last re-elected in 2006. Mr Walters is Chairman of the Audit Committee, was appointed a director of Elders Australia Ltd from January 2008 and was a director of the Elders Financial Services Group Pty Ltd until 1 September 2008. Mr Walters has extensive experience in accounting having formerly held roles as Chairman of Partners at KPMG South Australia and as a Member of the National Board of KPMG.

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Mr Walters also holds directorships of Australian Rail Track Corporation Limited and Bio Innovation S.A. He is also Chairman of the South Australian Executive Committee of Westpac Banking Corporation. Mr Walters is a resident of South Australia.

Mr Walters makes the following comments in support of his re-election: ‘A key part of the Board’s value enhancement strategy has been to concentrate capital and effort behind core performing agricultural and financial services in rural and regional Australia. Changes initiated from the review and restructuring of Group businesses in 2008 will lay the foundation for improved performance and results in the future. My experience working with Boards and corporate managers as an auditor, audit committee member and non-executive director provides a background from which to provide input to the Board in relation to financial and strategic matters.’

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Item 3.3 Election of Mr James Hutchison (Hutch) Ranck BS Econ

Mr Ranck was appointed a non-executive member of the Board on 24 June 2008. He is Managing Director of DuPont Australia & New Zealand and Group Managing Director for DuPont operations in ASEAN. Mr Ranck has had a long and distinguished career with Du Pont where he has held senior management positions in Australia and overseas in finance, chemicals, pharmaceuticals and agricultural products. He is currently Chair of the BCA Education, Skills and Innovation Task Force and a director of the Australian Bush Heritage Foundation. Mr Ranck is a resident of New South Wales.

Mr Ranck makes the following comments in support of his re-election: ‘A critical task for every Board is to be proactive in the development and implementation of strategy that recognises and drives shareholder value while preserving high standards of governance. My experience working as a senior executive in a multinational company with businesses in the chemical and agricultural sectors in Australia and overseas provides me with the background to make a contribution to Board discussions and development of strategy’.

Item 4 Reinstatement of Proportional Takeover Approval Rule in the Constitution

Rule 6 of the Constitution provides that the Company is prohibited from registering a transfer of shares resulting from a proportional takeover scheme unless and until shareholders in general meeting approve the offer. This Rule is designed to assist shareholders to receive proper value for their shares if a proportional takeover scheme bid is made for the Company. In accordance with the Corporations Act , this Rule ceases to have effect at the end of the third anniversary of its adoption. As Rule 6 was last approved by shareholders in a general meeting on 25 October 2005 it ceases to have effect on 25 October 2008. The Directors consider that it is in the best interests of the Company’s shareholders to have a proportional takeover rule in the Constitution and shareholders are asked to consider a resolution to reinstate the previous Rule 6 in identical terms.

An extract of Rule 6 is located at the end of the Explanatory Note to this resolution.

Effect of a Proposed Proportional Takeover Approval Rule

Rule 6 requires that, if a proportional takeover scheme bid is received, Directors are to convene a meeting of shareholders to vote on a resolution to approve the proportional offer. The meeting must be held, and the resolution voted upon, at least 15 days before the close of the offer. Rule 6 provides that for a resolution to be approved, it must be passed by a majority of votes at the meeting, excluding votes by the offeror and its associates. If a meeting is not held, a resolution approving the proportional offer will be deemed to have been passed. If a resolution is rejected by shareholders, the registration of any transfer of shares resulting from the proportional offer will be prohibited and the offer deemed withdrawn. If approved, the relevant transfers of shares to the offeror will be registered, provided they comply with the other provisions of the Constitution.

This Rule will cease to have effect at the end of the third anniversary of its adoption, unless renewed by a special resolution of shareholders.

Reasons for Proposing the Resolution

The Corporations Act permits the inclusion and renewal of takeover approval provisions in the Company’s Constitution.

The Directors consider that shareholders should have the opportunity to vote on a proposed proportional takeover scheme bid. Without Rule 6, a proportional takeover scheme bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest and without shareholders having the opportunity to dispose of all their shares, with the attendant risk of shareholders being left as part of a minority interest. Rule 6 prevents this situation arising without shareholder approval.

No Present Acquisition Proposals

As at the date of this notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Advantages and Disadvantages

The Corporations Act requires this explanatory note to retrospectively review the advantages and disadvantages, for Directors and shareholders, of the proportional takeover scheme provisions during the period the provisions have been in effect.

During the period that the Company’s proportional takeover scheme provisions have been in effect, there have been no takeover offers for the Company, either proportional or otherwise. Therefore, there are no historical or present circumstances against which the advantages or disadvantages of the current proportional takeover scheme provisions (Rule 6) can be reviewed. The Directors are not aware of any potential takeover offer that was discouraged by Rule 6.

The Corporations Act also requires this explanatory note to discuss the potential future advantages and potential disadvantages, for Directors and shareholders, of the proportional takeover scheme provisions that are proposed to be reinstated.

The Directors consider that there are no potential advantages or disadvantages for the Directors which may result from Rule 6 being reinstated, as they retain the ability to make a recommendation to shareholders on whether a proportional takeover offer should be approved or rejected.

The potential advantages of Rule 6 for shareholders are that the provisions give all shareholders (other than the offeror and its associates) an opportunity to study the terms of a

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proportional takeover proposal to determine whether it is in their best interests that it proceed and, on that basis, enables shareholders to decide whether or not to accept the offer. Rule 6 should ensure that the terms of any future proportional takeover offers are structured so as to be attractive to a majority of independent shareholders, and may also assist shareholders to avoid being locked into a minority position.

It may be argued that Rule 6 reduces the possibility of a successful proportional takeover bid and that as a result proportional takeover offers for the Company may be discouraged. This in turn may reduce the opportunities which shareholders may have to sell some of their shares at an attractive price which includes a premium for control. It may also be said that Rule 6 imposes an additional restriction on the ability of individual shareholders to freely deal in their shares.

The Directors consider that the potential advantages of reinstating Rule 6 for a further 3 years on its current terms outweigh the potential disadvantages to shareholders. The Directors unanimously recommend that shareholders vote in favour of this resolution to ensure that any takeover proposal is a full bid unless shareholders approve a proportional bid.

Extract of Rule 6 of Futuris’ Constitution

6. Plebiscite to Approve Proportional Takeover Schemes

6.1 Definitions

In this rule 6:

"prescribed resolution", in relation to a proportional takeover scheme, means a resolution to approve the proportional takeover scheme passed in accordance with rule 6.3;

"proportional takeover scheme", means a takeover scheme that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of shares included in a class of shares in the company;

"relevant class", in relation to a proportional takeover scheme, means the class of shares in the company in respect of which offers are made under the proportional takeover scheme; and

"relevant day", in relation to a proportional takeover scheme, means the day that is 14 days before the end of the period during which the offers under the proportional takeover scheme remain open.

• (b) ensure that such a resolution is voted on in accordance with this rule 6.3,

before the relevant day in relation to that proportional takeover scheme .

• 6.3.2 The provisions of this constitution relating to general meetings apply, so far as they can and with such changes as are necessary, to a meeting that is convened pursuant to rule 6.3.1.

• 6.3.3 The offeror under a proportional takeover scheme and any associates of the offeror are not entitled to vote on the prescribed resolution relating to that proportional takeover scheme and if they do vote, their votes must not be counted.

• 6.3.4 Subject to rule 6.3.3, a person who, as at the end of the day on which the first offer under the proportional takeover scheme was made, held shares of the relevant class is entitled to vote on the prescribed resolution relating to the proportional takeover scheme and, for the purposes of so voting, is entitled to 1 vote for each such share held at that time.

• 6.3.5 A prescribed resolution is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one half, and otherwise is to be taken to have been rejected.

• 6.3.6 If a prescribed resolution to approve a proportional takeover scheme has not been voted on in accordance with this rule 6.3 before the relevant day, a prescribed resolution to approve the proportional takeover scheme will be taken to have been passed in accordance with this rule 6.3 on the relevant day.

6.4 Sunset

Rules 6.1, 6.2 and 6.3 cease to have effect at the end of 3 years beginning:

• 6.4.1 where those rules have not been renewed in accordance with the Corporations Act , on the date that those rules were adopted by the company; or

• 6.4.2 where those rules have been renewed in accordance with the Corporations Act , on the date those rules were last renewed.

Board Recommendation

6.2 Transfers not to be registered

The Board recommends that shareholders vote in favour of each of the above resolutions.

Subject to the Listing Rules and despite rules 5.1.5 and 5.2, a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover scheme must not be registered unless and until a prescribed resolution to approve the proportional takeover scheme has been passed or is taken to have been passed in accordance with rule 6.3.

6.3 Resolution

• 6.3.1 Where offers have been made under a proportional takeover scheme, the directors must:

• (a) convene a meeting of the persons entitled to vote on the prescribed resolution for the purpose of considering and, if thought fit, passing a prescribed resolution to approve the proportional takeover scheme; and

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VOTING

Record Date

The Directors have determined that the persons eligible to vote at the annual general meeting will be those persons who are registered shareholders at 10.00am (Adelaide time), Sunday, 26 October 2008. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting

Attornies

A shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or one of the addresses listed above for the receipt of proxy appointments at least 48 hours before the Meeting.

Proxies

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a member of the Company. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies, each proxy may exercise half of the shareholder’s votes if no proportion or number of votes is specified.

A Proxy Form accompanies this Notice and to be effective must be completed and received at either the Company’s registered office or its share registry, Computershare Investor Services Pty Ltd:

Corporate Representatives

Any corporate shareholder wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

• (a) a letter or certificate, executed in accordance with the corporate shareholder’s constitution, authorising that person as the corporate shareholder’s representative at the meeting; or

• (b) a copy of the resolution appointing the person as the corporate shareholder’s representative at the meeting, certified by a secretary or director of the corporate shareholder.

Registered Office

The Company Secretary Futuris Corporation Limited Level 9, 121 King William Street Adelaide SA 5000

Share Registry

Futuris Corporation Limited C/- Computershare Investor Services Pty Ltd GPO Box 242 Melbourne VIC 3001

or by facsimile on: (08) 8236 2305

or by electronic lodgement* : www.investorvote.com.au

by no later than 10.00am (Adelaide Time), Sunday 26 October 2008.

• Shareholders can lodge their votes electronically at

• www.investorvote.com.au and follow the prompts. To use this facility, you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode as shown on the proxy form. You will have been taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 FCL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote

Review and update your securityholding

Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10.00am (Adelaide time) on Sunday 26 October 2008

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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999999_SAMPLE_0_0_PROXY/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ' X ') should advise their broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Futuris Corporation Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Futuris Corporation Limited to be held in Gallery One, Adelaide Festival Centre, King William Street, Adelaide on Tuesday, 28 October 2008 at 10.00am and at any adjournment of that meeting.

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Items of Business

Ordinary Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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2	Adoption of Remuneration Report
3	Election of Directors
3.1	Re-election of Mr C E Bright
3.2	Re-election of Mr G D Walters
3.3	Election of Mr J H Ranck

Special Business

4 Reinstatement of Proportional Takeover Approval Rule in the Constitution

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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F C L

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