ELDERS LIMITED — AGM Information 2009

Nov 15, 2009

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16 November 2009

Company Announcements Office Australian Securities Exchange Announcement of Results

Notice of Annual General Meeting

Please find enclosed notice of Elders Annual General Meeting of shareholders to be held at 10am (Adelaide time) on Friday 18 December 2009 at the Adelaide Convention Centre.

R E Mallett Company Secretary

Elders Limited ABN 34 004 336 636 Registered office: Level 3, 27 Currie Street, Adelaide, South Australia 5000. Postal Address: GPO Box 1176, Adelaide, South Australia 5001. Telephone: (08) 8425 4000 Facsimile: (08) 8410 1597

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Invitation to attend the 2009 Annual General Meeting

Dear Shareholder

On behalf of the Elders Board, it gives me great pleasure to invite you to attend the Company’s 55th Annual General Meeting (“AGM”) to be held on Friday, 18 December 2009, commencing at 10.00am (Adelaide time) at Hall A, Adelaide Convention Centre, North Terrace, Adelaide, South Australia.

At the AGM, we will present to shareholders our review of the Company’s fi nancial results for the 15 month period ended 30 September 2009, including an update on operations, strategy and growth prospects. The enclosed Notice of Meeting details the business to be dealt with at the meeting.

The Notice of Meeting and Proxy Forms have been sent to all shareholders. The 2009 Annual Report will also be sent by post to those shareholders who have previously elected to receive a printed copy of annual reports. An electronic copy of the 2009 Annual Report can be found at the Company’s website at the following address: www.elders.com.au.

If you are unable to attend the AGM 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.elders.com.au.

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

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Stephen Gerlach Chairman

Elders Limited ABN 34 004 336 636 Registered offi ce: Level 3, 27 Currie Street, Adelaide, South Australia 5000 Postal Address: GPO Box 1176, Adelaide, South Australia 5001 Telephone: (08) 8425 4000 Facsimile: (08) 8410 1597

ELDERS LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 55th Annual General Meeting of Shareholders of Elders Limited (“Company”) will be held at Hall A, Adelaide Convention Centre, North Terrace, Adelaide, South Australia on Friday, 18 December 2009 commencing at 10.00am (Adelaide time).

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1

BUSINESS

1. To receive and consider the Financial Report and the Reports of the Directors and the Auditor, respectively, for the 15 month period ended 30 September 2009.

2. To receive and adopt the Remuneration Report for the 15 month period ended 30 September 2009.

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

3. Election on Re-election of Directors

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

3.1 Re-election of Mr R G Grigg

“That Mr R G Grigg, 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 Election of Mr R Wylie

“That Mr R Wylie, 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.”

5. Consolidation of shares

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution:

“That, subject to Resolution 6 being passed, for the purposes of Section 254H of the Corporations Act, ASX Listing Rule 7.20, ASX Listing Rule 7.22 and for all other purposes, the issued capital of the Company be consolidated on the basis that every ten (10) shares be consolidated into one (1) share, and where this consolidation results in a fraction of a share being held by a shareholder, the Directors of the Company be authorised to round that fraction up to the nearest whole share in accordance with the Constitution of the Company as amended by Resolution 6, with the consolidation to take effect on a date to be announced to the ASX in accordance with the requirements of the Listing Rules.”

6. Amendment to Constitution

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

“That, subject to Resolution 5 being passed, the Constitution of the Company be amended by inserting the following Rule 8.9.7 after Rule 8.9.6:

‘The directors may do anything required to give effect to any resolution altering the company’s share capital, including, where a member becomes entitled to a fraction of a share on a consolidation:

(a) determining that fractions may be rounded up, down or to the nearest whole share in order to adjust the rights of all parties; and/or

3.3 Election of Mr M Allison

“That Mr M Allison, 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.”

4. Approve CEO Long Term Incentive Plan

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution:

“That approval be given for all purposes, including pursuant to ASX Listing Rule 7.2 and ASX Listing Rule 10.14, to permit Mr M G Jackman to acquire performance rights in the Company (and ordinary shares in the Company upon exercise of those performance rights) on the terms specifi ed in the accompanying Explanatory Notes.”

(b) appointing a trustee to sell any fractions on behalf of members, and to deal with the proceeds of any such sale in accordance with the following provisions.

If they determine to exercise their powers under paragraph (b), the directors shall procure as soon as is reasonably practicable that the aggregate of all the fractional entitlements to shares resulting from the consolidation are sold on ASX and that the appointed trustee distribute the net proceeds of the sale to those members entitled to a fraction of a share on consolidation in proportion to their fractional entitlements or to one of more charitable bodies nominated by the directors to receive such net proceeds. For this purpose, each member entitled to or who would otherwise be entitled to a fraction of a share on consolidation in proportion to their fractional entitlements shall irrevocably appoint each of the company and the secretary of the company severally as its attorney to complete and execute such instruments on the member’s behalf as the attorney thinks necessary or desirable to give effect to the sale. The company shall bear all the costs of a sale made pursuant to this rule.’”

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 16 November 2009

EXPLANATORY NOTES

The following notes have been prepared to assist shareholders to better understand the business to be considered by shareholders at the 2009 Annual General Meeting.

Item 1 To Receive and Consider the Financial Report and Reports of the Directors and Auditor

In accordance with the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”) and the Constitution of the Company, the Financial Report and the reports of the Directors and the Auditor for the 15 month period ended 30 September 2009 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 2009 Annual Report (which includes the reports of the Directors and the Auditor) will be mailed to all shareholders who have elected to receive a printed copy of the Report. The 2009 Annual Report is located on the Company’s website at http://www.elders.com.au/images/presentations/F09fullresults.pdf.

On 30 April 2009, the Company announced that it had changed its fi nancial year end date from 30 June to 30 September. This change brought the Company’s reporting timetable into line with its seasonal business cycle and that of other agricultural companies. The change from a June to a September balance date was made in the current fi nancial year in accordance with an order obtained by the Company from the Australian Securities and Investments Commission. The Company will report on the 15 month period ended 30 September 2009, with subsequent fi nancial years being for the year ending 30 September.

The fi nancial results for the 12 months ended 30 June 2009 were lodged with the Australian Securities Exchange in the form of Appendix 4F, a copy of which is available on the Company’s website.

The Corporations Act and the Constitution of the Company 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 can be found on pages 36 to 53 of the Company’s 2009 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 and the views of shareholders 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 Constitution of the Company, Mr Ray Grigg and Dr James Fox will retire by rotation at the Annual General Meeting and Mr Grigg offers himself for re-election. Dr Fox has indicated his intention not to stand for re-election at the Annual General Meeting.

Mr Robert Wylie and Mr Mark Allison were appointed to the Board on 10 November 2009. Pursuant to Rule 8.1.5(a) of the Constitution, Messrs Wylie and Allison hold offi ce until the Annual General Meeting at which time they will retire and offer themselves for election.

Profi les 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.

Item 3.1 Re-election of Mr Raymond George Grigg, FSAE-I FAICD

Mr Grigg, age 68, has been a Non-executive Director of the Company since February 2004. He is also a non-executive director of Futuris Automotive Group of companies, and a member of the Elders Audit and Compliance Committee. Mr Grigg has extensive experience and leadership in senior management within the automotive industry, having joined the Board following a 47 year career with General Motors Corporation where he held a number of senior positions both in Australia and overseas. At retirement, Mr Grigg was President and Representative Director, General Motors Asia Pacifi c (Japan) as well as Chairman, CEO and Representative Director of GM Japan. Previous positions held include General Manager-Operations at GM Holden in Australia and Executive Director, GM International CKD Operations in Germany. Mr Grigg is also Vice-President of the Royal Automobile Association of SA Inc. and the Australian Automobile Association and a non-executive director of Adtrans Group Limited and Bedford Industries Inc. Mr Grigg is a resident of South Australia.

Mr Grigg makes the following comments in support of his re-election:

Elders strategy is to position itself as the most valued partner at the farm gate where primary production intersects with local and global markets. My experience working as a senior executive in a multinational automotive company with businesses in Australia and overseas enables me to make a meaningful contribution to Board discussion on operational management, marketing and strategic matters particularly in relation to the globalisation of our automotive parts business to enhance its value to the Group and its shareholders.

Item 3.2 Election of Mr Rob Wylie, FCA

Mr Wylie, FCA, age 59, was appointed a Non-executive Director of the Company on 10 November 2009. He is a Chartered Accountant with over 30 years of experience in accounting, audit and corporate governance, in mergers, acquisitions and corporate advisory work.

Mr Wylie’s past executive positions and non-executive directorships include Executive Partner (Offi ce of the Chief Executive Offi cer) and National Managing Director Corporate Governance Services, (New York), Deloitte & Touche USA; Deputy Managing Partner, Deloitte Asia Pacifi c; and Chairman; Director – Board of Partners, Chief Executive Offi cer, Deloitte Australia. Mr Wylie is currently a non-executive director of MaxiTRANS Industries and Centro Properties Group.

Mr Wylie is also a former National President and State Chairman – Victoria for the Institute of Chartered Accountants in Australia and a former Victorian Board Member of the Australian Institute of Company Directors.

Mr Wylie makes the following comments in support of his election:

Through its ‘Agenda for Change’ Elders has been aligning its structure, capital allocation, fi nancial management and reporting to realise the potential that lies within the business. These initiatives will lay the foundation for improved performance and results in the future. I believe that my experience working with Australian and international Boards and company managers as an auditor, corporate advisor and non-executive director will enable me to make a positive contribution to Board discussions on fi nancial and strategic matters.

The Company is seeking the approval of shareholders in Resolution 4 to grant to Mr Jackman Performance Rights during November of each of the next 3 years to acquire ordinary shares in the Company.

Each Performance Right will constitute the right to acquire 1 ordinary share in the Company if it becomes exercisable as described below. The number of Performance Rights to be issued in a given year will be determined in accordance with the following formula:

N = (150% x TFR) ÷ Share Price Denominator

where fractions are rounded up and:

N = the number of Performance Rights issued in the applicable year, subject to meeting the performance hurdles associated with the Performance Rights

Item 3.3 Election of Mr Mark C Allison, B.Agr.Sc, BEcon, GDM, FAICD

Mr Allison was appointed a Non-executive Director of the Company on 10 November 2009. He has extensive experience spanning 25 years in the agribusiness sector. He is a former Managing Director of Wesfarmers Landmark Limited and Wesfarmers CSBP Limited.

Prior to his appointment at Wesfarmers in 2001, Mr Allison held senior positions with Orica Limited as General Manager of Crop Care Australasia and with Incitec Limited as General Manager – Fertilisers. Between 1982 and 1996 Mr Allison performed a series of senior sales, marketing and technical roles in the Crop Protection, Animal Health and Fertiliser industries.

Mr Allison was the Managing Director of Makhteshim Agan Australasia Pty Ltd from 2005 to 2007 and Managing Director and Chief Executive Offi cer of Jeminex Limited from 2007 to 2008.

Mr Allison makes the following comments in support of his election:

Elders is a leading Australian rural services provider with a brand that is recognised and respected in the Australian farm sector and international markets. It is expected to benefi t signifi cantly from the expected recovery in the rural services sector in 2010 and beyond. I believe my experience as a senior executive and leader in the agribusiness sector will allow me to make a useful contribution to Board discussions on operational matters and development of strategy.

Item 4 Approve CEO Long Term Incentive Plan

The Directors have reviewed the Company’s existing incentive arrangements and have concluded that for an incentive plan to be effective in retaining and incentivising executives, it must reward senior executives for delivering superior results. The exercise price of options issued under the Company’s existing option plan will range from $12.90 to $25.40 (after giving effect to the consolidation proposed in Resolution 5). The Directors consider that the existing arrangements leave little or no opportunity for executives to benefi t from the plans even if they achieve their respective performance hurdles. In addition, the Director’s have reviewed the Federal Government’s recent changes to laws governing executive remuneration (including changes relating to shareholder rights and termination payments) and consider that the Company’s arrangements are, in light of those changes, no longer appropriate.

Accordingly, the Directors propose to discontinue issuances of options under the existing option plan and implement a new Long Term Incentive Plan made pursuant to the Company’s Employee Share Plan for senior executives under which performance rights, being rights to acquire securities on terms established by the Directors (“Performance Rights”) will be issued.

TFR = Mr Jackman’s total fi xed remuneration in Australian dollars for the year during which the calculation is made

Share Price Denominator = the greater of (i) the volume weighted average of the closing price of the Company’s shares on ASX for the 10 trading days immediately preceding the issue date of the Performance Rights (which, if Resolution 5 is passed, will be calculated on a post-consolidated basis) and (ii) $1.776 (or, $0.1776 if Resolution 5 is not passed).

Given that the ‘Share Price Denominator’ is subject to a fl oor, the number of Performance Rights that may be issued over the 3 years (and, therefore, the number of ordinary shares in the Company for which they might become exercisable) will not exceed 2,570,425 if Resolution 5 is passed (or 25,704,249 on a pre-consolidation basis), assuming a TFR of $1,014,461.

The Company intends to issue the Performance Rights to Mr Jackman as of 10 November 2009 and on or about 10 November 2010 and 10 November 2011.

No price is payable by Mr Jackman for the grant or exercise of the Performance Rights. Mr Jackman has agreed that if Resolution 4 is passed, he will forego the options granted to him under the Company’s existing option plan.

The Directors consider that, in order to align Mr Jackman’s interests with those of the shareholders, an appropriate Long Term Incentive Plan which rewards him for performance excellence must be implemented. Accordingly, the performance conditions attached to the Performance Rights are linked to the achievement of sustainable shareholder returns (measured by a relative Total Shareholder Return (“TSR”) target). This performance measure will focus Mr Jackman’s attention on building and maintaining the solid fi nancial performance of the Company, in order to deliver sustained growth in long-term shareholder value.

The Performance Rights granted to Mr Jackman in a given year will become exercisable (and the performance hurdle will be measured):

• as to the fi rst third of the relevant Performance Rights, at the completion of the 2 year period commencing on the date of issue of the Performance Rights;

• as to the second third of the relevant Performance Rights, at the completion of the 3 year period commencing on the date of issue of the Performance Rights; and

• as to the fi nal third of the relevant Performance Rights, at the completion of the 4 year period commencing on the date of issue of the Performance Rights,

and, in each case, subject to meeting the performance hurdles associated with the Performance Rights.

The performance hurdles measure the relative growth of the Company’s TSR performance from 10 November 2009, compared with that of the ASX200 Accumulation Index (including the Company but excluding resources and property trusts) (“TSR Benchmark”)[(1)] to 10 November in each year of measurement. In the event that the Company’s TSR performance in a given measurement period is greater than the performance of the 50th percentile of the TSR Benchmark, the Performance Rights will be exercisable as set out in the table below (and otherwise, will not be exercisable):

Percentile of the Company’s growth	% of the TSR Performance
in its TSR relative to growth for	Rights of the relevant tranche
the TSR Benchmark over the	of Performance Rights that
measurement period for the relevant	become exercisable
tranche of Performance Rights
At 50th percentile	50%
50th to 75th percentile	Pro-rata
At 75th percentile	100%

Worked example: An illustration of how the new Long Term Incentive Plan will operate is as follows:

• on 10 November 2010, the Company will issue the number of Performance Rights determined on that date in accordance with the above formula (the “2010 Example Performance Rights”). That calculation will occur as follows:

• on 10 November 2010, the Company will calculate the volume weighted average of the closing price of the Company’s shares on ASX for the immediately preceding 10 trading days. For the purposes of this example, assume that Resolution 5 is passed and the result of the calculation is $2.00;

• since this is greater than $1.776, that volume weighted average price will be used as the ‘Share Price Denominator’ in the formula;

• assuming a TFR of $1,014,461 for the year during which 10 November 2010 falls, the formula applies so that N = 760,846. That is, the number of 2010 Example Performance Rights issuable will be 760,846 (N) (and they will, subject to meeting the performance hurdles associated with the Performance Rights, be exercisable for a maximum of 760,846 ordinary shares in the Company);

• the performance hurdle for the fi rst third of the 2010 Example Performance Rights (ie 253,616 Performance Rights (being a third of 760,846) will be measured on 10 November 2012. Assuming the Company’s growth in its TSR relative to the Benchmark TSR between 10 November 2010 and 10 November 2012 is in the 72nd percentile, 182,604 of the fi rst third of the 2010 Example Performance Rights will be exercisable for 182,604 ordinary shares in the Company, being a number of ordinary shares equal to 72% of 253,616, the maximum number into which that third of the 2010 Example Performance Rights could have converted;

• the performance hurdle for, and number of ordinary shares issuable, if any, in respect of, the second and fi nal thirds of the 2010 Example Performance Rights will be measured in the same manner on 10 November 2013 and 10 November 2014, respectively (in each case, in respect of the Company’s growth in its TSR relative to the Benchmark TSR between 10 November 2010 and that date).

The Performance Rights will also be exercisable upon the occurrence of certain major corporate events.

Listing Rule 10.14 provides that an entity must not permit a director to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition.

Approval is sought for the proposed issue of Performance Rights and the issue of shares upon exercise of the Performance Rights in Resolution 4 to permit the Company to issue the Performance Rights and shares to Mr Jackman without breaching the prohibition on the acquisition of securities under an employee incentive.

For the purposes of Listing Rule 10.15A:

• (a) the maximum number of Performance Rights that the Company will issue to Mr Jackman is 2,570,425 Performance Rights, if Resolution 5 is passed (or 25,704,249 Performance Rights on a pre-consolidation basis). The maximum number of shares that the Company will issue to Mr Jackman upon exercise of the Performance Rights is 2,570,425 shares, if Resolution 5 is passed (or 25,704,249 shares on a pre-consolidation basis);

• (b) no price is payable by Mr Jackman for the grant or exercise of the Performance Rights;

• (c) no other Directors or other persons referred to in Listing Rule 10.14 have received securities under the Company’s new Long Term Incentive Plan;

• (d) no other Directors or other persons referred to in Listing Rule 10.14 are entitled to participate in the Company’s new Long Term Incentive Plan;

• (e) loans are not made available by the Company in connection with the Performance Rights; and

• (f) details of any Performance Rights or shares issued under the Company’s new Long Term Incentive Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of those securities was obtained under Listing Rule 10.14;

• (g) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the Company’s new Long Term Incentive Plan after Resolution 4 is approved, and who were not named in this notice of meeting, will not participate until approval is obtained under Listing Rule 10.14; and

• (h) the date by which the Company will issue the Performance Rights will be 18 December 2012, being a date no later than 3 years after the date of the AGM.

Listing Rule 7.1 places certain restrictions on the extent to which a listed company may issue certain securities without the approval of holders of ordinary securities. In effect, shareholder approval is required before the Company may issue or agree to issue securities representing more than 15% of securities of a class of security of the Company within a 12 month period. Listing Rule 7.2 provides certain exceptions to this 15% restriction imposed by ASX.

Exception 9 of Listing Rule 7.2 provides that an issue of securities to persons participating in an employee incentive scheme is excluded from the restriction in Listing Rule 7.1 if shareholders have approved the issue of securities under the scheme in a general meeting held not more than 3 years before the date of issue. The notice of such general meeting must contain or be accompanied by certain prescribed information for Exception 9 to apply. This information is set out in this item 4.

• (1) Directors will retain discretion to apply a different TSR Benchmark if the ASX 200 Accumulation Index ceases to be appropriate.

Exception 9 of Listing Rule 7.2 will give the Company greater fl exibility in the extent to which it can issue securities up to the full 15% limit imposed by ASX. To obtain this benefi t, shareholders are asked to approve of the issue of Performance Rights (and ordinary shares issuable upon their exercise) under the new Long Term Incentive Plan as an exception to Listing Rule 7.1 in the terms of Resolution 4. This approval will give effect to an exception to the 15% limit for 3 years from the date of the resolution. In accordance with Exception 9 of Listing Rule 7.2, shareholders are provided with the information above, along with the following additional summary details of the terms and conditions of the new Long Term Incentive Plan:

• rights in respect of the Performance Rights and new Long Term Incentive Plan are not transferable or assignable to any person;

• the terms and conditions of the Performance Rights and new Long Term Incentive Plan may be amended from time to time by resolution of the Company in general meeting in accordance with the Listing Rules; and

• in the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company before the expiry of any Performance Rights:

• the number of the Performance Rights to which the holder is entitled will be reconstructed in accordance with the Listing Rules; and

• the performance hurdles may be adjusted by the Board so that they fairly and reasonably refl ect the effect of the reconstruction on the Company’s growth targets.

Item 5 Consolidation of shares

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

ASX Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must advise shareholders of certain matters, which are set out below.

Background

Following the completion of the Company’s recent capital raising, the Company has over 4.5 billion shares on issue. This is an extremely large number of shares to have on issue and it subjects the Company to a number of disadvantages, including:

• additional share price volatility arising from the fact the minimum permissible share price movement permitted by the ASX (being 0.5 cents) represents a higher proportion of the Company’s share price than it would if the Company had a more typical share price;

• that the Company has a far greater number of shares on issue than comparable companies, meaning that its share price is far lower for reasons other than valuation;

• removing any negative perceptions associated with a low share price and earnings per share which are a fraction of a cent; and

• administrative inconvenience, including the need to calculate dividends to the nearest 0.1 cent.

The Directors believe that a consolidation of the shares would assist in eliminating or mitigating these disadvantages and would establish a share price more appropriate for a listed entity of its size and more comparable to those of its peer companies. Resolution 5 is conditional on Resolution 6 being passed.

Shares

Resolution 5 seeks, subject to Resolution 6 being passed, shareholder approval to consolidate the Company’s issued capital by consolidating every 10 shares into 1 share.

For example, if you held 10,000 shares before the consolidation, you would hold 1,000 shares after the consolidation, but the Company’s share price should, all other things being equal, increase to refl ect the consolidation and the smaller number of shares on issue.

If this Resolution is passed, the number of shares on issue will be reduced from 4,485,836,105 to 448,583,611.

Options

The Company has unlisted options on issue under its employee incentive plan. In accordance with the option terms and ASX Listing Rule 7.22, these options will be consolidated on the same basis as the shares, that is, every 10 options to acquire a share be consolidated into 1 option to acquire a share, and their exercise price amended in inverse proportions to the consolidation ratio. This will occur under the option terms.

The effect of the consolidation on the number and exercise price of options on issue is set out below (as at the date of the notice of meeting):

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Options Pre-consolidation Post-consolidation
Expiry Exercise Number Exercise Number
price price
31/03/10 $2.00 200,000 $20.00 20,000
8/08/10 $2.25 108,000 $22.50 10,800
4/10/10 $2.06 1,655,000 $20.60 165,500
4/10/10 $2.06 625,000 $20.60 62,500
31/10/11 $1.83 150,000 $18.30 15,000
31/10/11 $1.92 100,000 $19.20 10,000
25/10/11 $2.02 2,530,000 $20.20 253,000
31/10/11 $2.17 1,950,000 $21.70 195,000
31/10/11 $2.17 200,000 $21.70 20,000
18/08/12 $2.54 1,000,000 $25.40 100,000
26/9/12 $1.32 750,000 $13.20 75,000
1/10/12 $2.45 2,225,000 $24.50 222,500
1/3/13 $2.45 750,000 $24.50 75,000
1/07/13 $1.37 1,000,000 $13.70 100,000
26/9/13 $1.32 1,250,000 $13.20 125,000
31/10/13 $1.29 2,360,000 $12.90 236,000
31/10/13 $1.29 3,450,000 $12.90 345,000
26/9/14 $1.32 2,000,000 $13.20 200,000
25/10/15 $2.06 750,000 $20.60 75,000
----- End of picture text -----

Hybrids

ASX Listing Rule 7.21 provides that an entity which has convertible securities on issue may only reorganise its capital if the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefi t that holders of shares do not receive. The Company confi rms that, under the terms of its Hybrids, because of the manner in which the number of shares into which they convert is calculated, Hybrid holders will not receive a benefi t that holders of shares do not receive as a result of the consolidation other than in certain circumstances which are taking into account in the terms (see below).

If a reorganisation of shares (including consolidation) occurs during the period of 20 business days immediately preceding the Realisation Date (as that term is defi ned in the Hybrid terms) for the Hybrid, Hybrid holders would, absent clause 7.4(c) of the terms, have benefi ted from the consolidation. However, clause 7.4(c) provides for appropriate adjustments to be made by the Company to ensure that the Hybrid holders are in an economic position that is as similar as reasonable practicable to the economic position pre-consolidation. Such adjustments would constitute an alteration of the Hybrid terms which would need to be notifi ed to all holders. The proposed consolidation will not require an adjustment under clause 7.4(c).

Holding statements

From the date of the consolidation, all existing holding statements for shares and options will cease to have any effect, except as evidence of entitlement to a certain number of shares and options on a post-consolidation basis. After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to shareholders and optionholders. It is the responsibility of each shareholder and optionholder to check the number of shares and options held prior to a disposal.

Fractional entitlements and unmarketable parcels

Not all shareholders and optionholders will hold a number of shares and options which can be evenly divided by 10. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole share or option.

Listing Rule 8.10.1(h) allows an entity whose securities are listed on ASX to request that the ASX Settlement and Transfer Corporation Pty Limited ( ASTC ) apply a holding lock, or refuse to register a paper-based transfer, in specifi ed circumstances including where the registration of that transfer will create a new holding which at the time the transfer is lodged is less than a marketable parcel (ie a holding less than $500 in value).

The Company has requested that a holding lock be in place in order to prevent the danger of shareholder abuse or manipulation through the splitting of holdings into multiple unmarketable parcels ahead of the proposed share consolidation.

Taxation implications

Shareholders and optionholders are advised to seek their own tax advice on the effect of the consolidation and neither the Company, nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation implications arising from the consolidation.

Indicative timetable

	Event	Date
	Announcement of consolidation	16 November 2009
	Record date to determine eligibility	Close of business
	to vote at the AGM	16 December 2009
	AGM, including resolutions to approve	18 December 2009
	consolidation and constitution
	amendment
	Company announces to ASX that	18 December 2009
	shareholders have approved
	consolidation and constitution
	amendment
	Last day for ASX trading of shares on a pre-consolidated basis	18 December 2009
	Last day for optionholder to lodge
	notice of exercise of options on
	a pre-consolidated basis
	Trading in consolidated shares, on a	21 December 2009
	deferred settlement basis, starts
	Last day for Company to register share	29 December 2009
	transfers on apre-consolidatedbasis
	Last day for Company to issue shares
	resulting from exercise of options on
	apre-consolidatedbasis
	First day for Company to register share	30 December 2009
	transfers on aconsolidatedbasis and
	f rst day for Company to issue holding
	statements for shares and options on
	a consolidated basis
	Company announces to ASX that	6 January 2010
	despatch of the new holding
	statements has occurred
	Deferred settlement trading ends
	Normal T+3 trading in consolidated	7 January 2010
	shares starts on ASX
	Settlement of trades conducted on a	12 January 2010
	deferred settlement basis and f rst
	settlement of trades conducted on the
	normal T+3 basis

Item 6 Amendment to Constitution

Background

Resolution 6 seeks, subject to Resolution 5 being passed, shareholder approval to alter the Constitution of the Company so that any fractions arising as a result of a consolidation or other capital reconstruction of the Company may be dealt with in one or a combination of ways – by determining that fractions are to be rounded up, down or to the nearest whole share, or by appointing a nominee to sell fractions and either distribute the net proceeds to the members who would otherwise have been entitled to the fractions or to one or more charitable bodies.

It is proposed that the Constitution of the Company be amended to insert a new Rule 8.9.7 in the following terms:

“That, subject to Resolution 5 being passed, the Constitution of the Company be amended by inserting the following Rule 8.9.7 after Rule 8.9.6:

The directors may do anything required to give effect to any resolution altering the company’s share capital, including, where a member becomes entitled to a fraction of a share on a consolidation:

• (a) determining that fractions may be rounded up, down or to the nearest whole share in order to adjust the rights of all parties; and/or

• (b) appointing a trustee to sell any fractions on behalf of members, and to deal with the proceeds of any such sale in accordance with the following provisions.

If they determine to exercise their powers under paragraph (b), the directors shall procure as soon as is reasonably practicable that the aggregate of all the fractional entitlements to shares resulting from the consolidation are sold on ASX and that the appointed trustee distribute the net proceeds of the sale to those members entitled to a fraction of a share on consolidation in proportion to their fractional entitlements or to one of more charitable bodies nominated by the directors to receive such net proceeds. For this purpose, each member entitled to or who would otherwise be entitled to a fraction of a share on consolidation in proportion to their fractional entitlements shall irrevocably appoint each of the company and the secretary of the company severally as its attorney to complete and execute such instruments on the member’s behalf as the attorney thinks necessary or desirable to give effect to the sale. The company shall bear all the costs of a sale made pursuant to this rule.”

Board Recommendation

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

VOTING

Record Date

The Directors have determined that the persons eligible to vote at the AGM will be those persons who are registered shareholders at close of business, Wednesday, 16 December 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at 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 specifi ed.

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

Registered Off ce	Share Registry
The Company Secretary	Elders Limited
Elders Limited	C/- Computershare
Level 3, 27 Currie Street	Investor Services Pty Ltd
Adelaide SA 5000	GPO Box 242
	Melbourne VIC 3001

Custodian Voting

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Attorneys

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

Corporate Representatives

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

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

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

Conduct of Annual General Meeting

1. The Chairman and the Chief Executive Offi cer will generally answer questions on behalf of the Board and the management team, respectively. If questions cannot be answered at the AGM, the Company will seek to provide a response to the shareholder as soon as possible after the annual general meeting.

2. At the annual general meeting, the Company will inform shareholders of the proxy position with respect to the resolutions to be considered by the annual general meeting, and how the Chairman intends to vote undirected proxies.

3. We ask that shareholders:

4. (a) are courteous and respectful to all attendees at the AGM, including not photographing, videotaping or recording the meeting;

5. (b) keep their questions to a reasonable length to allow as many shareholders as possible to participate; and

6. (c) confi ne their questions to matters being considered at the AGM and matters relevant to shareholders as a whole.

7. Questions relating to the shareholder’s personal circumstances can be raised with the Company or Computershare representatives who will be available at the AGM.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4:

• a Director, and, if ASX has expressed an opinion under Listing Rule 10.14.3 that approval is required for participation in the relevant employee incentive scheme by anyone else, that person (“Excluded Person”); and

• an associate of a Director or Excluded Person.

or by facsimile on: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

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

by no later than 10.00am (Adelaide Time), Wednesday, 16 December 2009.

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 Identifi cation Number (HIN) and postcode as shown on the proxy form. You will have taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.