ELDERS LIMITED — AGM Information 2011

Nov 16, 2011

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17 November 2011

Invitation to attend the 2011 Annual General Meeting

Dear Shareholder

On behalf of the Elders Board, it gives me great pleasure to invite you to attend the Company’s 57th Annual General Meeting (“AGM”) to be held at 10.00am on Tuesday, 20 December 2011 at Hall A, Adelaide Convention Centre, North Terrace, Adelaide, South Australia.

At the meeting, we will present to shareholders our review of the Company’s financial results for the 12 month period ended 30 September 2011. The Notice of Meeting details the business to be dealt with at the meeting.

The Notice of Meeting and Proxy Forms are included with this letter. The 2011 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 2011 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 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.elders.com.au.

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

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John Ballard Chairman

Elders Limited ABN 34 004 336 636 Registered office: Level 3, 27 Currie Street, Adelaide, South Australia 5000 Postal Address: GPO Box 551, Adelaide, South Australia 5001 Telephone: (08) 8425 4000 Facsimile: (08) 8410 1597

A N N U A L GENERAL 2011 MEE TING

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Notice is hereby given that the 57th Annual General Meeting of Shareholders of Elders Limited (“Company”) will be held at Hall A, Adelaide Convention Centre, North Terrace, Adelaide, South Australia on Tuesday, 20 December 2011 commencing at 10.00am (Adelaide time).

Ordinary Business

1. Financial Statements and Reports

To receive and consider the Financial Report and the Reports of the Directors and the Auditor for the 12 month period ended 30 September 2011. No vote is held in connection with this item.

2. Remuneration Report

To receive and adopt the Remuneration Report (which forms part of the Directors’ Report) for the 12 month period ended 30 September 2011. Note that the vote on this item is advisory only and does not bind the Directors or the Company.

3. Re-election of Directors

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

3.1 Re-election of Mr J Hutch Ranck

“That Mr J Hutch Ranck, 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 Raymond G Grigg

• “That Mr Raymond 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.”

4. Election of Directors

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

4.1 Election of Ms Anna Buduls

“That Ms Anna Buduls, 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”.

4.2 Election of Ms Josephine M Rozman

“That Ms Josephine M Rozman, 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

5. 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 28 October 2008 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

Explanatory Notes

The following notes have been prepared to assist shareholders to better understand the business to be considered by shareholders at the 2011 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 12 month period ended 30 September 2011 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, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

A copy of the 2011 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 2011 Annual Report is located on the Company’s website at:

http:investor.elders.com.au/publications .

The Corporations Act and the Constitution of the Company do not require shareholder approval of these Reports. Accordingly, no vote is held in connection with this item.

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 37 to 58 of the Company’s 2011 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 its Directors. However, the Board will take the outcome of the vote and the views of shareholders into

consideration when reviewing remuneration policies and practices.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors who were in office at the time that the Remuneration Report was approved by the Board (other than the Managing Director and CEO) will cease to hold office and, should they wish to continue as a director, may stand for re-election.

Peter Hastings Company Secretary 17 November 2011

Voting Exclusion Statement ( Corporations Act )

The Company will not accept any votes cast on this resolution:

• by or on behalf of a member of the Key Management Personnel of the Company (KMP), whose remuneration details are disclosed in the Remuneration Report (including the directors) or their closely related parties; or

• as a proxy by a member of the KMP or a KMP’s closely related party.

However, such a person may cast a vote on this resolution if they do so as a proxy for a shareholder who is entitled to vote, in accordance with a direction on the proxy form.

Important Note: If you appoint the Chairman of the meeting as your proxy, you should be aware that if you do not provide a voting direction in respect of Item 2 on the proxy form, you will be deemed to have directed the Chairman of the meeting to vote in favour of Item 2. The Chairman of the meeting intends to vote all available proxies in favour of this item. A shareholder may appoint the Chairman of the meeting as proxy and direct him to cast the votes contrary to the Chairman’s stated voting intentions, or to abstain from voting on that resolution.

Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

Item 3 Re-election of Directors

In accordance with Rule 8.1.5(b) of the Constitution of the Company, Mr J Hutch Ranck and Mr Raymond G Grigg will retire by rotation at the AGM. Both Mr Ranck and Mr Grigg offer themselves for re-election.

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

Item 3.1 Re-election of Mr J Hutch Ranck

Mr Ranck - age 63 - Non-executive member of the Board since June 2008. He is also Chairman of the Occupational Health and Safety Committee and a member of the Nomination and Prudential Committee and Remuneration and Human Resources Committee.

Mr Ranck had a long and distinguished career with DuPont where he held senior management positions in Australia and overseas in finance, chemicals, pharmaceuticals and agricultural products. He retired as Managing Director of DuPont Australia & New Zealand and Group Managing Director for DuPont operations in ASEAN on 31 May 2010. He is currently a director of the CSIRO and the Australian Bush Heritage Foundation. Mr Ranck is a resident of New South Wales.

Mr Ranck will make a comment in support of his re-election at the meeting.

Item 3.2 Re-election of Mr Raymond G Grigg

Mr Grigg - age 70 - Non-executive director of the Board since February 2004. He is also a Non-executive director of Futuris Automotive Group of companies, and a member of the Audit, Risk and Compliance Committee and Occupational Health and Safety 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 Mr Grigg held a number of senior positions both in Australia and overseas. At retirement, Mr Grigg was President and Representative Director, General Motors Asia Pacific (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 Chairman and President of the Royal Automobile Association of SA Inc, Chairman of RAA Insurance Ltd, President of the Australian Automobile Association, President - Federation Internationale De L’Automobile (FIA) - Asia Pacific Region and Deputy Chairman of Bedford Industries Inc. Mr Grigg is a resident of South Australia.

Mr Grigg will make a comment in support of his re-election at the meeting.

Recommendation

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 of each Director.

Item 4 Election of Directors

Ms Anna Buduls and Ms Josephine Rozman were appointed to the Board in November 2011. Pursuant to Rule 8.1.5(a) of the Constitution, Ms Buduls and Ms Rozman hold office until the AGM at which time they will retire and offer themselves for election.

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

Item 4.1 Election of Ms Anna Buduls

Ms Buduls - age 60 - had a career in the fields of advertising, financial journalism and finance (with Macquarie Bank and Westpac) before embarking upon a career as a Non-Executive Director, which she has pursued for over 17 years. She has been a director of a number of companies with particular relevance to the requirements of Elders, including the Australian Wheat Board, Australian Dairy Corporation and Freedom Group Limited. She is currently a director of Centro Properties Group, Centro Retail Group, SAI Global Limited, the Foreign Investment Review Board and the Federal Government’s Social Inclusion Board. She holds a Bachelor of Arts from the University of Sydney and a Master of Commerce from the University of New South Wales. Ms Buduls is a resident of New South Wales.

Ms Buduls will make a comment in support of her election at the meeting.

Item 4.2 Election of Ms Josephine M Rozman

Ms Rozman - age 52 - has over twenty years sales, marketing, management and CEO experience across a diverse range of industries globally including working in the USA and Asia. After working for PriceWaterhouse in Sydney and San Francisco, she worked in the successful establishment of several businesses in the USA including a wine import and distribution company and a biotechnology company servicing the beverage and food industries. She has previously worked as Asia Pacific Marketing Director for a multi-national FMCG company, as Financial Controller of a commodity trading company and CEO of a Victorian wine company. She is a Chartered Accountant, holding a Bachelor of Economics from the University of Sydney, and a graduate of the Australian Institute of Company Directors. She is currently a director of Wine Australia Corporation where she chairs both the Audit and Finance Committee and the Knowledge Development Advisory Committee. Ms Rozman is a resident of New South Wales.

Ms Rozman will make a comment in support of her election at the meeting.

Recommendation

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

Item 5 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 28 October 2008 it ceased to have effect on 28 October 2011. 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.

Rule 6 is reproduced 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.

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 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. However, 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.

Recommendation

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.

Rule 6 of the Company’s 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.

6.2 Transfers not to be registered

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.

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

• (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

Voting

Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the persons eligible to vote at the AGM will be those persons who are registered shareholders at 10am (Adelaide Time), Sunday, 18 December 2011. 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 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:

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

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

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

by no later than 10am (Adelaide Time), Sunday 18 December 2011.

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 taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

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 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 by no later than 10am (Adelaide time) on Sunday, 18 December 2011.

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

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

A N N U A L GENERAL 2011 MEE TING

• (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.

Transfer of non-Chair proxy to Chair in certain circumstances

If:

• a poll is duly demanded at the Annual General Meeting in relation to a proposed resolution; and

• a member has appointed a proxy (other than the Chairman) and the appointment of the proxy specifies the way the proxy is to vote on the resolution; and

• that member’s proxy is either not recorded as attending the meeting or does not vote on the resolution,

the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for the member for the purposes of voting on that resolution and must vote in accordance with the written direction of that member.

Conduct of Annual General Meeting

1. The Chairman and the Chief Executive Officer will generally answer relevant 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 AGM.

2. At the AGM, the Company will inform shareholders of the proxy position with respect to the resolutions to be considered by the AGM, 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 AGM;

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

6. (c) confine 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.

ELDERS LIMITED ABN 34 004 336 636