ELDERS LIMITED — Board/Management Information 2008

Sep 28, 2008

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29 September 2008

Company Announcements Australian Securities Exchange

Futuris appoints Malcolm Jackman as Chief Executive Officer and Managing Director

Futuris announces that Malcolm Jackman has been appointed Chief Executive Officer and, subject to the completion of formalities, Managing Director of the Company by the board of directors effective from today. Malcolm Jackman succeeds Les Wozniczka who resigned on June 25, effective upon the appointment of a successor, and who has completed employment with Futuris.

Malcolm Jackman was previously Chief Executive Officer and Managing Director of Coates Hire Ltd, an ASX 200 listed company, from 2003 until its sale in January 2008. Prior to Coates Malcolm Jackman was CEO of Manpower Australia/New Zealand from 1996 – 2003.

“Malcolm Jackman brings to Futuris proven and successful experience as the CEO of a publicly listed company and a strong track record in leadership, communication with stakeholders and share-price-accretive growth” said Futuris Chairman Stephen Gerlach.

“The skills Malcolm Jackman has demonstrated in the execution of corporate structure rationalisation are particularly pertinent to the priorities for Futuris identified by the board earlier this year” said Stephen Gerlach.

“Moreover his experience at both Coates Hire and Manpower has given Malcolm hands-on understanding of branch-network related businesses that is highly relevant to our Elders operations.”

Malcolm Jackman said he was delighted by the opportunity to join an organisation with Futuris’ assets at an opportune time for the Australian and New Zealand agriculture sectors.

“Futuris has strong core operations with broad exposure to the soft commodities sector. In particular it’s exciting to be part of an organisation with the history, scale and iconic reputation of Elders at period of such growth and opportunity.

“The sector has outstanding prospects and Futuris has the assets and presence to play a key role in the development of world class agribusiness” said Malcolm Jackman.

“The board has identified the strategic priorities for Futuris to translate this potential into greater value for shareholders. Execution of this strategy will result in an organisation which is much more tightly focussed around the Australian rural and regional sector, more conservatively geared and value adding for shareholders. I believe my background and experience are well suited to the Company’s agenda and look forward to working with directors and the executive management team as we take the decisions and action to achieve this objective” Malcolm Jackman said.

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A summary of the key elements of the CEO remuneration package follows as an annexure.

Outgoing Chief Executive Officer Les Wozniczka concluded his appointment on Friday 26 September.

“The Board extends its best wishes to Les Wozniczka for his future endeavours and its appreciation for his considerable contribution to the Company over 13 years as an adviser, Chief Operating Officer and finally CEO since 2003. Les leaves Futuris with a very good portfolio of agri-businesses on which the Company can base its future growth,” said Mr Gerlach

A copy of Malcolm Jackman’s CV is attached.

29 September 2008

Further Comment:

Stephen Gerlach 08 8425 4999 Malcolm Jackman 08 8425 4999

Further information:

Don Murchland 0439 300 932

Annexures:

Annexure A: Summary of key terms of employment agreement Annexure B: Malcolm Jackman Curriculum Vitae

Annexure A Summary of Key Terms of Employment Agreement

The key terms of Mr Jackman’s employment agreement are set out below. The terms have taken into account the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations as well as industry practice.

The remuneration package has been structured to ensure alignment of Mr Jackman’s remuneration with the achievement of the Company’s objectives and reviewed by independent remuneration consultants, Egan Associates.

(a) Term of contract:

• Mr Jackman’s contract commences on 29 September 2008 and has no fixed term.

(b) Remuneration

• Fixed Pay – Base remuneration for the 12 months commencing 29 September 2008 is $1,000,000 per annum, together with any obligations under the Superannuation Guarantee legislation, and is subject to annual review by the Remuneration Committee;

• Short Term Incentive (STI) - The STI benefit is determined by the Board after each annual performance review and can range from 0% to 100% of base remuneration. Mr Jackman may elect to take part or all of the STI benefit in the form of deferred shares in lieu of cash (subject to shareholder approval);

• Long Term Incentive (LTI)- Mr Jackman has been issued 4 million performance options under the Futuris Employee Share Option Plan at an exercise price of $1.32 being the volume weighted average price of the Company’s shares traded on the ASX in the month prior to his appointment. The performance shares were issued in 3 tranches:

Option Tranche	Options Issued	Issue Date	Measurement Period	Exercise Period	Expiry Date
Tranche 1	750,000	26 Sept 2008	26 Sept 2008 to 26 Sept2010	26 Sept 2010 to 26 Sept2012	26 Sept 2012
Tranche 2	1,250,000	26 Sept 2008	26 Sept 2008 to 26 Sept2011	26 Sept 2011 to 26 Sept2013	26 Sept 2013
Tranche 3	2,000,000	26 Sept 2008	26 Sept 2008 to 26 Sept2012	26 Sept 2012 to 26 Sept2014	26 Sept 2014

• Mr Jackman can only exercise the options to the extent that he meets certain performance hurdles based on the Company’s Relative Total Shareholder Return compared to the S&P ASX200 Accumulation Index (including the Company but excluding resources and property trusts) over the prescribed Measurement Periods.

• Relative TSR must be at or above the 50[th] percentile for any options to vest. Full vesting occurs if relative TSR is at (or exceeds) the 75[th] percentile of the comparator group, scaling down on a pro rata basis to 50% vesting for performance at the 50[th] percentile.

• The amount and terms of subsequent grants will be determined by the Board and will be subject to shareholder approval.

(c) Termination of Employment

• Employment may be terminated by either the Company or Mr Jackman on 12 months’ notice.

• Resignation by the CEO on 12 months notice – In this case all unexercised performance options will expire unless otherwise determined by the Board. The Company may elect to pay out all or part of the notice period.

• Termination by Company on 12 months notice – In this case Mr Jackman would be entitled to that part of the STI that the Board determines reflects the performance against performance KPIs. He would also be entitled to exercise all vested options and receive an amount in lieu of performance options issued but not exercisable at the discretion of the Board having regard to the performance of the Company against the outstanding performance hurdles. The Company may elect to pay out all or part of the notice period.

• Termination by Company without notice - the Company may terminate employment immediately in the case of serious misconduct. In this case no STI will be paid in respect of the current performance period and all unexercised performance options would expire on termination, unless the Board determines otherwise.

• Termination arising from Disablement – The Company may terminate employment in the case of a sustained period of incapacitation due to illness or accident. In this case the Company would pay Mr Jackman, or his estate 100% of the base remuneration on termination and a pro rata proportion of the STI .

• Termination on change of control - If Mr Jackman gives 3 months notice of termination following a change of control that leads to a material diminution in his role and responsibilities he will be entitled to between 12 and 24 months base remuneration in lieu of notice.

(d) Non-competition and Non-solicitation

• After cessation of employment Mr Jackman will be restrained from participating in a business in competition with the Company in Australia and soliciting Company staff within Australia for the 12 month period from his termination date.

(e) Condition

• The contract is subject to Mr Jackman continuing to meet the Company’s prudential criteria including a fit and proper person test.

Annexure B:

MALCOLM JACKMAN

PERSONAL DETAILS

NAME	Malcolm Geoffrey Jackman
QUALIFICATIONS
New Zealand	BSC - Auckland University,
	(Pure & Applied Mathematics)
	BCom - Auckland University,
	(Accounting)
New Zealand	Fellow Australian Institute Company Director
	(FACID)
OUTSIDE BUSINESS	Director - Rubicor Group Ltd
ACTIVITIES	NSW Executive Member & Councillor – Australian Industry
	Group (AiG)
	Business Advisory Council - Anacacia Capital
	Life Member, Recruitment & Consulting
	Services Association (RCSA)

CAREER SUMMARY

2003	– 2008	Chief Executive Officer & Managing Director
		Coates Hire, Australia
1996	– 2003	Chief Executive Officer
		Manpower Australia / New Zealand
1987	– 1995	Adia (now Adecco), New Zealand / Australia /USA
1984	– 1987	Slade Consulting Group
		McDougall Rodgers & Associates
1970	– 1984	Royal New Zealand Navy

CAREER DETAIL

Coates Hire Ltd

Chief Executive Officer & Managing Director

2003 - 2008

Coates is Australia’s largest equipment rental business. Until January 2008 the company was publically listed and was part of the ASX200. On 9 January 2008 it was sold to a consortium comprising of Carlyle and National Hire Group for $2.9 billion and delisted.

• Share price on 4 February 2003 was $2.04.

• Share price on sale and delisting was $6.59 including a $0.53 fully franked special dividend

• Completed 40 acquisitions over 5 years

• Divested Coates Conrent and Coates Rentair

• Significant growth investment through multiple project extensions ($265m in FY06 and FY07)

• Rationalisation of group structure in 2007

• Raised $450m in debt through US Private Placement market

• Raised $150m in equity through rights issue in September 2005

• Investment in various IT platform upgrades in particular Oracle ERP and upgrading main operating system to an open technology platform

• Ongoing improvement in safety culture and performance leading to improvement in workers compensation costs.

• Invested in multiple people development programs including apprenticeships, traineeships, MDP, Bridging Potential, Leadership Development Programs and Executive Development.

• Large property upgrades including new major facilities in Brisbane and Sydney, upgrades in Melbourne and Perth plus new regional facilities in Port Hedland and Mackay.

• Major provider to significant global events such as M2006, APEC and WYD08.

• Complete revamp of branding and marketing strategy

Manpower Australia/New Zealand

Chief Executive Officer

1996 - 2003

Manpower is a global leader in the recruitment and temporary labour market.

• Assumed responsibility as Manpower Inc purchased back existing franchise

• Grew branch network from 5 to 95 branches

• Revenues increased from $20m to $400m

• Established regional headquarters and regional shared service centre

• Managed temporary/contract workforce for Compaq/HP (approximately $250k/week).

• Awarded contract to manage all recruitment activity for Australian Defence Force.

Adia (now Adecco) New Zealand / Australia / USA

1987 - 1995

• General Manager (Aristos/Club Vitae) - New Zealand

1987 – 1990

• Director of Sales – Australia

• 1991 – 1992

• Regional Sales & Marketing Director – Australia/New Zealand

1993 – 1994

• Vice President North America Sales - USA

Slade Consulting Group – New Zealand Managing Director

1985 - 1987

McDougall Rodgers & Associates

Director

1984 – 1985

Royal New Zealand Navy

Midshipman to Lieutenant Commander

1970 - 1984

• Joined as General List Officer in the Executive Branch

• Qualified Ship Command, Qualified Advanced Warfare Officer (Communications), Qualified Principle Warfare Officer, Qualified Watch Keeper

• Awarded Herbett Lott Prize – Top Graduating Officer, PWO Course, Royal Navy, 1980 (UK))

• • Awarded Captain Jackson Everett Prize, Top Graduating Officer, AWO Course Royal Navy 1982 (UK)