ELDERS LIMITED — Capital/Financing Update 2008

Nov 30, 2008

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1 December 2008

Company Announcements Platform Australian Securities Exchange

“Agenda for Change” set out for Futuris

• Comprehensive restructure around single company

• Change in company name to Elders Limited

• Business model overhaul to become a cash-focussed owner operator

• Equity investments to be rationalised

• Change in reporting date

[Dec 1, Sydney] Recently appointed Futuris CEO Malcolm Jackman today announced a plan to comprehensively overhaul the company and return the iconic brand of Elders to the ASX listings.

The “Agenda for Change” will concentrate the company on its best assets, make full use of Elders’ brand power and put in place the business model, structures and discipline to generate improved value for shareholders.

The “Agenda for Change” follows Malcolm Jackman’s completion of a two month review of Futuris and its operations following his appointment in September and Board support for the changes.

The key changes include:

• Abandonment of the company’s “holding company” business structure in favour of a single company structure, built around Elders.

• Restructuring and rationalisation of the company’s asset base to concentrate on three core operational areas: Rural Services, Financial Services and Forestry;

• Changing the company name to Elders Limited .

• Changing the annual accounts balance date to 30 September to bring reporting into line with the seasonal nature of the company’s business.

• Discontinuation or divestment of a number of assets and operations that are not relevant to the Elders Limited business or are non-performing. Assets scheduled for divestment are estimated to generate cash proceeds of approximately $350 million upon completion.

• Anticipated writedowns and impairments of $204 million after tax from the writedown of assets which will be discontinued or divested ($138 million) and the impairment of assets to be retained ($66 million). The impact of these adjustments is expected to be offset to a significant degree by the anticipated cash proceeds and gain arising from the sale of the company’s shareholding in Australian Agricultural Company (which is currently the subject of an ongoing sales process) and other non core assets . In aggregate the divestment of non-core assets

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proposed in the Agenda for Change is expected to realise cash of approximately $350 million.

• Streamlining of management and reporting structures reflecting the change in business model from holding company to single company and to bring senior management closer to clients and customers. Subsidiary board structures for Elders, Elders Rural Services, Elders Financial Services and ITC will be disbanded. The boards of Elders Insurance (where prudential regulation requirements apply) and the Elders Rural Bank joint venture will not be affected.

• Cash generation metrics to be given critical and consistent significance in capital allocation and business management decisions.

• Commitment to more transparent, simpler financial and ASX reporting

Announcing the changes Malcolm Jackman said: “We are committing to a total change in how the company operates, is structured, reports and engages with its stakeholders.

“The constant and core element of the agenda is Elders and its core operations which will reap the benefits by being the central element of a cash focussed owner-operator culture.

“Ultimately this agenda is directed to deliver shareholder value. We have a wonderful asset in Elders and tremendous potential in forestry.

“We are concentrating our resources, restructuring and making every necessary change to get the best performance from these assets, so that we as a company can fully exploit the unmatched respect the Elders brand commands. This will give investors more direct, more profitable and less complicated exposure to Elders,” Mr Jackman said.

To achieve this, the “Agenda for Change” incorporates exit from at least 10 different noncore businesses or assets. Mr Jackman said that timing of the divestment/exit program will be determined by shareholder value considerations in the context of factors such as market conditions and trading results.

Assets scheduled for divestment, and those affected by writedowns are detailed and discussed in the annexure to this announcement.

The “Agenda for Change” is expected to result in improved financial returns through the discontinuation and divestment of non-performing assets, reduction in interest expense as debt levels fall and the uplift in Elders performance through its business transformation project.

Elders Business Transformation project

The Elders Business Transformation Project completed its second stage on 26 November with the finalisation of the Support Centres Review.

The Review re-evaluated back office and support functions for Elders Rural Services with the objective of creating a network support system that is more economic and better structured to meet the needs of the Elders network.

As a result of the review, Elders has moved to a new back office support structure which will result in a reduction of 140 in the number of required positions. Salary and other cost savings resulting from the implementation of the new structure are estimated to be $30 million on an annualised basis.

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Costs to implement the new structure, including redundancy costs are estimated to be $38 million, virtually all of which will be incurred in the 2008 first half and which have been recognised as a non-recurring item.

Savings arising from the restructuring are expected to support Elders achievement of earnings growth for the 2009 financial year, notwithstanding first half results forecast to be lower than the previous year as advised to the company’s AGM.

Further Comment:

Malcolm Jackman 0439 642 876 Chief Executive Officer

Further information:

Don Murchland 0439 300 932 Investor Relations Manager

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Divestments, discontinuation writedown and impairments under Agenda for Change announced 1 December

Asset	Asset	Action	BookValue$million	Est. Pre-tax P&LImpact1$million	Comments	Comments
AACO(43% shareholding)		Sell	126	+1352	As announced previously shareholding considered non-core andshareholder value interests served by realisation of capital and reinvestmentin our core businesses
Non-core assets held for sale
Webst(32% s	erhareholding)	Writedown & Sell	21	- 4	Decision to divest minorityWritedown of book to mark	shareholdings other than joint ventures.et value reflects share price movements.
Amcom(18% s	hareholding)	Writedown & Sell	19	- 8	Writedown of 18.4% sharebookbuild. Write down refle	holding following divestment of 31.6% viacts reduction in market value of listed securities.
Aquac	ulture Assets	Sell	26	-	Shareholdings in Aqa Oystfalls outside rural and regio	ers and Seafood Delicacies. To be divested asnal focus.
Fodder & horticulture	& htilt	Witd & ll	9	-4	Witd t ki h
		reown se
Abattoir interests		Writedown & sell	10	-5	Minority (20%) shareholdings in Harvey Beef and Kilcoy abattoirs to bedivested. Impairment to revalue to current realisable value.
Run Corporation(convertible notes)		Writedown & sell	10	-10	Falls outside strategic focus on rural and regional performing business anddecision to divest minority shareholdings other than joint ventures. Value ofconvertible notes written down to nil.
Aspen		Writedown & sell	19	-11	25% shareholding in closed property trust to be divested as falls outsidestrategic focus on performing rural and regional business. Impairment to fairvalue has been made in light of reduced valuations for property trusts.
Total Non-core assets held for sale:-$42

1 Estimates are indicative projections only. Final position will not be determined until finalisation of accounts or at the time of divestment. 2 Based on 90 Day VWAP of $2.35

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Writedown of assets to be closed

Asset	Action	BookValue$million	Est. Pre-tax P&LImpact1$million	Comments
Wool processing(Germany & Turkey)	Writedown &exit	160	-110	Operation to be closed as uneconomic. Cash inflow of $55 million approx.projected through the sale of plant and working capital.
Impairments to assets retained
Timber processing	Writedown	137	-19	Impairment of assets to reflect revised view of earnings capacity followingdownturn and impact on utilisation of reduced log resource availability.Performance has been steadily improving but is closely linked to buildingactivity levels which are slowing.
FEA	Writedown	102	-35	Writedown made to valuation of 31% shareholding to reflect conservativeestimates of realisable NTA.
Livestock carrier MVTorrens	Writedown	21	-16	Change from valuation methodology from independent valuation to DCFbased value
Plantech	Writedown	3	-1	Impairment on basis of current and anticipated cash flows under DCFmethodology.
Estimated total impairment to assets to beretained-71
Total writedown & impairments-223
Indicative Balance Sheet impact-88Includes estimated gain on sale of AAco shareholding
Anticipated cash proceeds>~350To be realised progressively as divestments completed and applied tobalance sheet/debt reduction

1 Estimates are indicative projections only. Final position will not be determined until finalisation of accounts or at the time of divestment.

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