ELDERS LIMITED — Capital/Financing Update 2011

Sep 1, 2011

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2 September 2011

Elders secures early refinancing

• Major simplification of finance syndicate

• AAA rated agribusiness specialist Rabobank to join syndicate

• Term debt extended to 2014

• $34 million increase in committed cash facilities

Elders (ASX:ELD) announces that it has completed a refinancing of its core debt facilities that delivers extended tenure, increased committed cash facilities, a simplified and smaller financing syndicate and introduces a new financier, the AAA-rated agribusiness specialist Rabobank .

The new $374 million finance package has been agreed with a syndicate of 5 banks and replaces the previous structure which involved 8 banks and 19 US private placement (USPP) noteholders. Term debt tenure has been extended from 30 September 2012 to 30 June 2014, and short term facilities’ tenure extended by 12 months to 31 December 2012. Committed cash lines have been increased by $34 million.

The refinance has re-aligned the classification of Elders’ debt from being largely current to largely noncurrent debt. Less than 15% of the facilities established by the new agreement are expected to be classified as current debt.

Chief Executive Malcolm Jackman said that the refinance is “a very positive step forward for Elders and a pleasing vote of confidence in the business and its prospects. Against the backdrop of heightened uncertainty in international financial markets, Elders has secured early extension to its term debt and the entry of one of the world’s leading specialist agribusiness bankers into its syndicate.

“We are very pleased to welcome Rabobank as a core relationship financier and to receive recommitment from our ongoing core financiers National Australia Bank, ANZ, Commonwealth Bank and Rural Bank, whose long term support is appreciated. We look forward to a long and productive relationship with the new syndicate” he said.

“Achieving consolidation to a group of five banks is expected to provide a much more focussed vehicle for all parties involved” he said. “Elders have appreciated the long term commitment and support shown by all members of the previous syndicate. However, the involvement of a major commitment from a new financier has afforded the opportunity for simplification, consolidation and extension of the overall debt maturity profile.”

Malcolm Jackman said that the simplification had enabled a structure more aligned with the current needs of the business and is expected to be easier for all parties to manage on a day-to-day basis.

In contrast to the previous structure of multiple lines of covenant and non-covenant debt, the new structure (refer summary provided in annexure) adopted a customary approach of term, working capital and contingent facilities with covenant testing being conducted on a ‘whole of debt’ basis. Financial ratio covenants have been restructured and reset accordingly.

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“The outcome is that, while the total quantum is lower than its predecessor, we consider the new package to be clearly a more workable solution for the Company thanks to the increase in committed cash lines and other improvements” said Malcolm Jackman.

“We think it reflects the progress that Elders has made, as well as the work that is ongoing to achieve satisfactory financial results. The fact that we have been able to secure an early extension and more standardised structure and financial metrics testing is clearly affirmative“ he said.

The package also provides incentive for Elders to complete capital release, restructuring and deleveraging initiatives currently underway, principally those announced with the 2011 Half Year Financial Results, and complete associated reviews.

The refinance will result in some charges against the Company’s 2011 Profit and Loss including: the acceleration of the debt restructure provision that was being amortised in line with the term of USPP debt ($8.6 million, non-cash) and costs incurred and anticipated in completing the refinance, estimated to range between $2 million to $3 million. As non-recurring items, these charges will be excluded from underlying profit.

The revised finance package does not contain any express restrictions on the payment of distribution on ELDPA hybrid securities. The payment of ordinary dividends will be subject to the Company satisfying a Net Leverage Ratio of less than 3.5x at the last calculation date and satisfaction of an Elders board approved dividend policy. No decision has been made in relation to the payment of dividends or distributions on either class of securities.

Further Comment:

Malcolm Jackman Chief Executive Officer 0439 642 876

Further information:

Mark Hosking Chief Financial Officer 0439 833 816

Don Murchland General Manager, Investor and Corporate Relations 0439 300 932

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Annexure

Outline of Elders Refinance Structure

$ million	Previous	New	New Maturity
Term debt***(cash)**	37.10	180.89	30 June 2014
USPP (cash)**	60.72	-	-
Working Capital**(cash)**	86.78	93.16	31 December 2012
Contingent**(non-cash)**	182.92	100.21	31 December 2012
Plexicor**(cash/term)**	55.70	-	-
Total	423.22	374.26	-
Total Cash Facilities	240.30	274.05
Total Non-cash facilities	182.92	100.21

*Subject to amortisation of a minimum of $20 million p.a.

** AUD equivalent calculated at hedge rate of 0.8096

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