ELDERS LIMITED — Capital/Financing Update 2016

Jun 16, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

ELDERS LIMITED

ABN

34 004 336 636

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares(Shares)
	Placement – 7,350,000 Shares (Placement Shares) Rights Issue‐ approximately 22,771,168 Shares (Rights Issue Shares) Depends on the rounding of fractional entitlements on the record date and the number of shares held on that date by ineligible shareholders
	The Placement Shares and Rights Issue Shares will rank equally in all respects from their date of issue with existing Shares.

Appendix 3B Page 1

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	Yes
	$3.40 per Placement Share and $3.40 per Rights Issue Share
	The proceeds of the capital raising will be used to fund an on‐market offer to purchase by Elders’ wholly‐owned subsidiary, Elders Finance Pty Ltd (Finance), of all Elders hybrid securities which are quoted on the ASX (ASX: ELDPA), other than those Elders hybrids currently held by Finance. Surplus funds raised, if any, will be used for payment of costs associated with the Institutional Placement and Entitlement Offer, general working capital purposes and potential acquisition opportunities.
	n/a
	n/a

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

Appendix 3B Page 3

7 +Issue dates Placement Shares – 21 June 2016 Note: The issue date may be Rights Issue Shares – 13 July 2016 prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 113,855,839 Ordinary +securities quoted on ASX ( including the[+] securities in 1,500,000 Hybrids section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	1,734,790 unlisted 970,000 unlisted	Unlisted options Unlisted performance rights The terms of the unlisted options and performance rights may change on the date of issue of the Rights Issue Shares in accordance with ASX listing rule 6.22, the existing terms of the options and performance rights and the Board's discretion.

10 Dividend policy (in the case of a Targeting a payout ratio of up to 35% of trust, distribution policy) on the underlying net profit after tax on an annualised increased capital (interests) basis.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	No
	Non‐renounceable
	One (1) new Share for every four (4) Shares held.
	Fully paid ordinary shares
	7.00pm (AEST) 22 June 2016
	No
	Rounded up to nearest whole number
	All holders whose registered address is not in Australia or New Zealand
	5.00pm (AEST) 6 July 2016
	Jointly underwritten by Bell Potter Securities Limited and Morgans Corporate Limited

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21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker?	1.25% underwriting fee, 1.25% management fee, 1.5% selling and incentive fees on amount raised under the Placement and the Rights Issue
	None specifically appointed
	n/a
	Broker handling fee of 1% of application amount (plus GST) up to a maximum of $200 payable per successful application
	No
	Offer Document will be sent to eligible shareholders on 27 June 2016
	Current options and performance rights on issue are unvested and therefore may not be exercised to allow the holder to participate in the Rights Issue
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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31 How do security holders sell part n/a of their entitlements through a broker and accept for the balance? 32 How do security holders dispose n/a of their entitlements (except by sale through a broker)? 33 +Issue date 13 July 2016

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 ‐ 1,000

1,001 ‐ 5,000

5,001 ‐ 10,000

10,001 ‐ 100,000

• 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

Appendix 3B Page 7

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 17/06/2016 (Company Secretary)

Print name: Peter Hastings

• See chapter 19 for defined terms.

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