ELDERS LIMITED — Capital/Financing Update 2019

Jul 22, 2019

Appendix 3B New issue announcement

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 ( Company )

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 Fully paid ordinary shares in the Company be issued (each a New Share ).

• See chapter 19 for defined terms.

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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)	Entitlement Offer Approximately 17,450,606 New Shares will be issued pursuant to the terms of the underwritten accelerated pro rata non-renounceable entitlement offer (Entitlement Offer) as announced to ASX by the Company on Monday, 15 July 2019. The final number of New Shares issued under the Entitlement Offer, and the split of those New Shares between the institutional (Institutional Entitlement Offer) and retail tranches (Retail Entitlement Offer) of the Entitlement Offer, will be subject to the determination of the Company and holding reconciliation and rounding. Placement 7,234,079 New Shares will be issued on Wednesday, 24 July 2019 under an underwritten placement (Placement) as announced to ASX by the Company on Monday,15 July2019.
	The New Shares are fully paid ordinary shares.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in Yes. 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 Entitlement Offer: $5.55 per New Share (Entitlements not taken up in the Institutional Entitlement Offer will be offered for sale at the Placement price in a bookbuild) Placement: $5.55 per New Share

6 Purpose of the issue The gross proceeds of the Entitlement Offer (If issued as consideration for the and the Placement (together, the Capital acquisition of assets, clearly Raising ) will be used to fund the proposed identify those assets) acquisition of 100% of the shares in AIRR Holdings Limited by way of a recommended scheme of arrangement. Surplus funds raised, if any, will be used for repayment of debt and payment of costs associated with the Capital Raising. 6a Is the entity an[+] eligible entity that Not applicable. 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 Not applicable. resolution under rule 7.1A was passed

• 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 7 +Issue dates Note: The issue date may be 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.	7,234,079 New Shares.
	Not applicable.
	Not applicable.
	Approximately 17,450,606 under the Entitlement Offer
	Not applicable.
	Not applicable.
	LR 7.1 – 10,310,811 LR 7.1A – not applicable
	The proposed allotment date for the New Shares under the Placement and Institutional Entitlement Offer will be Wednesday, 24 July 2019. The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Monday,12 August 2019.

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	141,650,621	Fully paid ordinary shares
	Number	+Class
	1,976,000	Unlisted performance rights
	Same as existing ordinary shares

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	No.
	Non-renounceable. 1 New Share for each 6.7 existing shares held as at the record date. Fully paid ordinary shares. 7.00pm (Melbourne time) on Wednesday, 17 July 2019.
	No.
	Rounded up to the nearest whole number.

• See chapter 19 for defined terms.

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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 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	For the Retail Entitlement Offer, all countries except for Australia and New Zealand. For the Institutional Entitlement Offer and the Placement, refer to the investor presentation.
	The closing date for acceptance of the New Shares issued under the Institutional Entitlement Offer and Placement was Tuesday, 16 July 2019. The closing date for acceptance of the New Shares issued under the Retail Entitlement Offer will be 5.00pm (Melbourne time) on Monday,5 August 2019.
	Macquarie Capital (Australia) Limited
	An underwriting fee of 2.00% of the sum of the proceeds of the Institutional Entitlement Offer and the Placement and a management fee of 0.50% of the sum of the proceeds of the Institutional Entitlement Offer and the Placement. An underwriting fee of 2.00% of the proceeds of the Retail Entitlement Offer and a management fee of 0.50% of the proceeds of the Retail Entitlement Offer. An additional incentive fee of an amount up to 0.50% of the Entitlement Offer proceeds may also be payable at the absolute discretion of the Company acting reasonably and in good faith.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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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? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable.
	A Retail Offer Booklet and entitlement and acceptance form in respect of the Retail Entitlement Offer was sent to eligible retail shareholders on Monday, 22 July 2019. No prospectus or Product Disclosure Statement will beproduced.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The proposed allotment date for the New Shares under the Institutional Entitlement Offer and Placement will be Wednesday, 24 July 2019. The proposed allotment date for the New Shares under the Retail Entitlement Offer will be Monday,12 August 2019.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

• 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: 23 July 2019 Company secretary

Print name: Peter Hastings

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 115,818,637 (15 June 2018)
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 857,200 (12 November 2018)
• Number of fully paid [+] ordinary securities 61,609 (14 December 2018)
issued in that 12 month period under an
exception in rule 7.2 228,490 (21 June 2019)
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil.
securities cancelled during that 12 month
period
“A” 116,965,936
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	17,544,890.40
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued	7,234,079 (Placement)
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

7.1 that has already been used
Insertnumber of+equity securities issued	7,234,079 (Placement)
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”	7,234,079
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	17,544,890.40
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	17,544,890.40
Note: number must be same as shown in
Step 2
Subtract“C”	7,234,079
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	10,310,811
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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