ELDERS LIMITED — Capital/Financing Update 2024

Nov 17, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

ELDERS LIMITED

Announcement Type

New announcement

Date of this announcement

18/11/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
ELD	ORDINARY FULLY PAID	22,306,392

Proposed +issue date 19/5/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ELDERS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

004336636

1.3 ASX issuer code

ELD

1.4 The announcement is

New announcement

1.5 Date of this announcement

18/11/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? ACCC approval 19/5/2025 Estimated

Comments

The shares (Placement Shares) are being issued as the scrip component of the consideration payable under the share sale agreement dated 18 November 2024 (SSA) between (among others) Elders Limited and the Vendors (as defined under the SSA) for the acquisition of 100% of the shares in Delta Agribusiness Pty Ltd (Delta). Completion of the acquisition and accordingly issue of the placement shares under the SSA is subject to, among other things, clearance from the ACCC.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

ELD : ORDINARY FULLY PAID

Number of +securities proposed to be issued

22,306,392

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

The Placement Shares are being issued as part of the consideration for the acquisition of 100% of the fully paid ordinary shares in Delta under the SSA.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

190,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

19/5/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

22,306,392

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

22,306,392 Fully Paid Ordinary Shares ASX:ELD

15 calendar months from the proposed issue date of 19 May 2025, except where the date for release of the escrow falls within certain blackout periods related to the release of Elders financial results, in which case the escrow period is extended to the first trading day after the blackout period.

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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Appendix 3B - Proposed issue of securities

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7E.2 Is the proposed issue to be underwritten?

No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by Elders in connection with the issue of the Placement Shares are principally professional advisors' fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The shares are being issued as the scrip component of the consideration payable under the SSA. Please refer to the investor presentation released to ASX on Monday, 18 November 2024 for further details.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

Appendix 3B - Proposed issue of securities

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