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: An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
ELD	ORDINARY FULLY PAID	31,295,272

Trading resumes on an ex-entitlement basis (ex date)

19/11/2024

+Record date

20/11/2024

Offer closing date for retail +security holders

9/12/2024

Issue date for retail +security holders

16/12/2024

Refer to next page for full details of the announcement

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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:

An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

ELD : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

ELD : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes The quantity of additional +securities For a given quantity of +securities to be issued held 20 101 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to

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Appendix 3B - Proposed issue of securities

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rounding)

Fractions rounded up to the next 31,295,272 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 7.85000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 7.85000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 3D - Timetable

3D.1a First day of trading halt

18/11/2024

3D.1b Announcement date of accelerated offer

18/11/2024

3D.2 Trading resumes on an ex-entitlement basis (ex date) 19/11/2024

3D.5 Date offer will be made to eligible institutional +security holders 18/11/2024

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Appendix 3B - Proposed issue of securities

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3D.6 Application closing date for institutional +security holders

18/11/2024

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 19/11/2024

3D.9 +Record date

20/11/2024

3D.10a Settlement date of new +securities issued under institutional entitlement offer

26/11/2024

3D.10b +Issue date for institutional +security holders

27/11/2024

3D.10c Normal trading of new +securities issued under institutional entitlement offer

27/11/2024

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

25/11/2024

3D.12 Offer closing date for retail +security holders

9/12/2024

3D.13 Last day to extend retail offer close date

4/12/2024

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

16/12/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Macquarie Capital (Australia) Limited ABN 79 123 199 548

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The lead manager is entitled to a management fee of 0.50% of the total proceeds under the Entitlement Offer.

3E.2 Is the proposed offer to be underwritten? Yes

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3E.2a Who are the underwriter(s)?

Macquarie Capital (Australia) Limited ABN 79 123 199 54

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Entitlement Offer is fully underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

The underwriter is entitled to an underwriting fee of 2.0% of the total proceeds under the Entitlement Offer.

An additional incentive fee of an amount of up to 0.25% of the total proceeds under the Entitlement Offer may be payable to the underwriter at the absolute discretion of Elders acting reasonably and in good faith.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

A summary of the significant events that could lead to the underwriting being terminated is provided in Appendix D to the Investor Presentation announced to the ASX on Monday, 18 November 2024.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

The details of any other material fees or costs to be incurred by Elders in connection with the proposed issue are provided in the Investor Presentation announced to the ASX on Monday, 18 November 2024.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To partially fund the acquisition of Delta Agribusiness Pty Ltd, associated expenses and provide funding flexibility for future growth opportunities. Refer to the Investor Presentation released18 November 2024 for further details.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries other than Australia, Canada (British Columbia, Ontario and Quebec provinces only), European Union (excluding Austria), Hong Kong, New Zealand, Norway, Singapore, Switzerland, United Arab Emirates (excluding financial zones), U.K. and U.S.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The retail component of the entitlement offer will be made to nominees and custodians. Elders' share registry will send a letter from Elders to nominees and custodians to inform beneficiaries of their entitlement.

Nominee and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

• (a) Any person who does not meet the eligibility criteria for an Eligible Retail Shareholder;

• (b) eligible institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer, whether they accepted their Entitlement or not; or

• (c) ineligible institutional Shareholders who were otherwise ineligible to participate in the Institutional Entitlement Offer.

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Appendix 3B - Proposed issue of securities

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Nominees / custodian should also refer to the details in the Retail Offer Booklet to be announced to the ASX on Monday, 25 November 2024.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://investors.elders.com.au/

3F.7 Any other information the entity wishes to provide about the proposed issue

No

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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