ELDERS LIMITED — Director's Dealing 2015

Nov 16, 2015

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Elders Limited 80 Grenfell Street, Adelaide, SA, Australia 5000 GPO Box 551, Adelaide SA 5001 p | 08 8425 4000 f | 08 8425 4627 elders.com.au

16 November 2015

Ms Shannon Hong Senior Advisor, Listings Compliance ASX Compliance Pty Ltd 20 Bridge Street Sydney NSW 2000

by e-mail: shannon.hong@asx.com.au

Dear Ms Hong,

Appendix 3Y - Change of Director's Interest Notice

I refer to your letter dated 13 November 2015.

In response to your request:

1. The Appendix 3Y for Mr Allison lodged on 12 November 2015 disclosed acquisitions by Mr Allison of Fully Paid Ordinary Shares in Elders Limited ( the Entity ) between 14 January 2015 and 11 June 2015. These purchases were made through participation by Mr Allison in a tax deferred employee salary sacrifice share purchase plan ( the Plan ). Having entered into participation in this scheme, the employee (in this case Mr Allison) is not permitted to amend or exit participation in the Plan until the end of the Plan year.

Mr Allison did disclose to the Entity his participation in the Plan. Unfortunately, due to an internal breakdown in communications between the Entity's Human Resources department (which administers employee participation in such plans) and Elders' Company Secretarial function (which is responsible for communications with the ASX), acquisitions by Mr Allison under the Plan were not advised to the ASX.

The change of interest on 29 December 2014 arose simply as a result of a consolidation of Fully Paid Ordinary Shares undertaken by Elders. It Is our understanding that such a change (which affected all shareholders equally) only need be notified in the next Appendix 3Y lodged on behalf of the relevant director (and does not require an Appendix 3Y in its own right).

1. The Entity has an agreement with Mr Allison to ensure compliance with Listing Rule 3.19A. Mr Allison was in compliance with that agreement.

2. The Entity considers the arrangements between Mr Allison and the Entity are adequate, but it has revised internal communication protocols between functions to ensure that director participation in equity plans administered by its Human Resources department are communicated to the Company Secretary immediately acquisitions take place.

The Entity is also working with its Share Registry service provider to ensure, as a fail-safe, all director and director associate trading in the Entity's securities is immediately communicated to the Company Secretary through the share registry's systems.

Elders Limited ABN 004 336 636. Registered Office: Level 10, 80 Grenfell Street, Adelaide, SA, Australia, 5000

Please do not hesitate to contact me if you require any further information.

Yours sincerely,

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Peter Hastings Company Secretary

Elders Rural Services Australia Limited ABN 72 004 045 121. Registered Office: 27 Currie Street, Adelaide SA Australia 5000

13 November 2015

Mr Peter Hastings Company Secretary and General Counsel Elders Limited GPO Box 551 Adelaide SA 5001

By email

Dear Mr Hastings,

Elders Limited (the “Entity”): Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

1. The Appendix 3Y lodged by the Entity with ASX Limited (“ASX”) on Thursday, 12 November 2015 for Mr Mark Charles Allison (“Director Notice”).

2. Listing rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs

20 Bridge Street www.asx.com.au Sydney NSW 2000 Customer service 13 12 79

ASX Compliance Pty Limited ABN 26 087 780 489

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

3. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Appendix 3Y indicates that a change in Director’s notifiable interest occurred on 29 December 2014, 14 January and 11 June 2015. It appears that the Director’s Notice should have been lodged with ASX by 6 January 2015, 21 January and 18 June 2015 respectively. Consequently, the Entity may be in breach of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed entities for its reporting requirements.

ASX reminds the Entity of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Entity make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities , under listing rule 18.7 we ask that you answer each of the following questions.

1. Please explain why the Appendix was lodged late.

2. What arrangements does the Entity have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Entity intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at shannon.hong@asx.com.au. It should not be sent to the ASX Market Announcements Office.

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A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading at 9.30am AEDT on Tuesday, 17 November 2015 .

Under listing rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

Shannon Hong Senior Adviser, Listings Compliance

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