GRAINCORP LIMITED — AGM Information 2024

Jan 11, 2024

==> picture [128 x 38] intentionally omitted <==

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

GrainCorp Limited ABN 60 057 186 035 Level 28, 175 Liverpool Street Sydney NSW 2000 Australia

t +61 2 9325 9100 f +61 2 9325 9180 graincorp.com.au PO Box A268 Sydney South NSW 1235

12 January 2024

Dear Sir/Madam,

Notice of Annual General Meeting and Proxy Form

The Annual General Meeting ( AGM ) of GrainCorp Limited will be held on Wednesday, 14 February 2024 at 10:00am (Sydney time) at the Harbourside Room (Level 6), the Museum of Contemporary Art, 140 George Street, The Rocks, Sydney NSW 2000. Registration of attendees will commence at 9:30am (Sydney time).

Please find attached the Notice of Meeting & Explanatory Notes ( Notice of Meeting ) and Proxy Form.

The AGM will also be webcast live. Shareholders can access this platform by navigating to https://webcast.openbriefing.com/gnc-agm-2024/ on any internet browser and registering in accordance with the specified instructions. Please note, the AGM will not be held as a virtual or a hybrid meeting.

Yours faithfully, GrainCorp Limited

Annerly Squires Company Secretary

Authorised Representative pursuant to ASX Listing Rule 15.5(c)

==> picture [596 x 23] intentionally omitted <==

12 January 2024

==> picture [128 x 37] intentionally omitted <==

Dear Shareholder

I am pleased to invite you to attend the Annual General Meeting ( AGM ) of GrainCorp Limited (the Company or GrainCorp ), to be held on Wednesday, 14 February 2024 at 10:00am (Sydney time) at the Harbourside Room (Level 6), the Museum of Contemporary Art, 140 George Street, The Rocks, Sydney NSW 2000. (Note: Please use the main entrance to the Museum of Contemporary Art on the Circular Quay side of the heritage building and take the lifts to Level 6). Registration of attendees will commence at 9:30am (Sydney time).

The AGM will also be webcast live. Shareholders can access this platform by navigating to

• • https://webcast.openbriefing.com/gnc agm 2024/ on any internet browser and registering in accordance with the specified instructions. Please note, the AGM will not be held as a virtual or a hybrid meeting and, therefore, voting (and any other active shareholder participation at the AGM) will not be available through the webcast.

Items of Business

Please find enclosed a Notice of Meeting detailing the business to be dealt with at the AGM, which should be read together with the accompanying Explanatory Notes.

This year’s AGM will involve the business of receiving and considering the financial report for the financial year ended 30 September 2023 and voting on resolutions to adopt the Remuneration Report, to elect John Maher and Peter Knoblanche as Non-executive Directors, and to approve the grant of performance rights to Mr Robert Spurway (Managing Director and CEO). John and Peter, who are seeking election as Non-executive Directors at the AGM, were appointed as Directors by the Board on 1 December 2023 following an extensive search process and a comprehensive review of both current Board skills and the additional and complementary skills likely to be required by the Board for the effective governance of the GrainCorp group in the future.

Dan Mangelsdorf, Non-executive Director, will retire at the conclusion of the AGM in accordance with the Constitution and will not be seeking re-election. On behalf of the Board, I would like to thank Dan for the significant contribution he has made since his appointment as a Director.

Voting

The Board recommends that you consider voting by direct vote before the AGM in respect of all resolutions to be considered at the meeting. Direct voting enables shareholders to vote directly on resolutions to be considered at the meeting without attending the meeting or appointing a proxy. If you are unable to attend the AGM, the Board encourages you to vote directly or appoint a proxy to vote on your behalf either by post, by hand or online before the meeting. Please see the instructions in the Notice of Meeting in relation to lodgement of your direct vote or appointment of a proxy. If you are attending the AGM in person, please bring this letter and your personalised voting form (as described in the Notice of Meeting) with you to facilitate registration on the day.

Switching to electronic communications

We encourage shareholders to consider providing an email address to receive all communications, including notices of meeting, annual reports and other shareholder communications, electronically. If you have not done so, please go to the Link Market Services website (www.linkmarketservices.com.au) to update your communication election.

Webcast

As noted above, a live webcast of the AGM will be broadcast. The AGM will also be recorded and made available to view after the AGM on the GrainCorp website. A copy of the Annual Report, Sustainability Report and Corporate Governance Statement, which provide full details of the Company’s activities for the financial year ended 30 September 2023, are available on the GrainCorp website.

On behalf of my fellow Directors, I thank you for your continued support and look forward to welcoming you at the AGM.

Yours sincerely

Peter Richards Chairman

Page 1 of 15

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting ( AGM ) of GrainCorp Limited (ABN 60 057 186 035; ASX GNC) (the Company or GrainCorp ) will be held at 10:00am (Sydney time) on Wednesday, 14 February 2024 (with registration commencing from 9:30am (Sydney time) at Harbourside Room (Level 6), the Museum of Contemporary Art, 140 George Street, The Rocks, Sydney NSW 2000.

Items of Business

1 Consideration of Financial Statements and Reports

To receive and consider the financial report (which includes the financial statements and the Directors’ Report and Auditor’s Report) for GrainCorp for the financial year ended 30 September 2023.

Note: No resolution is required for this item of business and, accordingly, no vote will be held on this item.

2 Adoption of the Remuneration Report

To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (which forms part of the Directors’ Report) of the Company for the financial year ended 30 September 2023 set out on pages 42 to 55 (inclusive) of the Annual Report be adopted.”

Note: In accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this item of business. See the section below headed ‘Voting Exclusions’ in the Explanatory Notes for further details.

offering himself for election, be elected as a Director of the Company.”

• (b) To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 14.4, article 11.3(c) of the Constitution and for all other purposes, Mr Peter Knoblanche, appointed by the Board as a Director on 1 December 2023 and who will retire at the meeting, and, being eligible and offering himself for election, be elected as a Director of the Company.”

4 FY24 Grant of Performance Rights to the Managing Director and CEO

To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be given to grant 170,008 performance rights under the GrainCorp Limited Equity Incentive Plan to the Managing Director and CEO of the Company, Mr Robert Spurway, in respect of the FY24 Long Term Incentive grant in the manner and on the terms and conditions set out in the Explanatory Notes to this Notice of Meeting.”

Note: A voting exclusion statement applies to this item of business. See the section below headed ‘Voting Exclusions’ in the Explanatory Notes for further details.

Further information in relation to each resolution to be considered at the AGM is set out in the enclosed Explanatory Notes (which form part of this Notice of Meeting).

3 Election of Directors

By order of the Board

• (a) To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 14.4, article 11.3(c) of the Constitution and for all other purposes, Mr John Maher, appointed by the Board as a Director on 1 December 2023 and who will retire at the meeting, and, being eligible and

==> picture [136 x 43] intentionally omitted <==

Annerly Squires Company Secretary 12 January 2024

Page 2 of 15

EXPLANATORY NOTES

These Explanatory Notes form part of this Notice of Meeting and should be read in conjunction with it. These Explanatory Notes have been prepared to provide shareholders with important information regarding the items of business proposed for consideration at the AGM.

Eligibility to vote

You will be eligible to vote at the AGM (or at any adjourned meeting) if you are registered as a holder of GrainCorp Shares at 7:00pm (Sydney time) on Monday, 12 February 2024 (subject to the applicable voting exclusions set out in this Notice of Meeting). This means that transfers of GrainCorp Shares registered after that time will be disregarded in determining entitlements to attend the AGM and vote on the resolutions.

Voting

Each of the resolutions set out in this Notice of Meeting will be decided by a poll in accordance with the Constitution and section 250JA of the Corporations Act.

Shareholders can vote at the AGM:

• by attending the AGM in person and voting at that meeting;

• by submitting a direct vote before the AGM (in the manner described below); or

• by appointing a proxy (in the manner described below).

Voting will not be available through the live webcast of the AGM.

Joint holders

When joint holders are named in the register of members, only one joint holder may vote. If more than one of the joint holders is present at the AGM, only the person whose name appears first in the register of members will be entitled to vote. If more than one holder votes at the AGM, only the vote of the first named of the joint holders in the register of members will be counted.

Voting in person or by attorney

Shareholders and their duly appointed proxies, corporate representatives and attorneys wishing to

vote in person should attend the AGM and vote at that meeting.

Corporate shareholders

Corporate shareholders or proxies may appoint a representative to attend the AGM on their behalf (rather than, in the case of a corporate shareholder, appoint a proxy). The representative must lodge with, or present to, the Company (through Link Market Services, as described below) evidence of his or her appointment before the AGM unless it has previously been provided to Link Market Services. Shareholders can download and fill out the Appointment of Corporate Representative form from Link Market Services’ website: (www.linkmarketservices.com.au/corporate/resourc es/forms.html).

You must provide your appointment documentation to Link Market Services by email to

registrars@linkmarketservices.com.au no later than 10:00am (Sydney time) on Monday, 12 February 2024 .

Direct voting

Votes may be cast directly by shareholders before the meeting. If you would like to vote directly, you may do so by lodging a voting form before the AGM in accordance with the instructions set out below, so that it is received no later than 10:00am (Sydney time) on Monday, 12 February 2024 (any voting form received after this time will not be valid).

For a vote to be counted, you must complete the voting directions for each item by marking “for” or “against” or “abstain”. Votes will only be valid for items marked and no vote will be counted for items left blank. However, if the voting form is left blank for all items, the Chairman of the AGM will be deemed to be appointed as your proxy for all items and may vote, or abstain from voting, the applicable votes at his discretion (except where the Chairman is required by law or the Constitution to vote, or abstain from voting, in his capacity as proxy, including to comply with the applicable voting exclusions set out in this Notice of Meeting). Shareholders who cast a vote on a resolution before the AGM by lodging a valid voting form will still be entitled to attend the AGM in person and vote on that resolution during the meeting, with the later vote overriding the earlier vote (i.e. the shareholder will be able to revoke their vote by voting in person at the meeting, but a shareholder’s direct vote will remain valid unless revoked at the meeting).

Page 3 of 15

Proxies

Appointing a proxy

Each shareholder who is entitled to attend and vote at the AGM may appoint a proxy, who need not be a shareholder of the Company, to attend the AGM in person and vote at the AGM on the shareholder’s behalf. A proxy may be an individual or a body corporate. A shareholder who is entitled to attend the AGM and cast two or more votes at the AGM may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise on a poll. If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes that each may exercise, each may exercise half of the votes (disregarding fractions) on a poll.

If you wish to appoint a proxy, you must, in accordance with the specified instructions and directions, either:

• (a) appoint a proxy online (see the instructions below); or

• (b) complete the proxy appointment section of the voting form and return it to Link Market Services in accordance with the instructions in the ‘Deadline for receipt of Voting Forms’ section below, which are also on the voting form.

An online proxy appointment or a completed voting form (and any power of attorney or other authority under which it is signed) must be received by Link Market Services no later than 10:00am (Sydney time) on Monday, 12 February 2024 for it to be valid. Any voting form received after this time will not be valid. Further instructions on appointing proxies are available on the front of the voting form.

If a body corporate is appointed as proxy, please write the full name of that body corporate (e.g. Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If no such evidence is received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

The appointment of one or more duly appointed proxies will not preclude a shareholder from attending the AGM and voting personally. If the member votes on a resolution, the proxy must not vote as the member’s proxy on that resolution.

Directing your proxy how to vote

You can direct your proxy how to vote by marking the “for”, “against” or “abstain” boxes on the voting form or, if the proxy is appointed online, by directing the proxy how to vote on the relevant resolution in accordance with the instructions on the website. If you have appointed someone other than the Chairman as your proxy and you do not direct them how to vote, that person may vote, or abstain from voting, at their discretion (except where the proxy is required by law or the Constitution to vote, or abstain from voting, in his or her capacity as proxy, including to comply with the applicable voting exclusions set out in this Notice of Meeting). If a proxy is directed how to vote on an item of business, the proxy may only vote on the item as directed. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit, subject to the applicable voting exclusions set out in this Notice of Meeting.

If the abstention box on the voting form for any item of business is marked, the proxy will be directed not to vote on a poll and the relevant GrainCorp Shares will not be counted in calculating the required majority on the poll for the resolution in respect of that item of business.

No direction and appointing the Chairman as your proxy

As disclosed in the relevant explanatory note to each item in respect of which a resolution will be put to shareholders at the meeting, if the Chairman of the meeting is appointed as your proxy and you do not specifically direct how your proxy is to vote on a resolution, then, by completing and submitting your voting instructions, you are expressly authorising the Chairman to vote in accordance with the voting recommendation of the Board for each resolution (as set out in this Notice of Meeting), even when a resolution is connected directly or indirectly with the remuneration of one or more members of the Company’s KMP. As stated below, the Chairman intends to vote all available (including undirected) proxies in favour of all resolutions put to shareholders at the meeting, subject to the applicable voting exclusions set out in this Notice of Meeting. In particular, shareholders should note that, if a shareholder appoints the Chairman as proxy, or if the Chairman is appointed as proxy by

Page 4 of 15

default, in relation to the resolutions the subject of Item 2 and/or Item 4 and the shareholder does not mark the “for”, “against” or “abstain” box opposite the relevant item on the voting form (or, if the proxy is appointed online, by directing the proxy how to vote on the relevant resolution in accordance with the instructions on the website), by signing the voting form (or, if the proxy is appointed online, by completing the proxy appointment in accordance with the instructions on the website), the shareholder will be authorising the Chairman to vote in favour of the relevant resolution, and the Chairman will vote in this way, even though the resolutions the subject of Item 2 and Item 4 are connected directly with the remuneration of members of KMP. If a shareholder wishes to appoint the Chairman as proxy to vote against or abstain from voting on the resolutions the subject of Item 2 and/or Item 4, the shareholder must mark the relevant “against” or “abstain” box on the voting form (or, if the proxy is appointed online, by directing the proxy how to vote on the relevant resolution in accordance with the instructions on the website).

If you appoint as your proxy any other KMP or any of their Closely Related Parties and you do not direct them how to vote on Item 2 and/or Item 4, your proxy will not be entitled to vote on that item.

If the voting form is signed by a shareholder but does not name the proxy or proxies in whose favour it is given, or the proxy does not attend the meeting, the Chairman may either act as proxy or complete the voting form by inserting the name of a Director or the Company Secretary of GrainCorp.

The Chairman intends to vote all available (including undirected) proxies in accordance with the voting recommendation of the Board for each resolution (as set out in this Notice of Meeting), subject to the applicable voting exclusions. In exceptional circumstances, the Chairman’s intentions may change. If there is a change to how the Chairman intends to vote available (including undirected) proxies, the Company will make an immediate announcement to ASX stating that fact and explaining the reasons for the change.

Deadline for receipt of Voting Forms

Direct votes (including online proxy appointments) and voting forms can be submitted in the following ways:

GrainCorp Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

using the reply-paid envelope, or sent by facsimile to (02) 9287 0309.

By hand

Completed voting forms may be delivered during business hours (Monday to Friday (excluding public holidays), between 9:00am and 5:00pm) to:

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Online

Online at www.linkmarketservices.com.au, by going to the voting page and following the prompts and instructions. You will need your Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN ).

To be effective, your online direct vote or proxy appointment or completed voting form (and any power of attorney or other authority under which it is signed) must be received by Link Market Services no later than 10:00am (Sydney time) on Monday, 12 February 2024. The Chairman’s decision as to whether a direct vote or proxy appointment is valid is conclusive.

Shareholder questions

Shareholders and the duly appointed proxies, attorneys and corporate representatives of shareholders attending the meeting in person will be given a reasonable opportunity to ask questions about any of the resolutions being considered at the AGM or general questions about GrainCorp’s management or performance. Questions may also be asked of the Company’s auditor about the content of the Auditor’s Report or the conduct of the audit.

Shareholders who are unable to attend the AGM in person or who may prefer to register questions or comments in advance of the AGM are invited to do so by submitting the form enclosed with this Notice of Meeting titled “Questions from Shareholders” (in accordance with the instructions set out in that form) or by submitting questions online at www.linkmarketservices.com.au. Questions must be received by Link Market Services no later than

By post or facsimile

Completed voting forms may be posted to:

Page 5 of 15

10:00am (Sydney time) on Monday, 12 February 2024 .

Privacy

Please be advised that the AGM will be broadcast over the internet to the public. Your attendance and questions may be visible to others. By asking a question, you acknowledge that other persons viewing the AGM will be able to see that you have asked a question, and the Company is permitted to broadcast that question and its responses.

the broader community. If GrainCorp is required to make changes to the arrangements for the meeting at short notice, it will provide details of those changes to shareholders via the ASX announcements platform and on its website.

Definitions

Words that are defined in the Glossary have the same meaning when used in this Notice of Meeting unless the context requires, or the definitions in the Glossary provide, otherwise.

Further arrangements

GrainCorp is committed to the health and safety of our shareholders, team members, their families and

Page 6 of 15

Items of Business

Item 1 – Consideration of Financial Statements and Reports

The Corporations Act requires that the financial report (which includes the financial statements and the Directors’ declaration, the Directors’ Report and the Auditor’s Report) for the year ended 30 September 2023 to be laid before the AGM.

Shareholders will be given a reasonable opportunity to ask questions about, or to make comments on, the reports and the management of the Company. Shareholders will also be given an opportunity to ask a representative of the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by GrainCorp in relation to the preparation of the financial reports and the independence of the auditor in relation to the conduct of the audit.

The financial statements for the year ended 30 September 2023 and reports have been previously made available to shareholders and can be found on the Company’s website (www.graincorp.com.au).

There is no requirement for a formal resolution on this item and, accordingly, there will be no formal resolution put to, and no vote on this item at, the meeting.

Item 2 – Adoption of the Remuneration Report

The Remuneration Report for the financial year ended 30 September 2023 is set out on pages 42 to 55 (inclusive) of the Annual Report. The Corporations Act requires that ASX-listed companies put a resolution to their shareholders to adopt (by way of a non-binding advisory vote) the Remuneration Report. Shareholders are therefore asked to adopt the Remuneration Report by passing the resolution the subject of Item 2.

The Remuneration Report includes information regarding:

• the Company’s executive remuneration strategy and framework;

• the structure of Non-executive Director, MD and CEO and certain senior executive remuneration arrangements, and details on how GrainCorp seeks to align executive remuneration with the Company’s strategic objectives and shareholder interests; and

• remuneration outcomes for the 2023 financial year.

The Board is confident that GrainCorp’s remuneration policies are in line with governance requirements and

continue to support the Company’s financial and strategic objectives, which ultimately benefit all our stakeholders.

Shareholders entitled to vote at the AGM are entitled to vote on Item 2, being the adoption of the Remuneration Report. In accordance with subsection 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

Shareholders will have a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report.

Voting Exclusions

Item 2 is a resolution connected directly with the remuneration of members of GrainCorp’s KMP. The Corporations Act restricts KMP and their Closely Related Parties from voting on such items.

The Remuneration Report identifies GrainCorp’s KMP for the financial year ended 30 September 2023. Their Closely Related Parties include certain family members, dependants and companies they control.

In accordance with these requirements, the Company will disregard any votes cast on Item 2 by or on behalf of:

• a member of the KMP, the details of whose remuneration is disclosed in the Remuneration Report or any Closely Related Party of that KMP, regardless of the capacity in which the vote is cast; or

• any person who is a member of KMP as at the time the resolution is voted on at the meeting, or any of their Closely Related Parties, as a proxy.

However, the Company will not disregard the vote of a person described above on the resolution if the vote is cast by a person described in either paragraph:

• as a proxy for a person otherwise entitled to vote on the resolution and the vote is in accordance with the appointor’s express direction; or

• the relevant person is the Chairman of the meeting who has been validly appointed as a proxy for a person otherwise entitled to vote on the resolution and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to vote on the resolution as the Chairman sees fit (even though the resolution is connected directly or

Page 7 of 15

indirectly with the remuneration of a member of the KMP).

Directors’ Recommendation

The Board considers that the remuneration policies adopted by the Company are appropriately structured to provide rewards commensurate with the Company’s performance and market position.

Noting that each Director has a personal interest in his/her own remuneration from the Company, the Board recommends that shareholders vote in favour of the resolution to adopt the Remuneration Report.

The Chairman of the AGM intends to vote all available (including undirected) proxies in favour of the resolution in Item 2.

Item 3 – Election of Directors

In accordance with ASX Listing Rule 14.4 and article 11.3(c) of the Constitution, Mr John Maher and Mr Peter Knoblanche (who were each appointed as Directors by the Board on 1 December 2023) are required to retire at this AGM and, being eligible, each offers himself for election at the AGM.

In accordance with the three-year rotation cycle under ASX Listing Rule 14.4 and article 11.3(a) of the Constitution, Mr Dan Mangelsdorf is required to retire at this AGM. Mr Mangelsdorf does not intend to seek re-election to the Board and will therefore retire at the conclusion of the AGM.

GrainCorp notes that the proposed elections and retirement referred to above satisfy the Company’s obligations relating to the retirement and election of Directors at an Annual General Meeting under ASX Listing Rules 14.4 and 14.5 and the equivalent rules of the Constitution.

The Company undertook appropriate checks into the background and experience of Mr John Maher and Mr Peter Knoblanche prior to their appointments to the Board.

The Board considers that Mr John Maher and Mr Peter Knoblanche are independent Non-executive Directors.

Directors’ Recommendation

The Board (except for each of Mr John Maher and Mr Peter Knoblanche in relation to his own proposed election at the meeting) unanimously supports and recommends that shareholders vote in favour of the resolutions relating to the election of:

• Mr John Maher; and

• Mr Peter Knoblanche,

as Non-executive Directors of the Company. The Board (except for each of Mr John Maher and Mr

Peter Knoblanche in relation to his own proposed election at the meeting) recommends that shareholders vote in favour of the resolutions in Item 3.

The Chairman of the AGM intends to vote all available (including undirected) proxies in favour of the resolutions in Item 3.

The profiles of each of the Directors standing for election are as follows:

John Maher

Non-executive Director

John Maher joined the Board in December 2023. Mr Maher is a member of the Sustainability Committee and a member of the Safety, Health and Environment Committee.

Mr Maher is currently the Chair of AWN Food and Fibre Pty Ltd and a Director of goFARM Australia Pty Ltd and the NSW Biodiversity Conservation Trust. He is also a director of not-for-profit organisations, Autism Awareness Australia and the Australian Rural Leadership Foundation.

Mr Maher’s previous executive roles include long-term Managing Director & CEO of Ruralco Holdings Ltd (ASX: RHL), Senior Group Executive at Wesfarmers Ltd (ASX: WES) and AWB Ltd (ASX: AWB) where he led the Landmark (now Nutrien Ag Solutions) rural services business. Most recently, John was Group CEO of the Indigenous Land and Sea Corporation.

John has extensive experience in strategy, capital allocation, agribusiness growth and innovation, and agriculture supply chains. He also has a strong understanding of sustainability, international agricultural trade and Indigenous engagement and business.

Peter Knoblanche Non-executive Director

Peter Knoblanche joined the Board in December 2023 and is a member of the Audit and Risk Committee and a member of the Remuneration and Nominations Committee.

Mr Knoblanche’s most recent role was as Regional Manager of Australia and New Zealand and CEO Australia for Rabobank, a leading global food and agribusiness lender. He was also a member of Rabobank's global Wholesale and Rural Management Team and has been closely involved in the agribusiness sector across Australia, New Zealand and globally.

Mr Knoblanche has had nearly 40 years’ experience in wholesale and retail banking, having worked with various local and international banks across his executive career. He has a deep understanding of

Page 8 of 15

strategy, agribusiness, funding, commodity trading and risk management.

Item 4 – FY24 Grant of Performance Rights to the Managing Director and CEO (MD and CEO)

The resolution is being put to shareholders to obtain approval for the grant of performance rights ( Rights ) to Mr Spurway, MD and CEO. The proposed grant of 170,008 Rights relates to the long-term variable component of Mr Spurway’s remuneration package for FY24 and is to be made under the GrainCorp Limited Equity Incentive Plan ( Plan ).

This resolution is not seeking approval for the total remuneration of Mr Spurway. Rather it relates to the issue of long term incentive ( LTI ) Rights to Mr Spurway under the Plan, which is one component of Mr Spurway’s total remuneration.

The terms and conditions of the proposed grant are summarised in these Explanatory Notes.

Why is approval being sought?

ASX Listing Rule 10.14 requires an ASX-listed company to obtain shareholder approval for the acquisition of securities (including the Rights) under an employee incentive scheme by specified persons, which includes a Director, subject to limited exceptions. Mr Spurway is a Director and, therefore, shareholder approval is being sought for the purposes of ASX Listing Rule 10.14.

Approval of this resolution under Listing Rule 10.14 will also result in any Rights the subject of this resolution granted to Mr Spurway being excepted from ASX Listing Rule 7.1. This means that any Rights the subject of this resolution granted to Mr Spurway, and any new GrainCorp Shares issued to Mr Spurway in satisfaction of those Rights, will be excluded from the calculation of GrainCorp’s annual 15 percent new security issue limit under ASX Listing Rule 7.1.

If GrainCorp shareholder approval of this resolution is not obtained, Mr Spurway will be entitled to receive a cash payment instead of the relevant Rights, subject to the same performance conditions as the Rights would have been subject to had they been issued, as described below. Any such cash amount will be equivalent to the value the grant would have had at vesting if it had been approved by shareholders.

Additional information required by ASX Listing Rules 10.14 and 10.15

In accordance with ASX Listing Rules 10.14 and 10.15, the following additional information is provided to shareholders in connection with these resolutions:

• (a) No Director, other than Mr Spurway, is eligible to participate in the FY24 LTI grant to be made under the Plan. No current Directors, other than Mr Spurway, have received a grant of any equity securities under the Plan.

• (b) Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Rights under the Plan after the FY24 LTI grant is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under that rule.

• (c) Details of any securities (including Rights and shares) issued under the Plan will be published in the annual report of GrainCorp relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

• (d) Rights are proposed to be granted under the FY24 LTI grant as they create share price alignment between participants and shareholders, but do not provide participants with the full benefits of share ownership (such as dividend and voting rights) unless and until the vesting conditions are satisfied, the Rights vest and are exercised.

• (e) Mr Spurway has previously been granted a total of 856,791 Rights, which were approved by shareholders at past Annual General Meetings. No acquisition price was paid by Mr Spurway for those Rights.

• (f) No loan will be provided by the Company (or a subsidiary) in relation to the grant or exercise of Rights pursuant to the FY24 LTI grant.

• (g) The MD and CEO’s current total remuneration package (for the financial year ending 30 September 2024) is set out in the table on the next page.

Page 9 of 15

Remuneration element	Opportunity
FY24 total fixed remuneration (base salary, superannuation and benefits) (TFR)	$1,210,000
Short-term incentive	$1,815,000 (150% of TFR at maximum)
FY24 LTI grant	$1,210,000 (100% of TFR at maximum)

The actual value (if any) that Mr Spurway will receive from the proposed FY24 LTI grant cannot be determined until the end of the three-year performance period described below, and will depend on the extent to which the performance conditions are achieved, the number of Rights that vest in accordance with the performance conditions and the GrainCorp share price at the time of vesting.

Key terms of the FY24 LTI grant and the material terms of the Plan

A summary of the key terms of the proposed grant of Rights to the MD and CEO under the FY24 LTI grant, and the material terms of the Plan (that will apply to those Rights), is set out below.

Term	Details
How many Rights will be granted to the MD and CEO under the FY24 LTI grant?	If shareholder approval is obtained, Mr Spurway will be granted 170,008 Rights under the FY24 LTI grant. Mr Spurway’s LTI opportunity for the financial year ending 30 September 2024 is $1,210,000, being 100% of his total fixed remuneration for that year. The actual number of Rights to be granted to Mr Spurway for the FY24 LTI grant (if shareholder approval is received) was determined using a face value methodology by: (a) calculating the Volume Weighted Average Price (VWAP) of GrainCorp Shares for the 20 trading days up to and including 30 September 2023 (Value per Right). The Value per Right was $7.1173; and (b) dividing Mr Spurway’s FY24 LTI opportunity by the Value per Right (rounded down to the nearest whole Right).
What is a Right?	Each Right will give Mr Spurway a right to acquire, at nil cost, one GrainCorp Share or, at the discretion of the Board, a cash payment of equivalent value, subject to the satisfaction of the applicable performance and service-based vesting conditions summarised below. Rights do not carry any dividend or voting rights, or in general, a right to participate in other corporate actions such as bonus issues. Rights are not transferable (except in limited circumstances or with the consent of the Board). No amount is payable in respect of the grant of Rights, nor in respect of any GrainCorp Shares allocated on exercise of vested Rights.
When will Rights be granted to the MD and CEO under the FY24 LTI grant?	If shareholder approval is obtained, the Rights will be granted to the MD and CEO as soon as practicable after the AGM, but in any event, within 1 month of the AGM.
What vesting conditions will apply to the Rights?	The Rights will be subject to vesting conditions determined by the Board. The Board has determined that vesting of the Rights comprising the MD and CEO’s FY24 LTI award will be subject to: • two independently tested performance conditions (refer below); and • Mr Spurway’s continued employment with GrainCorp.

Page 10 of 15

Term Details Specifically, 50% of the FY24 LTI grant will be comprised of Rights subject to a performance condition based on the absolute Total Shareholder Return ( aTSR ) performance of GrainCorp over a defined period. The remaining 50% of the FY24 LTI grant will be comprised of Rights subject to a Return on Invested Capital ( ROIC ) performance condition (described below). (1) aTSR condition (50% of Rights) : Vesting of 50% of the Rights will be subject to the satisfaction of the aTSR condition.

aTSR is defined as the Compound Annual Growth Rate ( CAGR ) of the Company’s TSR over the three-year performance period. Total Shareholder Return ( TSR ) means the percentage change in the Company’s share price together with the value of dividends and distributions (assuming that all of those dividends and distributions are re-invested into new GrainCorp Shares). Dividends relate to dividends with an ex-dividend date during the performance period. The proportion of Rights that may vest based on TSR performance is determined by the Board, based on the following vesting schedule:

==> picture [355 x 151] intentionally omitted <==

----- Start of picture text -----

aTSR (CAGR) over the Percentage of aTSR-tested Rights to vest
Performance Period (%)
Below 6% Nil
Equals 6% 50%
Straight line pro-rata vesting between
Between 6% and 9%
50% and 100%
At or above 9% 100%
----- End of picture text -----

The Board retains discretion to adjust the aTSR condition (or vesting schedule in exceptional circumstances, including matters outside of management’s influence, to ensure that a participant is neither advantaged nor disadvantaged by matters that may materially affect achievement of the aTSR condition).

(2) ROIC condition (50% of Rights) :

Vesting of 50% of the Rights will be subject to the Return on Invested Capital ( ROIC ) condition.

ROIC measures how well a company is using shareholder funds to generate returns.

ROIC is defined as Group underlying Net Profit after Tax less interest expense (after tax) associated with core debt / Average net debt (excluding commodity inventory) + average total equity.

An average of ROIC outcomes for each of the three financial years in the Performance Period will be calculated to determine ROIC over the three-year Performance Period.

Page 11 of 15

Term	Details
	The ROIC condition requires the average ROIC outcome achieved by the Company over the Performance Period to meet or exceed a three-year ROIC performance (minimum to maximum expectation) range. Due to the variability of the agribusiness industry, annual ROIC performance ranges will be determined as part of the budgeting process for each financial year during the Performance Period. The three-year ROIC performance range is the average of three annual performance ranges determined for each financial year in the Performance Period. Annual ROIC performance ranges will be set in November each year. The Board considers the performance ranges to be commercially sensitive. As such, the annual performance ranges will be disclosed in the 2026 annual report following the end of the Performance Period. The percentage of Rights that vest, if any, will be determined with reference to the Company’s average ROIC over the Performance Period, based on the table below: Three-year average ROIC performance achieved over Performance Period Percentage of ROIC-tested Rights to vest (%) Below minimum of target range Nil At minimum target range 50% Within target range Straight line pro-rata vesting between 50% and 100% At maximum target range and above 100% The Board retains discretion to adjust the ROIC condition (or vesting schedule in exceptional circumstances, including matters outside of management’s influence, to ensure that a participant is neither advantaged nor disadvantaged by matters that may materially affect achievement of the ROIC condition).
What is the Performance Period for the FY24 LTI grant?	The performance conditions outlined above will be tested over the period commencing on 1 October 2023 and ending on 30 September 2026 (Performance Period).
What will happen at the end of the Performance Period?	Testing of the performance conditions is expected to occur in November 2026 shortly before the announcement of GrainCorp’s full-year results for the financial year ending 30 September 2026. Following testing of the performance conditions and the determination of the level of vesting of Rights, Rights may vest (subject to the MD and CEO’s continued employment with GrainCorp). If the vesting conditions are not achieved for some or all of the Rights granted to Mr Spurway, those Rights will lapse immediately. No re-testing of the performance conditions will apply. Shareholders will be advised of the vesting outcomes for the FY24 LTI grant in the annual report for the year ending 30 September 2026.

Page 12 of 15

Term	Details
When will the vested Rights be exercised?	Vested Rights may be exercised by the MD and CEO at any time subject to compliance with the Company’s Share Trading Policy. On the exercise of each vested Right, GrainCorp will allocate one GrainCorp Share to Mr Spurway (at no cost to him) or, at the Board’s discretion, pay the MD and CEO a cash equivalent amount (in lieu of the allocation of GrainCorp Shares). The allocation of GrainCorp Shares on vesting may be satisfied by issuing new GrainCorp Shares or by acquiring GrainCorp Shares on-market. Where Rights are settled in cash, the cash equivalent payment will be inclusive of any statutory superannuation contributions.
What restrictions apply to GrainCorp Shares allocated on exercise of vested Rights?	Mr Spurway will be free to deal with any GrainCorp Shares allocated on exercise of vested Rights, subject to compliance with GrainCorp’s Share Trading Policy (a copy of this policy is available on the GrainCorp website).
What happens if the MD and CEO ceases employment whilst holding Rights?	Treatment of unvested Rights If the MD and CEO ceases employment with GrainCorp prior to the Board determining the extent to which the performance conditions have been satisfied after the end of the Performance Period (Vesting Date), the treatment of unvested Rights held by Mr Spurway on cessation of employment will depend on the circumstances of his cessation. Where Mr Spurway ceases employment prior to the Vesting Date due to his resignation or dismissal for cause or poor performance, or other reason determined by the Board, all unvested Rights will lapse (unless the Board determines otherwise). If Mr Spurway ceases employment prior to the Vesting Date for any other reason, unless the Board determines otherwise, a pro-rata number of unvested Rights (based on the portion of the Performance Period that has elapsed at cessation) will not lapse but remain “on-foot” and will be performance tested at the end of the Performance Period, based on the original performance conditions. To the extent the relevant performance conditions are satisfied, those retained Rights will vest at the Vesting Date. Treatment of vested Rights If the MD and CEO ceases employment with GrainCorp while holding vested (but unexercised) Rights, those Rights may be retained and will continue to be exercisable(subject to the terms of the Plan).
How are Rights treated in the event of a change of control?	Subject to testing, Rights vest on a change of control of GrainCorp unless the Board determine otherwise. Rights that do not vest on a change of control of GrainCorp will lapse.
What will happen if shareholders do not approve the FY24 LTI grant?	Should shareholder approval of the FY24 LTI grant not be obtained, Mr Spurway will be entitled to receive a cash payment instead of Rights. Mr Spurway will only be entitled to receive a cash payment if the conditions outlined above are satisfied and, if they had been granted, Rights would otherwise have vested. Any such cash amount will be equivalent to the value the grant would have had at vesting if it had been approved by shareholders.

Page 13 of 15

Voting Exclusion

Voting exclusions apply to Mr Spurway and his Associates voting, and also to members of the Company’s KMP and their Closely Related Parties voting as proxies, on this item, as set out below.

The Company will disregard any votes cast in favour of Item 4 by or on behalf of the MD and CEO, Mr Robert Spurway or any of his Associates (regardless of the capacity in which the vote is cast).

However, any such votes will not be disregarded if they are cast in favour of Item 4 by:

• a person as proxy or attorney for a person entitled to vote on the resolution the subject of Item 4 in accordance with a direction given to the proxy or attorney to vote on the resolution the subject of Item 4 in that way; or

• the Chairman as proxy or attorney for a person entitled to vote on the resolution the subject of Item 4 in accordance with a direction to the Chairman to vote on the resolution as the Chairman decides; or

• the relevant person is the Chairman of the meeting who has been validly appointed as a proxy for a person otherwise entitled to vote on the resolution the subject of Item 4 and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to vote on the resolution as the Chairman sees fit (even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP).

Directors’ Recommendation

The Board (excluding Mr Spurway) considers it to be in the best interests of shareholders to approve the FY24 LTI grant to the MD and CEO as vesting of the Rights will be subject to vesting conditions that appropriately align the MD and CEO’s remuneration with shareholder returns.

The Board (excluding Mr Spurway who did not participate, and abstained, because of his interest) therefore unanimously recommends shareholders approve the FY24 LTI grant by voting in favour of the resolution the subject of this Item 4.

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution the subject of Item 4; and

• the holder votes on the resolution the subject of Item 4 in accordance with the directions given by the beneficiary to the holder to vote in that way.

The Company will also disregard any votes cast on the resolution the subject of Item 4 by or on behalf of any person who is a member of KMP as at the time the resolution is voted on at the meeting, or any of their Closely Related Parties, as a proxy.

However, the Company will not disregard the vote of a person described in the paragraph above on Item 4 if the vote is cast by the person:

• as a proxy for a person otherwise entitled to vote on the resolution the subject of Item 4 in accordance with the appointor’s express direction; or

Page 14 of 15

GLOSSARY

AGM, Annual General Meeting or meeting means the annual general meeting convened by this Notice of Meeting.

Annual Report means the annual report of GrainCorp for the year ended 30 September 2023.

Associate has the meaning given to it in the Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or, as the context requires, the financial market operated by it.

Auditor’s Report means the auditor’s report for the Company for the year ended 30 September 2023, as contained in the Annual Report.

September 2023 are listed in the Remuneration Report.

Listing Rule or ASX Listing Rule means the official listing rules of ASX.

Notice of Meeting means this notice of annual general meeting.

Remuneration Report means the remuneration report for the Company for the year ended 30 September 2023, as contained in the Annual Report.

Shareholder or shareholder means a registered holder of one or more GrainCorp Shares.

Board means the board of Directors.

Chairman means the person appointed to chair the Company’s meeting. The Company intends to appoint Mr Peter Richards, the Company’s current non-executive chairman, to act as chairman at this meeting.

Closely Related Party has the meaning given to that term in section 9 of the Corporations Act.

Company or GrainCorp means GrainCorp Limited (ACN 057 186 035).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company and Director means any one of them.

Directors’ Report means the directors’ report for the Company for the year ended 30 September 2023, as contained in the Annual Report.

Explanatory Notes means the explanatory notes accompanying the Notice of Meeting.

FY24 means the financial year ending 30 September 2024.

Glossary means this glossary.

GrainCorp Share means a fully paid ordinary share in the capital of GrainCorp.

Item means an item of business at the AGM, as set out in this Notice of Meeting.

KMP means the persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise). The KMP during the year ended 30

Page 15 of 15

==> picture [156 x 46] intentionally omitted <==

GrainCorp Limited ABN 60 057 186 035

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

BY MOBILE DEVICE

www.linkmarketservices.com.au

BY MAIL  GrainCorp Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

VOTING FORM I/We being a member(s) of GrainCorp Limited (the Company ) and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY elect to lodge my/our the Chairman of the Meeting as your proxy, please write OR if you are NOT appointing the Chairman vote(s) directly (mark box) of the Meeting the name of the person or body corporate (mark box) you are appointing as your proxy in relation to the Annual General or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting,  Meeting of the Company to be as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions held at 10:00am (Sydney time) have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (Sydney time) on Wednesday, 14 February 2024 at the Museum of Contemporary Art, 140 on Wednesday, 14 February George Street, The Rocks, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. 2024 (the Meeting ) , and at any Important for Resolutions 2 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and adjournment or postponement of you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the the Meeting. proxy in respect of Resolutions 2 & 4, even though the Resolutions are connected directly or indirectly with the remuneration You should mark either “for” or of a member of the Company’s Key Management Personnel ( KMP ). “against” for each item. Do not The Chairman of the Meeting intends to vote all available (including undirected) proxies in favour of each item of mark the “abstain” box. business, subject to the applicable voting exclusions (as set out in the Notice of Meeting). VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 2 Adoption of the Remuneration Report 3a Election of Director - Mr John Maher 3b Election of Director - Mr Peter Knoblanche 4 FY24 Grant of Performance Rights to the Managing Director and CEO  * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary/Sole Director (delete one)	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Company’s constitution and the Corporations Act 2001 (Cth).

GNC PRX2401G

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

CORPORATE REPRESENTATIVES

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

If a representative of the corporation is to attend the Meeting, the representative must lodge with, or present to, the Company (through Link Market Services, as described in the Notice of Meeting) evidence of his or her appointment before the Meeting unless it has previously been provided to Link Market Services. Shareholders can download and fill out the Appointment of Corporate Representative form from Link Market Services’ website: http://www. linkmarketservices.com.au/corporate/resources/forms.html

VOTING UNDER BOX A

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.

LODGEMENT OF A VOTING FORM

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.

A completed Voting Form (and any Power of Attorney or other authority under which it is signed) must be received by Link Market Service by 10:00am (Sydney time) on Monday, 12 February 2024, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid.

Shareholders who cast a direct vote on a resolution before the Meeting by lodging a valid Voting Form will still be entitled to attend the Meeting in person and vote on that resolution during the Meeting, with the later vote overriding the earlier vote (i.e. the shareholder will be able to revoke their vote by voting in person at the Meeting, but a shareholder’s direct vote will remain valid unless revoked at the Meeting).

Voting Forms may be lodged using the reply paid envelope or:

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

The Chairman’s decision as to whether a direct vote is valid is conclusive. VOTING UNDER BOX B – APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting Identification Number (HIN). as your proxy, please write the name of that individual or body corporate in Step 1. BY MOBILE DEVICE A proxy need not be a shareholder of the Company. If you mark Box B in Step 1 but do not name the proxy or proxies in whose favour the proxy appointment is Our voting website is designed specifically given, the Chairman may act as your proxy. The Chairman’s decision as to whether for voting online. You can now lodge a proxy vote is valid is conclusive. your proxy by scanning the QR code adjacent or enter the voting link DEFAULT TO CHAIRMAN OF THE MEETING www.linkmarketservices.com.au Any directed proxies that are not voted on a poll at the Meeting will default to the your mobile device. Log in using the Holder Chairman of the Meeting, who is required to vote those proxies as directed. Any Identifier and postcode for your undirected proxies that default to the Chairman of the Meeting will be voted shareholding. according to the instructions set out in this Voting Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes  BY MAIL opposite each item of business. All your shares will be voted in accordance with GrainCorp Limited such a direction unless you indicate only a portion of voting rights are to be voted C/- Link Market Services Limited on any item by inserting the percentage or number of shares you wish to vote in Locked Bag A14 the appropriate box or boxes. If you do not mark any of the boxes on the items of Sydney South NSW 1235 business, your proxy may vote as he or she chooses (except where the proxy is required by law or the constitution of the Company to vote, or abstain from voting, Australia in his or her capacity as proxy). If you mark more than one box on an item your vote on that item will be invalid.  BY FAX +61 2 9287 0309 APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting Form  BY HAND delivering it to Link Market Services Limited* may be obtained by telephoning the Company’s share registry or you may copy Level 12 this form and return them both together. 680 George Street To appoint a second proxy you must: Sydney NSW 2000 (a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions public holidays of votes will be disregarded; and

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

 BY HAND delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*During business hours Monday to Friday (9:00am - 5:00pm) excluding public holidays

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

LODGE YOUR QUESTIONS

==> picture [156 x 46] intentionally omitted <==

GrainCorp Limited ABN 60 057 186 035

ONLINE  www.linkmarketservices.com.au

BY MAIL  GrainCorp Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999 QUESTIONS FROM SHAREHOLDERS Please use this form to submit any questions about GrainCorp Limited (“the Company”) that you would like us to respond to at the Company’s Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 10:00am (Sydney time) on Monday, 12 February 2024. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability Other My question is for the auditor Future direction

==> picture [469 x 137] intentionally omitted <==