GRAINCORP LIMITED — Director's Dealing 2003

Nov 3, 2003

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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 30/9/2001.

Name of entity	GRAINCORP LIMITED
IA BN	60 057 186 035

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	DAVID GROVES
Date of last notice	October 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest.	DIRECT/INDIRECT AS BELOW
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	AS LISTED BELOW
Date of change	4/11/2003

⁺ See chapter 19 for defined terms.

No. of securities held prior to change	489,873 Ordinary shares as a Director of Desbech Pty Ltd.
	890,976 Ordinary shares as a Director of DB Capital
	Pty Ltd 241,984 Ordinary shares as a Director of R and D
	Pastoral Pty Ltd
	21,200 Ordinary Shares - indirect interest in holding of K Groves and N Der Sarkissian
	105 Ordinary shares - indirect interest in partners holding - K Groves.
	581 Ordinary Shares - D Groves
	Total ordinary shares held - 1,644,719
	4000 Reset preference shares as a Director of Desbech
	Pty Ltd 5500 Reset preference shares as a Director of DB
	Capital Pty Ltd
	500 Reset preference shares - indirect interest in
	holding of K Groves and N Der Sarkissian
	Total Reset Preference shares - 10,000
Class	FULLY PAID ORDINARY SHARES
Number acquired	172
Number disposed	$\theta$
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$13.38
No. of securities held after change	489,873 Ordinary shares as a Director of Desbech Pty Ltd
	890,976 Ordinary shares as a Director of DB Capital
	Pty Ltd
	241,984 Ordinary shares as a Director of R and D Pastoral Pty Ltd
	21,200 Ordinary Shares - indirect interest in holding
	of K Groves and N Der Sarkissian
	105 Ordinary shares - indirect interest in partners holding $-K$ Groves.
	753 Ordinary Shares - D Groves
	Total ordinary shares held - 1,644,891
	4000 Reset preference shares as a Director of Desbech
	Pty Ltd
	5500 Reset preference shares as a Director of DB
	Capital Pty Ltd
	500 Reset preference shares - indirect interest in holding of K Groves and N Der Sarkissian
	Total Reset Preference shares - 10,000

⁺ See chapter 19 for defined terms.

	Nature of change	ON MARKET PURCHASE OF SECURITIES
	Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	UNDER DEFERRED SHARE PLAN

Part 2 - Change of director's interests in contracts

L

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

$+$ See chapter 19 for defined terms.