GRAINCORP LIMITED — Director's Dealing 2021

Mar 7, 2021

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

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 30/09/01 Amended 01/01/11

Introduced 30/09/01 Amended 01/01/11
Name of entity	GrainCorp Limited (GrainCorp)
ABN	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	Robert Spurway
Date of last notice	22 December 2020

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	5 March 2021
No. of securities held prior to change	Ordinary Shares: 1,220 Deferred Equity Rights: 22,568
Class	Rights issued in accordance with the GrainCorp long-term incentive plan (LTI Plan) for the financial years ended 30 September 2020 (FY20) and 30 September 2021 (FY21), as outlined in GrainCorp’s FY20 remuneration report (being Performance Rights).
Number acquired	FY20 Performance Rights: 282,738 FY21 Performance Rights: 239,259 Total Performance Rights: 521,997

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Consideration: Performance Rights were issued for nil consideration in accordance with the LTI Plan. The number of FY20 Performance Rights was determined using: a) the volume weighted average price (VWAP) of GrainCorp shares for the 20 trading days up to 28 April 2020 (being the first 20 consecutive trading days within the 30-day period commencing after the fourth day after 23 March 2020). This equated to $3.36 per GrainCorp share (FY20 Value per Right); and b) dividing Mr Spurway’s FY20 long- term incentive opportunity by the FY20 Value per Right (rounded down to the nearest whole Performance Right). The number of FY21 Performance Rights was determined using: a) the VWAP of GrainCorp shares for the 20 trading days up to and including 30 September 2020. This equated to $4.05 per GrainCorp share (FY21 Value per Right); and b) dividing Mr Spurway’s FY21 long- term incentive opportunity by the FY21 Value per Right (rounded down to the nearest whole Performance Right). The Performance Rights will only vest in accordance with the provisions of the FY20 and FY21 LTI Plans, as outlined in GrainCorp’s FY20 remuneration report.
No. of securities held after change	Ordinary Shares: 1,220 Deferred Equity Rights: 22,568 Performance Rights: 521,997
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issued pursuant to the LTI Plan following shareholder approval on 11 February 2021.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

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	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3