GRAINCORP LIMITED — M&A Activity 2013

Dec 2, 2013

3 December 2013

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

Dear Sir/Madam,

GrainCorp Limited (ASX:GNC)

GrainCorp notes the announcement by Archer Daniels Midland Company (ADM) on 2 December 2013 withdrawing their offer for all the ordinary shares in GrainCorp Limited. A copy of ADM's announcement is attached.

Yours sincerely,

Betty Ivanoff Group General Counsel

GrainCorp Limited

Level 26, 175 Liverpool Street
Sydney NSW 2000

PO Box A268
Sydney South NSW 1235 T 02 9325 9100

F 02 9325 9180

8 Chifley 8-12 Chifley Square Sydney NSW 2000 GPO Box 9925 NSW 2001 Tel (02) 9210 6500 Fax (02) 9210 6611 www.corrs.com.au

CORRS CHAMBERS WESTGARTH tawyers

Sydney Melbourne Brisbane Perth

Date Pages	2 December 2013 2 (including this page)
Т٥	Company Announcements Platform Australian Securities Exchange Limited Fax 1300 135 638

Dear Sir/Madam

Takeover bid by ADM Australia Holdings II Pty Limited for GrainCorp Limited - Withdrawal of offer

We act for ADM Australia Holdings II Pty Limited ACN 158 556 686 (ADM Australia), a wholly-owned indirect subsidiary of Archer-Daniels-Midland Company.

We attach a notice that ADM Australia withdraws its takeover offer for all the ordinary shares in GrainCorp Limited ACN 057 186 035 effective as at 7.00pm (Sydney time) on 2 December 2013.

Yours faithfully Corrs Chambers Westgarth

PLEASE NOTE: If this fax transmission is received by other than the named addressee, you are requested immediately to notify us and return the original message to us at the postal address shown. The client entitied to the benefit of the solicitor/client/legal professional privilege attaching to this document is entitied to recover all copies of the document and to prevent its dissemination or use in any form by application to the courts.

2 December 2013

Australian Securities and Investments Commission (ASIC); and To:

GrainCorp Limited ACN 057 186 035 (GrainCorp); and

each person to whom an offer was made under the bidder's statement dated 24 June 2013 (Bidder's Statement) issued by ADM Australia Holdings II Pty Limited ACN 158 556 686 (ADM Australia), a wholly owned subsidiary of Archer-Daniels-Midland Company (ADM), In respect of ADM Australia's takeover offer (Offer) for all the ordinary shares in GrainCorp

Notice of withdrawal of ADM Australia's Offer

As you may be aware, on 29 November 2013, the Federal Treasurer, the Honourable Joe Hockey, made an order under the Foreign Acquisitions and Takeovers Act 1975 prohibiting ADM's proposed acquisition of 100% of the shares in GrainCorp.

ADM Australia has given notice that the FIRB approval condition set out in section 12.8(a) of the Bidder's Statement is not capable of being satisfied.

Any acceptances that ADM Australia has received under the Offer will not be processed.

To those shareholders who had accepted the Offer, we are disappointed that we will not be able to buy the shares that you had tendered into the Olfer. However, we would like to take this opportunity to thank you for your patlence and support.

ADM Australia has obtained ASIC consent to allow ADM Australia to withdraw its Offer under section 652B of the Corporations Act 2001 (Corporations Act).

ADM gives notice under the Corporations Act that it withdraws its Offer effective as at 7.00pm (Sydney time) on 2 December 2013. From this time, the effect of the withdrawal of the Offer is that all acceptances are released and any GrainCorp shareholders who had accepted the Olfer are free to deal with their entire shareholding in GrainCorp.

A copy of this notice was lodged with ASIC on 2 December 2013. ASIC takes no responsibility for the contents of this notice.

Yours faithfully

ADM Australia Holdings II Pty Limited

IR Part

lan Pinner Director