GRAINCORP LIMITED — Proxy Solicitation & Information Statement 2006

Jan 18, 2006

Proxy Form

GrainCorp Limited

ABN 60 057 186 035

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 2 8234 5050 www.computershare.com

Appointment of Proxy

I/We being a member/s of GrainCorp Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting	OR
(mark with an $X$ )

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of GrainCorp Limited to be held at Rydges Jamison Hotel, 11 Jamison Street, Sydney, NSW on Wednesday 22 February 2006 at 11.00am and at any adjournment of that meeting.

Voting directions to your proxy - please mark

to indicate your directions

Item 1 That the Remuneration Report set out in the Directors Report be adopted

Item 2 Election of Mr David Groves as a Director of the Company

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

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Securityholder 3

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Director/Company Secretary

Sole Director and Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Name

Securityholder 2

Director

Contact Daytime Telephone

012228 - V1

Date

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise vour broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

$\overline{3}$ Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

$\boldsymbol{\Lambda}$ Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable $(a)$ 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 of votes will be disregarded.
• return both forms together in the same envelope. $(b)$

5 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, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document 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 a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11.00am on Wednesday 22 February 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

012228 - V1

Documents may be lodged using the reply paid envelope or:

Registered Office - Tower 1, Level 17, 201 Sussex Street, Sydney NSW 2000 Australia IN PERSON Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia Registered Office - Tower 1, Level 17, 201 Sussex Street, Sydney NSW 2000 Australia BY MAIL Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Vic 8060 Australia BY FAX 61 3 9473 2118

GrainCorp Limited ABN 60 057 186 035

GrainCorp Limited ABN 60 057 186 035

PO Box A268 Sydney South NSW 1235

20 January 2006

FROM THE CHAIRMAN

Dear Shareholder

I am pleased to invite you to this year's Annual General Meeting of GrainCorp Limited ("Company") to be held at the Rydges Jamison Hotel, 11 Jamison Street, Sydney, NSW on Wednesday 22 February 2006, commencing at 11.00am.

This year's meeting will involve the usual business of receiving and considering the accounts and the election of directors. One director is due to retire at this year's meeting. Mr David Groves, having nominated, will be standing for re-election as an Elected Director. The Board following an assessment of Mr Groves skills and performance fully support the nomination of Mr Groves. Please exercise your opportunity to vote.

On 23 December 2005 Mr Ron Greentree retired as Chairman, and as a Director of the Company. Ron contributed greatly to the development of GrainCorp over nearly 11 years of service and on leaving the role of Chairman he left the Company in great shape. During the six years he was Chairman, Ron led the business through a successful period of growth and diversification. The mergers with Vicgrain and Grainco and the acquisition of Allied Mills leave a valuable legacy of which he can be justly proud.

As your new Chairman I am looking forward to steering the Company towards the many opportunities that lie ahead, and to continue building on the diverse strengths that this company possesses. GrainCorp has an enviable asset base, good geographic spread, and the ability to generate strong cash flow from grain receivals. We also face a number of challenges. These include increased competition to service the growing domestic market, and the need to ensure our network size and cost base matches our activity and growth strategies.

If you are unable to attend the Annual General Meeting, I encourage you to vote using the attached Proxy Form. If attending, please bring this letter with you to facilitate your entitlement to vote.

Enclosed is a copy of the 2005 Annual Report which provides full details of the Company's activities for the year and looks at what is ahead for GrainCorp Limited.

Thank you for your continued investment and support.

Yours sincerely

$-\frac{1}{2}$

Don Taylor Chairman

NOTICE OF ANNIJAL GENERAL MEETING

GrainCorp Limited ABN 60 057 186 035 ("Company")

The Annual General Meeting of the Company will be held

• at: Rydges Jamison Hotel, 11 Jamison Street, Sydney, NSW
• Wednesday 22 February 2006, commencing on: at 11.00am.

Ordinary Business

Item 1. Accounts and reports

To receive and consider the financial statements and the reports of the directors and the auditors for the year ended 30 September 2005.

To consider the following resolution:

"That the Remuneration Report set out in the Directors Report be adopted."

(See Explanatory Notes with regard to a shareholder's rights to submit written questions to the auditors in connection with the auditor's report or the conduct of the audit and also with regard to the reasons for the resolution in connection with the Remuneration Report)

Item 2. Election of Directors

Mr David Groves retires from office in accordance with the Company's Constitution. Mr David Groves, being eligible, offers himself for re-election as an Elected Director of the Company in accordance with the Company's Constitution.

To consider and if thought fit, pass the following ordinary resolution with effect from the close of this meeting:

"That Mr David Groves be elected as an Elected Director" of the Company."

(See Explanatory Notes for more information on Mr David Groves)

NOTES

Members entitled to vote and attend the meeting of shareholders

In accordance with the company's constitution and the Corporations Regulation 2001 the Board has determined that the members entitled to vote at the meeting shall be those persons who are recorded in the register of members at 5pm Monday 20 February 2006.

Appointment of proxy

A shareholder entitled to attend and vote at the meeting may appoint a person as the member's proxy to attend and vote for the shareholder at the meeting. The person appointed as a proxy may be an individual or a body corporate. If a shareholder chooses to appoint a body corporate as its proxy. the body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the shareholder's proxy.

Number of proxies and proportion of votes per proxy

A shareholder entitled to attend and vote is entitled to appoint one or two proxies to attend and vote in their place. If two proxies are appointed, the shareholder may specify the proportion or number of votes which each proxy may exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

Proxy need not be shareholder

A proxy need not be a shareholder of the Company.

Lodgement of proxy forms

A proxy form is enclosed with this Notice of Meeting. A proxy form and the authority (if any) under which it is signed or a certified copy of that authority must be deposited or faxed to Computershare Investor Services, not less than 48 hours before the time for commencement of the meeting.

Please send your completed proxy form by post or fax to:

Computershare Investor Services Level 3 60 Carrinoton Street SYDNEY NSW 2000 Mail GPO Box 7045 Fax (03) 9473 2118

to be received no later than 11.00am (Sydney time) on Monday 20 February 2006.

Directing your proxy

You can direct your proxy how to vote by marking the "for", "against" or "abstain" boxes on the Proxy Form. If you choose to direct your proxy but do not mark the boxes correctly, the proxy's vote will be invalid. If you have appointed someone other than the Chairman as your proxy and do not direct them how to vote, that person may vote. or abstain from voting, at their discretion.

No direction (where Chairman is proxy)

If the Chairman is your proxy and you do not specifically direct how your proxy is to vote on a resolution, you will be taken to have directed your proxy to vote in favour of that resolution.

By order of the Board

$N.R.A.f$

Nigel Hart Company Secretary

20 January 2006

Annual General Meeting - 22 February 2006 EXPLANATORY NOTES

GrainCorp Limited ABN 60 057 186 035 ("Company")

Item 1 – Accounts and reports

The Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (Cth) (CLERP 9) became law on 1 July 2004. This Act introduced a number of changes to the way listed public companies must conduct their Annual General Meetings.

Opportunity to submit written questions to the auditors

Shareholders entitled to vote at the AGM may submit a written question to the auditor that relates to:

• the content of the auditor's report to be ø considered at the meeting; or
• the conduct of the audit of the annual financial $\bullet$ report to be considered at the meeting.

Any shareholder who wishes to submit a question on these matters must submit that question in writing to the Company Secretary at Level 17, Tower 1, Darling Point, 201 Sussex Street, Sydney NSW 2000 no later than 15 February 2006. The Company will then pass the questions on to the auditor for consideration.

A list of questions that the auditor considers relevant to the matters outlined above will be made available to shareholders at the meeting. A representative of the Company's auditor, PricewaterhouseCoopers, will attend the meeting.

Resolution to adopt the Remuneration Report

Shareholders entitled to vote at the AGM will also be entitled to vote on the adoption of the Remuneration Report set out in the Report of the Directors. In accordance with Section 250R the Corporations Act 2001 (Cth), the vote on the resolution is advisory only and does not bind the directors or the Company.

The Chairman of the meeting intends to vote any undirected proxies in favour of Item 1.

Directors' Recommendation

The Directors' recommend that shareholders vote in favour of Item 1.

Item 2 - Election of Directors

The Board of the Company consists of up to 11 Directors. which under the Company's Constitution ("Constitution"). comprises six non-executive Group Directors (Grain Growers) Association Limited ("GGA") Directors), four non-executive Elected Directors (elected by shareholders) and one Executive Director (appointed by the Board).

In accordance with the three year rotation cycle under the Constitution one of the four Elected Directors, Mr David Groves, will retire at the forthcoming annual general meeting.

Mr David Groves, being eligible, offers himself for re-election as an Elected Director of the Company.

The Remuneration and Nominations Committee (excluding Mr Groves) of the Board has conducted an assessment of the performance of the retiring non-executive Director. Mr Groves, and has reviewed the skills, knowledge, experience and diversity represented on the Board. Having conducted those assessments and that review, the Board recommends to shareholders the re-election of Mr Groves.

The following is a profile on Mr David Groves.

Elected Director since 24 August 1994. Chartered Accountant and Company Director.

Qualifications: B.Com., M.Com., CA. FAICD

Experience: Director of Equity Trustees Limited, Masling Industries Pty Ltd and Kambala (Independent school for girls). Member of MIR Investment Management Limited Advisory Council, Member of Remuneration and Nominations Committee. David is also an executive director of a number of private companies involved in agriculture, viticulture and investment. Formerly a director of Mason Stewart Publishing. non-executive director of Camelot Resources NL and an executive with Macquarie Bank Limited and its antecedent. Hill Samuel Australia.

Directors' Recommendation

Each Director of the Company (excluding Mr David Groves) recommends that shareholders vote in favour of the resolution to elect Mr David Groves.