GRAINCORP LIMITED — Regulatory Filings 2015

Dec 17, 2015

FY15 Annual General Meeting

18 December 2015

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Disclaimer

This presentation includes both information that is historical in character and information that consists of forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. The forward looking statements are subject to risks, stakeholder engagement, uncertainties and assumptions which could cause actual results, timing, or events to differ materially from the expectations described in such forward looking statements. Those risks and uncertainties include factors and risks specific to the industry in which GrainCorp operates, any applicable legal requirements, as well as matters such as general economic conditions.

While GrainCorp believes that the expectations reflected in the forward looking statements in this presentation are reasonable, neither GrainCorp nor its directors or any other person named in the presentation can assure you that such expectations will prove to be correct or that implied results will be achieved. These forward looking statements do not constitute any representation as to future performance and should not be relied upon as financial advice of any nature. Any forward looking statement contained in this document is qualified by this cautionary statement.

2

Agenda

1. Chairman’s Address (Mr. Don Taylor)

2. Business of the Annual General Meeting (Mr. Don Taylor)

3. Resolutions

4. Shareholder Questions

5. Poll Voting

6. CEO’s Presentation (Mr. Mark Palmquist)

7. Results of Polls (Mr. Don Taylor)

8. Meeting Closed (Mr. Don Taylor)

3

Chairman’s Address

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Business of the AGM Slides 6 – 20: Procedural Instructions & Voting Mr. Don Taylor

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Business of the AGM

For Consideration 1 Consideration of Financial Statements and Reports

Ordinary Resolutions

2 Adoption of the Remuneration Report

3 Election of Directors 4 3.1 Re-election of Mr. Don Taylor 3.2 Re-election of Mr. Donald McGauchie 3.3 Election of Mr. Peter Richards 4 Grant of Performance Rights to Managing Director and CEO Mr. Mark Palmquist

6

Voting Cards & Visitors

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GrainCorp Limited Annual General Meeting 18 December, 2015 SHAREHOLDER/PROXYHOLDER ADMISSION/VOTING CARD

Sample Only

GrainCorp Limited Annual General Meeting 18 December, 2015 Non-Voting Shareholder Admission Card

Sample Only

As a non-voting Shareholder you are reminded that whilst you are entitled to speak at this meeting, you are not entitled to vote.

POLL VOTING

In a poll, please mark a box below to indicate your voting intention. Ordinary Resolutions For Against Abstain Resolution 2 Adoption of the Remuneration Report

Resolution 3.1 Re-election of Director – Mr. Don Taylor

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Resolution 3.2

Re-election of Director – Mr. Donald McGauchie

Resolution 3.3

Election of Director – Mr. Peter Richards

Resolution 4 Grant of Performance Rights to Managing Director and CEO Mr. Mark Palmquist

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GrainCorp Limited Annual General Meeting 18 December, 2015 VISITOR ADMISSION CARD

Thank you for your interest in attending this meeting. As a visitor you are most welcome, but are reminded that this is a Shareholders’ meeting. You are not entitled to speak or vote at this meeting.

7

Consideration of the Financial Statements and Reports

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To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the year ended 30 September 2015.

8

Adoption of the Remuneration Report

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To consider and, if thought appropriate, pass the following ordinary resolution: “That the Remuneration Report (which forms part of the Directors’ Report) of GrainCorp Limited for the financial year ended 30 September 2015 set out on pages 23 to 40 of the 2015 Annual Report be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

9

Proxy & Direct Votes

Adoption of the Remuneration Report

PROXY & DIRECT VOTES	FOR	OPEN	AGAINST	TOTAL
Item 2	137,249,946	472,887	34,704,434	172,427,267
% vote	79.6%	0.3%	20.1%	75.3% of issued capital

The Chairman of the Meeting will be voting open proxies in favour of the resolution.

10

Re-election/Election of Directors

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DON C TAYLOR

Bcom, CA, GradCertRurSc, FACID CHAIRMAN and NON-EXECUTIVE DIRECTOR

DONALD G McGAUCHIE AO

FAICD NON-EXECUTIVE DIRECTOR

PETER I RICHARDS

BCom NON-EXECUTIVE DIRECTOR

11

Re-election of Directors

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DON C TAYLOR

Bcom, CA, GradCertRurSc, FACID CHAIRMAN and NON-EXECUTIVE DIRECTOR

3.1) To consider and, if thought appropriate, pass the following ordinary resolution:

“That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr. Don Taylor , retiring by rotation, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

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Proxy & Direct Votes

Re-election of Director – Mr. Don Taylor

PROXY & DIRECT VOTES	FOR	OPEN	AGAINST	TOTAL
Item 3.1	177,549,669	469,019	699,383	178,718,071
% vote	99.4%	0.3%	0.4%	78.1% of issued capital

The Chairman of the Meeting will be voting open proxies in favour of the resolution.

13

Re-election of Directors

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DONALD G McGAUCHIE AO

FAICD NON-EXECUTIVE DIRECTOR

3.2) To consider and, if thought appropriate, pass the following ordinary resolution:

“That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr. Donald McGauchie , retiring by rotation, being eligible and offering himself for election, be reelected as a Director of the Company.”

14

Proxy & Direct Votes

Re-election of Director – Mr. Donald McGauchie

PROXY & DIRECT VOTES	FOR	OPEN	AGAINST	TOTAL
Item 3.2	177,306,660	469,666	941,745	178,718,071
% vote	99.2%	0.3%	0.5%	78.1% of issued capital

The Chairman of the Meeting will be voting open proxies in favour of the resolution.

15

Election of Director

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PETER I RICHARDS

BCom NON-EXECUTIVE DIRECTOR

3.3) To consider and, if thought appropriate, pass the following 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 Richards, appointed on 9 November 2015, to fill a casual vacancy, being eligible and offering himself for election, be elected as a Director of the Company.”

16

Proxy & Direct Votes

Election of Director – Mr. Peter Richards

PROXY & DIRECT VOTES	FOR	OPEN	AGAINST	TOTAL
Item 3.3	147,655,323	475,253	30,576,902	178,707,478
% vote	82.6%	0.3%	17.1%	78.1% of issued capital

The Chairman of the Meeting will be voting open proxies in favour of the resolution.

17

Grant of Performance Rights to Managing Director and CEO Mr. Mark Palmquist

To consider and, if thought appropriate, pass the following ordinary resolution: “That the grant of Performance Rights under the Company’s equity incentive plans to Managing Director and Chief Executive Officer, Mr. Mark Palmquist, in the manner set out in the Explanatory Notes to this Notice of Meeting be approved.”

18

Proxy & Direct Votes

Grant of Performance Rights to Managing Director and CEO

PROXY & DIRECT VOTES	FOR	OPEN	AGAINST	TOTAL
Item 3	176,858,185	524,848	893,898	178,276,931
% vote	99.2%	0.3%	0.5%	77.9% of issued capital

The Chairman of the Meeting will be voting open proxies in favour of the resolution.

19

Poll Voting

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GrainCorp Limited Annual General Meeting

18 December, 2015 SHAREHOLDER/PROXYHOLDER ADMISSION/VOTING CARD

Sample Only

POLL VOTING

In a poll, please mark a box below to indicate your voting intention.

Ordinary Resolutions

Resolution 2

Adoption of the Remuneration Report

Resolution 3.1

Re-election of Director – Mr. Don Taylor

Resolution 3.2

Re-election of Director – Mr. Donald MCGauchie

Resolution 3.3

Election of Director – Mr. Peter Richards

Resolution 4

Grant of Performance Rights to Managing Director and CEO

For Against Abstain

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20

CEO Presentation Mr. Mark Palmquist

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CEO Presentation

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1 FY15 Result Overview

2 Building a strong foundation for stability and growth in earnings

3 FY16 Outlook

22

Commitment to values driving positive outcomes

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Lost Time Injury Frequency Rate[(1)]

All Injury Frequency Rate[(2)]

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12.0
38.8
36.1
10.7
46% decrease 36% decrease
7.0
21.6
13.9
3.8
FY12 FY13 FY14 FY15 FY12 FY13 FY14 FY15
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1. Lost Time Injury Frequency Rate (“LTIFR”) calculated as the number of Lost Time Injuries per million hours worked. Includes permanent and casual employees and GrainCorp controlled contractors.

2. All Injury Frequency Rate (“AIFR”) calculated as the number of injuries per million hours worked. Includes permanent and casual employees and GrainCorp controlled contractors. Includes lost time injuries, medical and restricted work injuries.

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Earnings from Malt and Oils support challenging period for grains businesses

• Underlying earnings: $235M EBITDA[(1)] and $45M NPAT[(2)] .

• Statutory NPAT: $32M after significant items[(3)] .

• Dividend: fully franked FY15 final dividend of 2.5 cents per share.

• Malt: another strong performance reflecting high capacity utilisation.

• Oils: solid contribution with volumes stabilising but lower margins.

• Storage & Logistics: performed well given smaller crop.

• Marketing: challenging conditions.

EBITDA by segment[4 ] $M

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FY09
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Allied
13%
Grains (5)
87%
FY15
Allied Grains(5)
10%
14%
Oils
26%
Malt
50%
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1. EBITDA is a non-IFRS measure representing earnings before interest, tax, depreciation and amortisation, before significant items. 2. Net profit after tax and before significant items.

2. Significant items of $12.4M after tax.

3. Underlying EBITDA. Excludes corporate costs.

4. Includes S&L and Marketing EBITDA.

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Strategic initiatives will better manage variability in earnings

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Manage variability

Deliver growth EBITDA and NPAT[(3)] $M

Improve returns

EBITDA by segment[(1)] $M

Return on Equity %

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FY09
FY09
FY15
7yr Avg
Allied
13%
294
235
160
119
63 45
(2)
Grains
EBITDA NPAT
87%
Growth in earnings over the
FY15
longer-term despite impact
Allied
Grains(2) of challenging year for grains
10%
14% business – highlights
importance of diversification
Oils strategy
26%
Malt
50%
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Annual ROE % Rolling 5 yr avg ROE %
14.4%
13.0%
11.2%
10.1%
6.6%
5.4%
2.5%
FY09 FY10 FY11 FY12 FY13 FY14 FY15
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Strategic initiatives to optimise/grow the business and improve returns

1. Underlying EBITDA. Excludes corporate costs.

2. Includes S&L and Marketing EBITDA.

3. Underlying EBITDA and NPAT. Includes corporate costs.

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Earnings profile reinforces the importance of investing for diversification

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EBITDA[(1) ] $M

Malt Oils Allied Marketing S&L

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414
395
350
293
235
212
160
FY09 FY10 FY11 FY12 FY13 FY14 FY15
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Investment in our processing businesses and continued operational
improvements building increased and less variable earnings base
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1. Before significant items. EBITDA and NPAT reflect inclusion of Malt from FY10 and Oils from FY13.

Capital investment for growth in more reliable earnings

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Storage & Logistics Marketing Malt Oils
Invested (1)
Underway (2)
Balance (3) Over next ~3 [+]
years
140
~$254M [(2)]
underway
83 94
26 47 30
24
13 15 47
15
First tranche (1)
announced 171 ~$270M
invested
May 2015
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Capital investments

Marketing Marketing

Malt

Storage & Logistics S&L

Project Regeneration S&L

Malt

• Customer service • Network revitalisation  • Canadian grain joint • Operations excellence

• • Non-grain opportunities rail loading infrastructure venture (energy, water, waste, and capacity expansions • Global trading and risk labour) (13 sites) management platform • Global model & customer segmentation

• Pocatello expansion (2H17)

Oils

Oils

• Integration completed

• Footprint optimisation (2H16)

• Terminals (Fremantle, Port Kembla completed; Brisbane 1H16)

• Numurkah expansion – oil & meal (FY17)

Hurdle rate of >12% IRR[(4)]

1. Growth capex invested FY13 to FY15.

2. Growth capex projects announced and underway.

3. Growth capex announced but projects not yet underway.

4. Ungeared, after tax.

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S&L: Project Regeneration

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S&L: New site at Calleen

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S&L: Ports flexibility

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Oils: Network footprint

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Oils: Liquid terminals expansions

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Malt: Pocatello expansion

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Malt: Operations excellence

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Marketing: Expansion of grain origination footprint in Canada

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Marketing: Broadening our grain origination

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• Europe Canada

• • Competitive point of difference • Joint venture with

• • Success with Barley Zen-Noh • New container packing facility

• • Increasing exposure to SE Asian customers

• WA & SA • Increasing origination and exports

• Enhanced service offering to existing customers

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FY16 outlook

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Storage & Logistics

Oils

• Eastern Australian crop production estimate of 17.7mmt[(1)]

• Carry-in of 1.6mmt, lower than recent years

• Year to date receivals of 7.1mmt[(2)]

• Year to date grain exports of 0.5mmt[(3)] and 2.9mmt booked on the shipping stem[(4)]

• High capacity utilisation for crushing

• Refining volumes stabilising; potentially improved sales mix

• Consistently high capacity utilisation across bulk liquid terminals

• Partial contributions from new bulk liquid terminal in Brisbane and foods network optimisation project

Marketing

Malt

• Dependent on size of eastern Australia crop, quality of grain and relative size to other regions as well as movements in fuel and freight costs

• Implementation of grain origination growth strategy outside Eastern Australia continuing to gain traction

• Sales consistent with FY15 expected

• Continued strong capacity utilisation above 90% supported by malt portfolio position

• Continued incremental benefits from strategic initiatives being realised

• Eastern Australia’s wheat, barley, canola and sorghum production estimates using the average of the Australian Crop Forecasters December 2015 report and ABARES December 2015 report.

• Wheat, barley, canola, sorghum received up country year-to-date.

• Wheat, barley, canola, sorghum exports year-to-date.

• Wheat, barley, canola, sorghum shipping stem bookings year-to-go.

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Focus 2016

Strategic Lenses

Supply Chain

Complexity & Integration

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Growth
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Business unit priorities

Storage & Strengthening our grain Logistics handling proposition Grow our grain Marketing Marketing business Delivering additional Malt Malt value Oils Building our Oils business Driving strategy and Corporate supporting business unit initiatives

Outcomes

Deliver on corporate objectives

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38

Results of Polls Mr. Don Taylor

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Meeting Closed

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FY15 Annual General Meeting

18 December 2015

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