NUFARM LIMITED — Director's Dealing 2010

Apr 14, 2010

Form 604

Corporations Law Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Nufarm Limited

ACN/ARSN

091 323 312

1. Details of substantial holder(1)

Name Douglas Rathbone including his associates.

There was a change in the interests of the substantial holder on 15/ 04 / 2010

The previous notice was given to the company on 01/ 04 / 2010

The previous notice was dated

01/ 04 / 2010

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previousnotice		Presentnotice
	Person’svotes	Voting power(5)	Person’svotes	Voting power(5)
Ordinary shares	21,162,610	9.70%	16,131,446	7.39%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
15/04/2010	Falls Creek No 2 Pty Ltd	Shares sold under the Sumitomo Tender Offer	$14 per share	4,840,261 fully paid ordinary shares	4,840,261
15/04/2010	Grantali Pty Ltd	Shares sold under the Sumitomo Tender Offer	$14 per share	87,344 fully paid ordinary shares	87,344
15/04/2010	Douglas John Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	76,050 fully paid ordinary shares	76,050
15/04/2010	Ann Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	3,490 fully paid ordinary shares	3,490
15/04/2010	Darren Rathbone	Shares sold under the Sumitomo TenderOffer	$14 per share	3,514 fully paid ordinary	3,514

				shares
15/04/2010	Darren Rathbone	Mr Darren Rathbone reported a holding of 350 shares (already held) to Mr Douglas Rathbone. Some of these shares were sold by Mr Darren Rathbone under the Sumitomo Tender Offer. Mr Douglas Rathbone was not aware of these shares, and does not control shares held by Mr Darren Rathbone.	$14 per share	73 fully paid ordinary shares	73
15/04/2010	Bradley Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	2,441 fully paid ordinary shares	2,441
15/04/2010	Matthew Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	3,314 fully paid ordinary shares	3,314
15/04/2010	Dennis Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	2,499 fully paid ordinary shares	2,499
15/04/2010	Graeme Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	1,815 fully paid ordinary shares	1,815
15/04/2010	Sadie Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	2,499 fully paid ordinary shares	2,499
15/04/2010	Susan Rathbone	Shares sold under the Sumitomo Tender Offer	$14 per share	1,396 fully paid ordinary shares	1,396
15/04/2010	CPU Share Plan P/L as Trustee of Nufarm Executive SharePlan	Shares sold under the Sumitomo Tender Offer	$14 per share	6,818 fully paid ordinary shares	6,818

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder(8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Douglas John Rathbone	Falls Creek No.2 Pty Ltd	holder	Director	15,690,726 fully paid ordinary shares	15,690,726
Douglas John Rathbone	Grantali Pty Ltd	holder	Director	46,502 fully paid ordinary shares	46,502
Douglas John Rathbone	Ann Rathbone	holder	spouse	13,153 ordinary shares	13,153
Douglas John Rathbone	Darren Rathbone	holder	Son	14,057 ordinary shares	14,057
Darren Rathbone	Darren Rathbone	holder	Son (Note: a holding of 350 shares held by Mr Darren Rathbone, previously not included in Douglas Rathbone’s Forms 604, has now been included. . Some of these shares were sold by Mr Darren Rathbone under the Sumitomo TenderOffer.).	277 ordinary shares	277
Douglas John Rathbone	Bradley Rathbone	holder	Son	9,202 ordinary shares	9,202
Douglas John Rathbone	Matthew Rathbone	holder	Son	13,257 ordinary shares	13,257
Douglas John Rathbone	Dennis Rathbone	holder	father	10,000 ordinary shares	10,000
Douglas John Rathbone	Graeme Rathbone	holder	brother	6,840 ordinary shares	6,840
Douglas John Rathbone	Sadie Rathbone	holder	mother	10,000 ordinary shares	10,000
Douglas John Rathbone	Susan Rathbone	holder	sister-in-law	5,259 ordinary shares	5,259
Douglas John Rathbone	CPU Share Plans P/L as Trustee of Nufarm Executive SharePlan	holder	beneficial owner	312,173 ordinary shares	312,173

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Douglas John Rathbone	38Edwards Street,Essendon, 3040
Falls Creek No.2 PtyLtd	38Edwards Street,Essendon, 3040
Grantali PtyLtd	38Edwards Street,Essendon, 3040
Ann Rathbone	38Edwards Street,Essendon, 3040
Darren Rathbone	38Edwards Street,Essendon, 3040
BradleyRathbone	38Edwards Street,Essendon, 3040
Matthew Rathbone	38Edwards Street,Essendon, 3040
DennisRathbone	43Balmoral Avenue,PascoeVale South, 3044
GraemeRathbone	5ArunaDrive,WongaPark, 3115
SadieRathbone	43Balmoral Avenue,PascoeVale South, 3044
Susan Rathbone	5ArunaDrive,WongaPark, 3115
CPU SharePlansP/L	GPOBox658,Melbourne,VIC 3001

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Signature
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print name Douglas John Rathbone capacity
___________
sign here date 15 / 4 / 2010
___________
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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 30/9/2001.

Name of entity NUFARM LIMITED ABN 37 091 323 312

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	DOUGLAS JOHN RATHBONE
Date of last notice	01/04/2010

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 and Indirect  Grantali P/L  Falls Creek No 2 P/L  Ann Rathbone  Darren Rathbone  Bradley Rathbone  Matthew Rathbone  Dennis Rathbone  Graeme Rathbone  Sadie Rathbone  Susan Rathbone  CPU Share Plans P/L

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Change of Director’s Interest Notice

Appendix 3Y

Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Grantali P/L – Trustee of D Rathbone Family Trust Falls Creek No 2 P/L – Company controlled by DJ Rathbone Ann Rathbone (spouse) Darren Rathbone (Son) Bradley Rathbone (Son) Matthew Rathbone (Son) Dennis Rathbone (Father) Graeme Rathbone (Brother) Sadie Rathbone (Mother) Susan Rathbone (Sister-in-law) CPU Share Plans P/L as Trustee of Nufarm Executive Share Plan
Date of change		15/04/2010
No. of securities held prior to change		Direct Douglas John Rathbone 76,050 Ord Shares Indirect Falls Creeks No.2 P/L 20,530,987 Ord Shares Grantali P/L 133,846 Ord Shares Ann Rathbone (spouse) 16,643 Ord Shares Darren Rathbone (Son) 17,921 Ord Shares (Note: a holding of 350 shares held by Darren Rathbone, previously not included in Douglas Rathbone’s Appendices 3Y (of which Douglas Rathbone was not aware, and which Douglas Rathbone does not control), has now been included). Bradley Rathbone (Son) 11,643 Ord Shares Matthew Rathbone (Son) 16,571 Ord Shares Dennis Rathbone (Father) 12,499 Ord Shares Graeme Rathbone (Brother) 8,655 Ord Shares Sadie Rathbone (Mother) 12,499 Ord Shares Susan Rathbone (Sister-in-law)6,655 Ord Shares CPU Share Plans P/L as Trustee of Nufarm Executive Share Plan 318,991OrdShares
Class		Fully Paid Ordinary Shares
Number acquired		Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Number disposed		Direct Douglas John Rathbone 76,050 Ord Shares Indirect Falls Creeks No.2 P/L 4,840,261 Ord Shares Grantali P/L 87,344 Ord Shares Ann Rathbone (spouse) 3,490 Ord Shares Darren Rathbone (Son) 3,587 Ord Shares Bradley Rathbone (Son) 2,441 Ord Shares Matthew Rathbone (Son) 3,314 Ord Shares Dennis Rathbone (Father) 2,499 Ord Shares Graeme Rathbone (Brother) 1,815 Ord Shares Sadie Rathbone (Mother) 2,499 Ord Shares Susan Rathbone (Sister-in-law)1,396 Ord Shares CPU Share Plans P/L as Trustee of Nufarm Executive Share Plan 6,818 Ord Shares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		$14 per share
No. of securities held after change		Indirect Falls Creeks No.2 P/L 15,690,726 Ord Shares Grantali P/L 46,502 Ord Shares Ann Rathbone (spouse) 13,153 Ord Shares Darren Rathbone (Son) 14,334 Ord Shares Bradley Rathbone (Son) 9,202 Ord Shares Matthew Rathbone (Son) 13,257 Ord Shares Dennis Rathbone (Father) 10,000 Ord Shares Graeme Rathbone (Brother) 6,840 Ord Shares Sadie Rathbone (Mother) 10,000 Ord Shares Susan Rathbone (Sister-in-law)5,259 Ord Shares CPU Share Plans P/L as Trustee of Nufarm Executive Share Plan 312,173 Ord Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		Off market transfer pursuant to the Sumitomo Tender Offer

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.

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

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.

Appendix 3Y Page 4

11/3/2002