NUFARM LIMITED — Director's Dealing 2017

Oct 10, 2017

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

Name of entity Nufarm Limited ABN 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	Gregory Allan Hunt
Date of last notice	9/1/2017

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		Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		•Ordinary shares held by the Trustee of the Nufarm Global Incentive Share Plan •Unquoted Performance Rights issued pursuant to the rules of the Company’s Long Term Incentive Plan (LTIP)
Date of change		11/10/2017
No. of securities held prior to change		Indirect Our Barnyard P/L – GA Hunt Family Trust - 70,000 Ordinary Shares CPU Share Plans P/L – Trustee of Nufarm Global Incentive Share Plan - 138,282 Ordinary Shares Pacific Custodians P/L – Trustee of the Nufarm Global Share Plan - 3,328 Ordinary Shares
Class		Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired		49,778 Ordinary shares upon the automatic conversion of unquoted Performance Rights pursuant to the rules of the Company’s LTIP.
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		Automatic conversion of unquoted Performance Rights pursuant to the rules of the Company’s LTIP.
No. of securities held after change		Indirect Our Barnyard P/L – GA Hunt Family Trust - 70,000 Ordinary Shares CPU Share Plans P/L – Trustee of Nufarm Global Incentive Share Plan - 188,060 Ordinary Shares Pacific Custodians P/L – Trustee of the Nufarm Global Share Plan - 3,328 Ordinary 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		Automatic conversion of unquoted Performance Rights and shares purchased on market pursuant to the rules of the Company’s LTIP.

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 Mr Hunt’s remuneration is governed by his employment contract. The terms of the contract provide for, among other things, the issue of Rights under the Company’s LTIP.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Nature of interest	Rights granted in accordance with Mr Hunt’s employment contract and under the terms of the Company’s LTIP (“Rights”). These Rights, subject to meeting performance and other conditions determined by the Board in accordance with the terms of offer and the rules of the LTIP, may become a right to shares of the Company or cash, in the Board’s discretion, at a later date. Whether the Rights will become rights to shares will depend on the achievement of ROFE and TSR performance hurdles set out in the Company’s Remuneration Report. 50% of the LTIP will vest subject to the achievement of a relative TSR performance hurdle measured against a selected group of comparator companies. The remaining 50% of the LTIP will vest subject to the 3 year average of an absolute ROFE target. The Board, in its discretion, determines that the Rights are to be satisfied by cash or an allocation shares at the end of the performance period. These Rights do not give Mr Hunt any present right to receive shares in the Company, or any present right or power to exercise, or control the exercise of, any voting or disposal power in respect of shares.
Name of registered holder (if issued securities)	Not applicable
Date of change	11/10/17
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	Direct interest in 74,378 Rights issued in accordance with the terms of Mr Hunt’s service contract and the terms of the Company’s LTIP.
Interest acquired	95,670 Rights
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Direct interest in 170,048 Rights issued in accordance with the terms of Mr Hunt’s service contract and the terms of the Company’s LTIP.

Part 3 –[+] Closed period

Were the interests in the securities or contracts No detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period?

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

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