NUFARM LIMITED — Director's Dealing 2018

Dec 20, 2018

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	11/1/2018

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	N/A
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	N/A
No. of securities held prior to change	Direct: 90,513 Indirect: Our Barnyard P/L – GA Hunt Family Trust - 119,065 Ordinary Shares CPU Share Plans P/L – Trustee of Nufarm Global Incentive Share Plan - 257,755 Ordinary Shares Pacific Custodians P/L – Trustee of the Nufarm Global Share Plan - 3,579 Ordinary Shares
Class	N/A
Number acquired	N/A
Number disposed	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	Direct: 90,513 Indirect: Our Barnyard P/L – GA Hunt Family Trust - 119,065 Ordinary Shares CPU Share Plans P/L – Trustee of Nufarm Global Incentive Share Plan - 257,755 Ordinary Shares Pacific Custodians P/L – Trustee of the Nufarm Global Share Plan - 3,579 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	N/A

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.
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)	N/A
Date of change	21/12/2018

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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	211,082 Rights
Interest acquired	162,933 Rights
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	Direct interest in 374,015 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

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3