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NUFARM LIMITED M&A Activity 2010

Mar 24, 2010

65453_rns_2010-03-24_400fc37a-f407-4200-9fdd-c76fa30368d9.pdf

M&A Activity

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Nufarm Limited ACN 091 323 312 103-105 Pipe Road, Laverton North, VIC Australia 3026 Telephone: (03) 9282 1000 Facsimile: (03) 9282 1111 Postal Address: PO Box 103, Laverton, VIC Australia 3028

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25 March 2010

The Manager Company Announcements Office ASX Limited

Dear Sirs

NUFARM LIMITED – NOTICE IN RELATION TO ACCEPTANCE FORMS RECEIVED UNDER TENDER OFFER

We refer to the tender offer ( Offer ) by Sumitomo Chemical Company Limited ( Sumitomo ) to acquire up to 20% of the total issued shares in Nufarm Limited ( Nufarm ).

Set out below is a summary of the total number of acceptances received to date from Nufarm shareholders under the Tender Offer and the total number of Nufarm shares in which Nufarm and its associates have a relevant interest. The Offer is open until 7.00pm (Melbourne time) on 9 April 2010.

Due to the terms of the Tender Offer, in particular, the maximum purchase condition and the scale back condition (referred to in sections 3.2(d) and 3.3 of the offer document in relation to the Tender Offer), Sumitomo will not acquire more than 20% of the issued shares in Nufarm. It should also be noted that pursuant to relief granted to Sumitomo by the Australian Securities and Investments Commission on 2 March 2010, Sumitomo’s relevant interest in Nufarm, as a result of acceptances received under the Tender Offer, will not exceed 20%.

Under the terms of the Shareholder Deed between Nufarm and Sumitomo, dated 22 January 2010, Nufarm will have the power to control the exercise of voting and disposal of Sumitomo’s Nufarm shares, under certain conditions. On this basis, Nufarm has a relevant interest in the shares in which Sumitomo has a relevant interest.

Number of NufarmShares Percentage of allNufarm Shares
TotalacceptancesreceivedbySumitomo under the Offer 14,935,440 6.85%
Total Nufarm shares in which Nufarmand its associates have a relevantinterest 14,935,440 6.85%

Yours sincerely

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Rodney Heath Company Secretary

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