NUFARM LIMITED — Major Shareholding Notification 2011

May 12, 2011

Form 604

Corporations Act 2001 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 Nufarm Limited including its associates.

There was a change in the interests of the substantial holder on 10 May 2011 The previous notice was given to the company on 28 May 2010 The previous notice was dated 28 May 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)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinaryshares	52,350,412	19.998%	56,855,146	21.71%

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 whoserelevant interestchanged	Nature of change(6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
2 June 2010	Nufarm Limited	On marketpurchase bySumitomoChemicalCompanyLtd.	$5.82 per share	4,734	4,734
2 June 2010	SumitomoChemicalCompany Ltd	On marketpurchase bySumitomoChemicalCompanyLtd.	$5.82 per share	4,734	4,734
10 May 2011	Nufarm Limited	Off marketpurchase bySumitomoChemicalCompany Ltd of4,453,498ordinary shares	$5.28 per share	4,500,000	4,500,000
		from Falls CreekNo. 2 Pty Ltdpursuant to a

		Share PurchaseAgreement dated10 May 2011 andan off marketpurchase of46,502 ordinaryshares fromGrantali Pty Ltdpursuant to aShare PurchaseAgreement dated10 May 2011.Trades will besettled by an onmarket crossing.Copies of theseShare PurchaseAgreements havebeen provided toASX with thisnotice inaccordance with S671 b(4) of theCorporations Act.
10 May 2011	SumitomoChemicalCompany Limited	Off marketpurchase bySumitomo – asabove.	$5.28	4,500,000	4,500,000

4. Present relevant interests

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

Holder ofrelevant interest	Registered holderof securities	Person entitled tobe registered asholder(8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person’s votes
Nufarm Limited	SumitomoChemicalCompany Limited	SumitomoChemicalCompany Limited	Nufarmhasarelevant interest inthe shares held bySumitomo. TherelevantinterestarisesunderaShareholder Deeddated 22 January2010betweenNufarmandSumitomo whichcontainscertainobligationsrelatingtothevotinganddisposal of sharesinNufarmbySumitomo.A copy of theShareholder Deedwas provided toASXon1February2010andsenttoNufarmshareholdersforthe purpose of theextraordinarygeneralmeetingheld on 2 March2010.	56,855,146ordinary shares	56,855,146
SumitomoChemicalCompanyLimited	SumitomoChemicalCompany Limited	SumitomoChemicalCompany Limited	Registered holder	56,855,146ordinary shares	56,855,146

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
N/A	N/A

6. Addresses

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

Name	Address
Nufarm Limited	103-105 Pipe Road,Laverton North,Victoria 3026
Sumitomo Chemical CompanyLimited	27-1,Shinkawa 2-chome,Chuo-ku,Tokyo 104-8260,Japan

Signature

print name Rodney Heath capacity Company Secretary _____________________________________________________________________ sign here date 13 May 2011

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DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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