NUFARM LIMITED — Major Shareholding Notification 2012

Oct 15, 2012

DATE: October 15, 2012

FROM: Robert Flaherty VP, Compliance Officer MFS Investment Management, Boston, MA, USA

PHONE: (617)-954-5814

$FAX:$ $(617)$ 210-8935

TOTAL NUMBER OF PAGES TRANSMITTED INCLUDING COVER: 7

TRANSMISSION BEING SENT TO:

NAME: Australian Securities Exchange

RE: FORM 604- NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL SHAREHOLDER

FAX NUMBER: +61 2 9778 0999

COMMENTS:

Please find attached Form 604- Notice of change of interests of substantial shareholder for Nufarm Limited from the Massachusetts Financial Services Company on behalf of Sun Life Financial, Inc.

Please do not hesitate to contact me at (617)-954-5814 should you have any questions

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		MFS Investment Management on behalf of Sun Life Financial Inc.
ACN/ARSN (if applicable)	N/A
There was a change in the Interests of the substantial holder on	11/10/2012

_________
The provious notice was given to the company on	14/10/2011
The provious notice was dated	28/09/2011

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) $\vert$ in when iast required, and when

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes!	Voting power (5)
Sec Annexure A	---------
$\cdots$		.	----

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
See Annexure A

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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
See Annexure A

5. Changes in association

The persons who have become associates (2) of, coased 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
See Annexure A --------

6. Addresses

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

Name	------------ ----------------- Address -----------
See Annexure A ----	______
______	------------------------ ________

Signature

See Annexure A capacity

sign here

date See Annexure A

DIRECTIONS

$(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. 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.
• $\mathbf{3}$ See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

See Annexure A

• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $\left(5\right)$ 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 dircumstances 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 cortifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a porson 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, becom e 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".
• Θ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

of substantial holder lodged on behalf of MFS Investment Management in relation to This is Annexure A of 4 pages referred to in Form 604 Notice of change of interests Nufarm Limited

ROBERT R. FLAHERTY NAME:

CAPACITY:

DATE: AR. SIGN:

VICE PRESIDENT

COMPLIANCE OFFICER

KI/S/ $\overline{\mathbf{o}}$

1. PREVIOUS AND PRESENT VOTING POWER

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

CLASS OF SECURITIES: PREVIOUS NOTICE	NUMBER OF	PERSON'S VOTE	VOTING POWER
	SECURITIES
ORD (MFS - MASSACHUSETTS FINANCIAL	11,809,281.00	11,809,281.00	451%
ISERVICES COMPANY
ORD (MFSHE - MFS HERITAGE TRUST	133,588.00	133,588.00	0.05%
COMPANY
ORD (MFSI - MFS INSTITUTIONAL ADVISORS,	520.829.00	520,829.00	D.2D%
INC)
ORD (MIL-MES INTERNATIONAL LTD.)	648, 547.00	648,647.00	0.25%
TOTAL:		13,112,345.00	5.01%

2. PREVIOUS AND PRESENT VOTING POWER [continued]

$\ddot{\phantom{0}}$

CLASS OF SECURITIES: PRESENT NOTICE	NUMBER OF	PERSON'S VOTE	VOTING POWER
	SECURITIES
ORD (MB-MCLEAN BUDDEN LIMITED)	628,197.00	628,197.00	0.24%
ORD (MFS - MASSACHUSETTS FINANCIAL	11,765,826.00	11,765,826.00	4.49%
SERVICES COMPANY
ORD (MFSHE - MFS HERITAGE TRUST	192,977.00	192,977.00	0.07%
COMPANY
CRD (MFSI - MFS INSTITUTIONAL ADVISORS,	492,699.00	492,699.00	0.19%
$\frac{1}{2}$
TOTAL:		13,079,699.00	1,99%

$\bar{\psi}$

3. CHANGES IN RELEVANT INTERESTS

$\bar{.}$

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

DATE OF	PERSON WHOSE RELEVANT INATURE OF CHANGE		CONSIDERATION	CLASS AND NUMBER	PERSON'S VOTES
CHANGE	INTEREST CHANGED		GIVEN IN RELATION	OF SECURITIES	AFFECTED
			TO CHANGE	AFFECTED
	MB- MCLEAN BUDDEN LIMITED Market Purchase		ORD Average price	ORD 628,197	0.24%
28/09/11 to			of 5.04 AUD
11/10/12
	28/09/11 to IMFS MASSACHUSETTS	Market Sale	ORD Average price	ORD (43,455)	$-0.02%$
11/10/12	FINANCIAL SERVICES		of 5.04 AUD
	28/09/11 to MFSHE - MFS HERITAGE TRUST Market Purchase		ORD Average price	ORD 59,389	0.02%
11/10/12	COMPANY		of 5.04 AUD
28/09/11 to	MFSI - MFS INSTITUTIONAL	Market Sale	ORD Average price	ORD (28,130)	0.01%
11/10/12	ADVISORS, INC.		of 5.04 AUD
	28/09/11 to MIL-MFS INTERNATIONAL	Market Sale	ORD Average price	ORD (648,647)	$-0.25%$
11/10/12	E10		of 5.04 AUD
	TOTAL:			ORD (32,646)	$-0.02%$

۱

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

HOLDER OF RELEVANT INTEREST	REGISTERED HOLDER	PERSON ENTITLED	NATURE OF RELEVANT INTEREST
				CLASS AND NUMBER PERSON'S
	OF SECURITIES	TO BE REGISTERED		OF SECURITIES	yores
		AS HOLDER
MB-MCLEAN BUDDEN LIMITED	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORO 628,197	0.24%
	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts).
MFS - MASSACHUSETTS FINANCIAL SERVICES	Warious Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 11,765,826	4.49%
COMPANY	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portiolios (e.g., pooled products and/or
			institutional accounts).
MESHE - MFS HERITAGE TRUST COMPANY	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 192,977	0.07%
	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts
MESI - MES INSTITUTIONAL ADVISORS, INC.	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 492,699	0.19%
	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooted products and/or
			institutional accounts).
TOTAL:				ORD 13,079,699	4.99%

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

Sun Life is a related Body Corporate of MFS and its MFSHE is a related Body Corporate of MFS NATURE OF ASSOCIATION MFSI is a related Body Corporate of MFS MIL is a related Body Corporate of MFS Subsidiaries MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS) MFS INSTITUTIONAL ADVISORS, INC. (MFSI) MIS HERITAGE TRUST COMPANY (MFSHE) SUN LIFE FINANCIAL INC. (SUN LIFE) IMFS INTERNATIONAL LTD. (MIL)
	NAME AND CAN/ARSN (IF APPLICABLE)
		MFS is a related Body Corporate of Sun Life Financial,
	MCLEAN BUDDEN LIMITED (MB)	MB is a related Body Corporate of MFS

6. ADDRESSES

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

NAME AND CAN/ARSN (IF APPLICABLE)	NATURE OF ASSOCIATION
ISUN LIFE FINANCIAL INC.	150 King Street West,
	Toronto, ON MSH 1J9 Canada
MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	500 Boylston Street, Boston, Massachusetts 02116
	u.s.
MFS HERITAGE TRUST COMPANY (MFSHE)	500 Boylston Street, Boston, Massachusetts 02116
	بر ا
IMFS INSTITUTIONAL ADVISORS, INC. (MFSI)	500 Boylston Street, Boston, Massachusetts 02116
	بر د
MIS INTERNATIONAL LTD. (MIL)	Patemoster House, 65 St. Paul's Churchyard, London
	ECAM SAB, U.K.
IMCLEAN BUDDEN LIMITED (MB)	145 King Street West, Suite 2525, Toronto, Ontario,
	Canada MSH 118

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