SELECT HARVESTS LIMITED

ABN 87 000 721 380

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the Annual General Meeting of Select Harvests Limited (the Company ) will be held at 11.00 am (Melbourne time) on Tuesday, 25 October 2011 at the Sofitel Melbourne, 25 Collins Street, Melbourne, Victoria.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company and its controlled entities for the financial year ended 30 June 2011 and the related Directors’ Report and Auditors’ Report.

RESOLUTIONS

1. Remuneration Report

To consider and, if thought fit, to pass the following resolution:

To adopt the Remuneration Report for the financial year ended 30 June 2011, submitted as part of the Directors’ Report for the financial year ended 30 June 2011, pursuant to sections 250R(2) and 250R(3) of the Corporations Act 2001 ( Corporations Act ).

Please note that the vote on this item is advisory only and does not bind the Directors of the Company or the Company.

2. Election of Directors

To consider and, if thought fit, to pass the following resolutions:

(a) That Mr Michael Carroll, who retires in accordance with rule 12.4.1 of the Company’s Constitution and, being eligible, offers himself for re-election, to be re-elected as a Director.
(b) To elect as a Director, Mr Michael Iwaniw, who ceases to hold office in accordance with rule 12.6.2 of the Company’s Constitution and, being eligible, offers himself for re-election.

3. Approval of Long Term Incentive Plan

To consider, and if thought fit, to pass the following resolution:

“That the terms of the Select Harvests’ Long Term Incentive Plan, which are summarised in the explanatory notes accompanying the Notice of this Meeting, be approved for all purposes, including for the purpose of ASX Listing Rule 7.1 and Exception 9 in ASX Listing Rule 7.2.”

4. Participation by the Managing Director in the Long Term Incentive Plan

To consider, and if thought fit, to pass the following resolution:

“That approval be given for all purposes, including for the purpose of ASX Listing Rule 10.14, ASX Listing Rule 7.1 and Exception 9 in ASX Listing Rule 7.2, to the allocation of 1,050,000 Performance Rights by Select Harvests to John Bird (Managing Director) to acquire by way of issue a like number of shares, as part of Select Harvests' Long Term Incentive Plan, on the terms of that Plan and as otherwise set out in the explanatory notes which accompany the Notice of this Meeting.”

By Order of the Board

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Paul Chambers Company Secretary Melbourne 23 September 2011

NOTES

Proxies

A member is entitled to appoint not more than two proxies to attend and vote on behalf of such member. A proxy need not be a member of the Company and may be an individual or body corporate.
A body corporate appointed as a proxy will need to appoint a representative to exercise the powers that body corporate may exercise as the member’s proxy at the Annual General Meeting, in accordance with section 250D of the Corporations Act and provide an " Appointment of Representative" to the Company prior to the commencement of the Annual General Meeting. A form may be obtained from the Company's Share Registry, Computershare Investor Services Pty Limited.
A member who appoints two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion or number of votes that each proxy may exercise is not specified then each proxy may exercise half of the votes (any fractions will be disregarded).
If the Chairman of the Meeting is appointed by a member as the member's proxy without a direction as to how to vote, then, subject to applicable voting restrictions, the Chairman will vote in support of all resolutions set out in this Notice of Annual General Meeting.
A proxy document or form is valid if it is signed by the member of the Company making the appointment and contains the member’s address, the Company’s name, the proxy’s name or the name of the office held by the proxy and the meeting at which the appointment may be used and is received in accordance with notes 6 and 7 below.
For the appointment of a proxy, the Proxy Form enclosed with this Notice of Annual General Meeting may be used. In order for the appointment of a proxy to be valid, the proxy form must be received by the Company at least 48 hours prior to the commencement of the Annual General Meeting. If the proxy form is signed by the appointor’s attorney, the authority (or certified copy of the authority) under which the appointment was signed must be received at least 48 hours prior to the commencement of the Annual General Meeting.
Duly-signed proxy forms (and, if applicable, authorities) must be received by the Company either:
(a) at the Registered Office of the Company: 360 Settlement Road, Thomastown, Victoria, 3074; or
(b) at the Company’s Share Registry: Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or
(c) by facsimile at either of the following fax numbers: 03 9474 3588 (Company); or 1800 783 447 (with Australia) or 03 9473 2555 (outside Australia) (Computershare Investor Services Pty Limited).

Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

In the case of joint holders of shares any one of such persons may vote at any meeting as if he were solely entitled thereto, but if more than one of such joint holders tenders a vote the vote of the first named of the joint holders in the Register of Members, whether tendered in person or by proxy or by attorney or in any other approved means, shall be accepted to the exclusion of the votes of the other joint holders.

If a member is a corporation and wishes to appoint a proxy, the proxy form must be executed under its common seal or, in the absence of a common seal, must be signed by:

(a) two Directors of the corporation; or
(b) a Director and a Company Secretary of the corporation; or
(c) if the corporation is a proprietary company that has a sole Director who is also the sole Company Secretary – that Director and Secretary; or
(d) the corporation’s appointed attorney under the power of attorney.

Shareholders Entitled to Vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00 p.m. (Melbourne time) on Friday, 21 October 2011.

Voting Exclusion Statements

Resolution 1

The Company will disregard any votes cast on the proposed resolution for the adoption of the Remuneration Report (Resolution 1 in the Notice of Meeting) by or on behalf of

a member of the Company's key management personnel, details of whose remuneration are included in the Remuneration Report (" KMP "); or
a closely related party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if:

the vote is cast as a proxy;
the proxy is appointed by writing that specifies how the proxy is to vote on Resolution 1; and
the vote is not cast on behalf of a KMP or a closely related party of a KMP.

If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an offence by breaching the voting restrictions that apply to you under the Corporations Act.

A closely related party of a member of the Company's KMP means any of the following:

a spouse or child of the member;
a child of the member's spouse;
a dependant of the member or of the member's spouse;
anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity;
a company the member controls; or
a person prescribed by regulations (as at the date of this Notice, no such regulations have been prescribed).

The proxy form accompanying this Notice contains detailed instructions regarding how to complete the proxy form if a shareholder wishes to appoint the Chairman as his or her proxy and to authorise the Chairman to vote on the resolution to adopt the Remuneration Report. You should read those instructions carefully.

Resolution 3

Pursuant to Section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 3 by or on behalf of:

a member of the key management personnel of the Company, details of whose remuneration are included in the remuneration report for the year ended 30 June 2011 ( KMP ); or
a closely related party of a KMP,
where the votes are cast as a proxy.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if it is cast as a proxy and either (a) or (b) below applies:

the proxy is appointed by writing that specifies how the proxy is to vote on the resolution proposed in Resolution 3 and it is not cast on behalf of a KMP or a closely related party of a KMP; or
the proxy is the chair of the meeting and the chair's appointment expressly authorizes the chair to exercise the proxy even though the resolution is connected with the remuneration of a KMP.

If you are a member of KMP (other than the chair of the meeting acting as a proxy) or a closely related party of a member of KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Key management personnel and their closely related parties are as described above in the voting exclusion statement for Resolution 1.

Pursuant to ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 3 by:

a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and
the director's associates.

However, the Company is not required to disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4

Pursuant to Section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 3 by or on behalf of:

a member of the key management personnel of the Company, details of whose remuneration are included in the remuneration report for the year ended 30 June 2011 ( KMP ); or
a closely related party of a KMP,
where the votes are cast as a proxy.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if it is cast as a proxy and either (a) or (b) below applies:

the proxy is appointed by writing that specifies how the proxy is to vote on the resolution proposed in Resolution 3 and it is not cast on behalf of a KMP or a closely related party of a KMP; or
the proxy is the chair of the meeting and the chair's appointment expressly authorizes the chair to exercise the proxy even though the resolution is connected with the remuneration of a KMP.

Key management personnel and their closely related parties are as described above in the voting exclusion statement for Resolution 1.

Pursuant to ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by:

a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and
the director's associates.

However, the Company is not required to disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY NOTES ON SPECIAL BUSINESS

These Explanatory Notes form part of the Notice of Annual General Meeting.

Financial Statements and Reports

Pursuant to the Corporations Act, the Directors of a public company that is required to hold an Annual General Meeting must table the financial statements and reports of the Company for the previous year before the members at that Annual General Meeting.

Shareholders have been provided with all relevant information concerning the Company's financial statements in the Annual Report of the Company for the year ended 30 June 2011. A copy of the Annual Report has been forwarded to each Shareholder. A copy of the financial statements and the associated reports will also be tabled at the Meeting.

Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the shareholders with the opportunity to be able to ask questions or discuss matters arising from the financial statements at the Meeting. It is not the purpose of the meeting that the financial statements be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt the Company's financial statements will be put to the shareholders at the meeting.

Shareholders will be allowed a reasonable opportunity to ask questions about, or make comments on, the management of the Company.

It is proposed that the Company's auditors will be present at the meeting. Shareholders present at the meeting will be allowed a reasonable opportunity to ask the auditors questions relevant to:

(a) the conduct of the audit:
(b) the preparation and content of the auditor's report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditors in relation to the conduct of the audit.

Resolution 1 - Remuneration Report

Section 300A of the Corporations Act requires that the Directors’ Report must contain a Remuneration Report containing prescribed information about the Board’s policy for determining the nature and amount of the remuneration of Directors and senior management. The Remuneration Report must also explain the relationship between the remuneration policy of the Board and the Company’s performance. The Remuneration Report is set out in pages 23 to 28 of the Company's 2011 Annual Report. The Corporations Act requires that the Remuneration Report be submitted to shareholders for adoption by a non-binding resolution.

Shareholders present in person or by proxy at the meeting will be allowed a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Remuneration Report contains information regarding such matters (among others) as:

the Board's policy for determining the nature and levels of remuneration of the Company's senior management personnel;
the relationship between the Board's remuneration policy and the Company's performance;
prescribed information regarding each of the relevant senior management personnel, and each of the five Company executives named as the executives who were paid the highest remuneration in the financial year, including the amount of remuneration paid to those personnel; and
where any element of the remuneration of a member of the senior management personnel depended on the satisfaction of a performance condition, a summary of that performance condition and an explanation of why it was adopted in relation to the relevant personnel.

The vote on Resolution 1 is advisory only and does not bind the Directors of the Company or the Company. However, under recent changes to the Corporations Act, if at least 25% of the votes cast on the resolution are against adoption of the Remuneration Report at the meeting, then:

if comments are made on the Remuneration Report at the AGM, the Company's remuneration report in respect of the financial year ending 30 June 2012 will be required to include an explanation of the Board's proposed action in response to those comments or, if no action is proposed, the reasons why; and
if, at the Company's annual general meeting in 2012, at least 25% of the votes cast on the resolution for adoption of the remuneration report are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a general meeting ( Spill Meeting ) be held within 90 days to consider the election of directors of the Company ( Spill Resolution ). The Spill Meeting must be held within 90 days of the date of the 2012 annual general meeting. If more than 50% of the votes cast on the Spill Resolution are in favour of the Spill Resolution, the Spill Resolution will be passed and all of the directors in office at the 2012 annual general meeting (other than the managing director) will cease to hold office immediately before the end of the Spill Meeting, unless they are re-elected at the Spill Meeting.

The Remuneration Report forms part of the Directors' Report, contained in the Annual Report. Each of the Directors recommends the Remuneration Report to Shareholders for adoption.

Resolutions 2 (a) and (b) – Election of Directors

2(a) – Mr Michael Carroll

Pursuant to rule 12.4.1 of the Company’s Constitution, at each Annual General Meeting, one third of the Directors (or, if their number is not a multiple of 3, then the number nearest to one third) must retire from office. The Directors retire by rotation, with the Directors who have been longest in the office since being appointed or re-appointed being the Directors who must retire in any one year. If two (2) or more persons became directors (or were re-elected) on the same day, those who retire must be determined by lot unless they otherwise agree among themselves. Each Director is entitled to offer himself for re-election as a Director at the Annual General Meeting which coincides with his retirement. The Managing Director is exempted by his office as Managing Director from the requirement to retire by rotation.

Accordingly, Mr Carroll will retire in accordance with the requirements of the Company’s Constitution at the Annual General Meeting. As he is entitled and eligible for re-election, he seeks re-election as a Director of the Company at the Meeting.

Mr Carroll joined the Board on 31 March, 2009. He works with a range of agribusiness companies in a board and advisory capacity, and has directorships with Meat and Livestock Australia, the Rural Finance Corporation, Rural Funds Management and Warrnambool Cheese and Butter. He has 18 years experience in banking and finance, having led and established the Agribusiness division within the National Australia Bank. He has worked for a number of companies in the agricultural sector including Monsanto Agricultural Products and a venture capital biotechnology company. He is Chairman of the Remuneration Committee, and a member of the Audit and Risk Committee and Nominations Committee.

The Board (other than Mr Carroll) unanimously recommends that shareholders vote in favour of the re-election of Mr Carroll.

2(b) – Mr Michael Iwaniw

Pursuant to rule 12.6 of the Company’s Constitution, the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing number of Directors, providing the total number of Directors do not exceed the number fixed in accordance with the Constitution. A Director appointed under this rule (other than the Managing Director) holds office until the next Annual General Meeting after the appointment and is then eligible for re-election.

Accordingly, Mr Michael Iwaniw will cease to hold office in accordance with the requirements of the Company’s Constitution at the Annual General Meeting. As he is entitled and eligible for re-election, he seeks re-election as a Director of the Company at the meeting.

Mr Iwaniw was appointed to the Board on 27 June 2011. He began his career as a chemist with the Australian Barley Board (ABB), became managing director in 1989 and retired 20 years later. During these years he accumulated extensive experience in all facets of the company’s operations, including leading the transition from a statutory authority and growing the business from a small base to an ASX 100 listed company. He helped orchestrate the merger of ABB Grain, Ausbulk Ltd and United Grower Holdings Ltd to form one of Australia’s largest agri-businesses. He has a Bachelor of Science, a graduate diploma in business administration and is a member of the Australian Institute of Directors. He has acted as a non - executive director for a number of companies including Toepfer International, New World Grain, Australian Bulk Alliance and 5-Star flour mill, and he is currently a non- executive director of Australian Grain Growers Cooperative.

The Board (other than Mr Iwaniw) unanimously recommends that shareholders vote in favour of the re-election of Mr Iwaniw.

Resolution 3 – Approval of Long Term Incentive Plan

Review of the Reward Structure

The non-executive Directors have reviewed the Company’s existing incentive arrangements, on the principle that, for an incentive plan to be effective in retaining motivated executives, it must assure appropriately competitive reward for delivering superior results. Directors have taken into account that:

a) Executives are valuable and marketable assets of the Company and that leaders’ contributions are critical to the future growth and success of Select Harvests;
b) Viable incentives are a necessary part of executive remuneration and which, if absent, would require higher fixed remuneration as a compensatory offset;
c) Business performance is influenced by both management and by uncontrollable variables, such as climate, crop conditions, currency exchange rate movements and international commodity pricing;

d) The economic environment is going through a volatile phase, which provides both opportunity and risk, particularly for commodity-based enterprises;
e) Unequivocal measures of wealth-creation for all Shareholders are required as long-term performance indicators;
f) Recent changes to laws governing executive remuneration (including changes relating to shareholder rights and termination payments) impact on the viability of some equity-based incentives; and
g) Incentive-based reward for executives needs to be both challenging and realistic.

Performance Rights to be Preferred as a Long-Term Incentive

On balance, Directors consider that the appropriate response to the above factors is to discontinue issuance of Options under the Company’s existing Options Plan and to implement a new Long Term Incentive Plan under which Performance Rights, being rights to acquire securities on terms established by the Directors, will be allocated and administered under an Employee Share Trust structure.

Compliance

Shareholder approval of the Select Harvests’ Long Term Incentive Plan (the LTI Plan ) is sought so that securities can be issued under the LTI Plan and not counted towards the ability of Select Harvests to issue securities under ASX Listing Rule 7.1.

In order to take advantage of the employee incentive scheme exception to ASX Listing Rule 7.1, contained in Exception 9 in Listing Rule 7.2, employee incentive schemes need to be approved by Shareholders every three years.

No securities have been issued under the Executive Share Option Scheme, which was approved by the Board in October 2010.

Executive Share Option Scheme Updated

The Company’s Executive Share Option Scheme, which was instituted by the Board in October 2010, has been updated, revised and renamed as the LTI Plan.

A summary of the terms of the LTI Plan, to be set out in formal Plan Rules ( Rules ) follows:

SUMMARY OF THE LTI PLAN

Entitlements that can be offered under the LTI Plan

Under the Rules, Select Harvests has the flexibility to make offers to Eligible Persons (see below) of:

a) Options, which are entitlements to shares in Select Harvests subject to the satisfaction of any performance conditions that Select Harvests may set and the payment of the applicable exercise price;
b) Performance Rights, which are entitlements to receive shares in Select Harvests subject to the satisfaction of any performance conditions; and/or
c) Deferred Shares, which are shares in Select Harvests that are subject to certain restrictions (most importantly, restrictions on trading), (collectively, Entitlements ).

Eligible participants

The Board may, in its absolute discretion, make offers from time to time under the Rules to employees of Select Harvests and the Select Harvests group (including a director employed in an executive capacity) or any other person declared by the Board to be eligible ( Eligible Persons ). Eligible Persons who accept such offers will become participants in the LTI Plan ( Participants ).

Holding of Entitlements prior to vesting

Until the Entitlements granted to a Participant under the LTI Plan vest or become unrestricted, the Rules provide that they will be held on trust on behalf of the Participant, under the Select Harvests Employee Share Trust (the Trust ). If that occurs, the Participant will be issued share units in the Trust that is allocated the Options, Performance Rights or Deferred Shares referrable to the relevant Entitlements that have been granted to the Participant under the LTI Plan. The Rules also allow Entitlements to be held directly by the Participant.

Payment by Participants

While the Rules provide the Board with the flexibility to determine what, if any, amount must be paid by a Participant for an Entitlement grant:

a) it is intended that a Participant will pay an amount equal to the value attributable to the relevant Entitlements (as determined under AASB2) in accordance with the terms of the Trust deed;
b) the Participant will pay this amount using a non-recourse, interest free loan provided by the Trust to acquire Entitlements offered to the Participant under the LTI Plan and Select Harvests will provide the Trust with the necessary funds to purchase the Participant’s Entitlements; and
c) the loan will be repaid by the Participant when he or she sells or withdraws his or her shares from the Trust following the vesting of, or lifting of restrictions from, the Entitlements.

Treatment of Options and Performance Rights granted under the LTI Plan in the event of a rights issue, bonus issue or other capital reconstruction

The Rules contain a non-dilution adjustment mechanism for the benefit of Participants in the event of a rights issue or bonus issue.

The performance hurdles may be adjusted by the Board so that they fairly and reasonably reflect the effect of any reconstruction on the Company’s growth targets.

Cessation of a Participant's employment

The Board has a discretion to determine that Entitlements either vest, lapse or are forfeited on

cessation of a Participant's employment.

Entitlements will lapse or be forfeited where the Participant has acted fraudulently, dishonestly or in breach of his or her obligations to Select Harvests.

Change in control

If there is a change of control event, the greater of 50% of the unvested rights or the amount calculated in accordance with the performance criteria calculation will vest.

RECOMMENDATION

Directors (other than John Bird) recommend that Shareholders vote in favour of this resolution. Mr Bird makes no recommendation.

Resolution 4 - Participation by the Managing Director in the Long Term Incentive Plan

Total Executive Reward

The executive pay and reward framework for Mr J. Bird has three components:

1) Base pay and benefits (including superannuation);
2) Short term performance incentive – a reward opportunity dependent upon successful performance; and
3) Long term incentive – also, a performance-dependent reward opportunity.

Together, these three components form Mr Bird’s total remuneration opportunity.

Grant to Mr Bird

Under ASX Listing Rule 10.14, no director can acquire securities under an employee incentive scheme without shareholder approval.

Resolution 4 is put to Shareholders for the purpose of approving the participation by John Bird (Managing Director) in the LTI Plan.

The Company is seeking the approval of Shareholders in Resolution 4 to allocate to Mr Bird up to 1,050,000 Performance Rights in three (3) tranches during 2011, 2012 and 2013, respectively, to acquire ordinary shares in the Company, as detailed below. Each Performance Right will constitute the right to acquire, for nil consideration, one (1) fully-paid ordinary share in the Company, if the Right becomes exercisable as described below. No amount is payable by Mr Bird on either the grant or the exercise of a Performance Right.

Tranches for Mr Bird	Company Performance Period (Inclusive)	Date of Allocation
350, 000 Performance Rights	1 July 2011 to 30 June 2014	As soon as practicable following Shareholder approval and expectedly by 30 November 2011
350, 000 Performance Rights	1 July 2012 to 30 June 2015	1 July 2012, indicatively
350, 000 Performance Rights	1 July 2013 to 30 June 2016	1 July 2013, indicatively

Justification and Reasonableness

The Directors (excluding Mr Bird) believe that the continued success of the Company will depend in large measure on the skills, motivation and leadership of Mr Bird in overseeing the management of the Company’s operations and strategy. The Directors (excluding Mr Bird) have taken into account the nature of Mr Bird’s position, the function and purpose of the long term incentive component of the Company’s remuneration strategy, benchmarking against the practices of its Australian peer companies and other relevant information provided by external remuneration consultants. The Directors (excluding Mr Bird) consider that the grant of these Performance Rights is an appropriate form of incentive remuneration and is part of a reasonable total reward package (taking into account the Company’s and Mr Bird’s respective circumstances).

Performance Criteria – Total Shareholder Return Comparative Ranking and Earnings Per Share Growth

The ability of Mr Bird to exercise the Performance Rights referred to above is subject to satisfaction of the performance criteria that is based on the Company’s performance over the relevant Performance Periods and determined by reference to:

1) Total Shareholder Return (“TSR”) performance of the Company over the Performance Periods when compared with the TSR for each company in a group of peer companies.

The peer group of companies comprises the companies listed in the ASX Consumer Staples sector (after excluding alcohol and tobacco products companies). A peer company continues to be included in the comparator group for the entire Performance Period, excepting where the company is de-listed due to takeover or merger. Any new entrants into the ASX sector during the performance period are included; and,

2) Earnings Per Share (“EPS”) growth absolutely over the Performance Period.

The weighting of these performance criteria, for the purposes of potential reward entitlement for Mr Bird, to be:

Total Shareholder Return One- half (or 50%) in each tranche Earnings Per Share One-half (or 50%) in each tranche

Measuring Performance and Connecting Reward

1) The Company’s TSR performance ranking within the group of peer companies at the end of each Performance Period determines how many Performance Rights in each tranche may be exercised by Mr Bird, as follows:

Performance Ranking Hurdle	Proportion of Tranche That Vests
At or above 75thpercentile	One-half (i.e. 50%)
61stto 74thpercentile	_Pro rata_vesting
60thpercentile	One-quarter (i.e. 25%)
Below 60thpercentile	None (i.e. 0%)

2) The Company’s EPS growth at the end of each Performance Period must at least reach the target set by the Board, as approved through the Company’s budgetary and planning processes. The growth in EPS determines how many Performance Rights in each tranche may be exercised by Mr Bird, as follows:

Compounded Average Earnings Growth Hurdle	Proportion of Tranche That Vests
7.0% or higher per annum	One-half (i.e. 50%)
5.1% to 6.9% per annum	_Pro rata_vesting
5.0% per annum	One-quarter (i.e. 25%)
Below 5.0% per annum	None (i.e. 0%)

Exercise of Performance Rights

Any Performance Right that becomes capable of exercise may be exercised from the day following the last day of the relevant Performance Period or as soon as is practicable after the performance measurement calculation is made, and will remain capable of exercise for 12 months. Any Performance Rights in a tranche that do not become capable of exercise, or that are not exercised within this 12 month window, will lapse.

If there is a change of control event, then allocated Performance Rights will become exercisable, with the implied price of the Company’s shares (on completion of any takeover or scheme of arrangement) being used to determine the Company’s percentile performance ranking. In such an event, the greater of 50% of the allocated but unvested Rights or the amount calculated in accordance with the performance criteria calculation will vest.

In the event of any capital reconstruction (such as a bonus issue or rights issue), the number of Performance Rights will be adjusted, at the discretion of the Board, in proportion to the impact of the capital reconstruction.

Shareholder approval for the grant of the Performance Rights (the subject of Resolution 4) is sought for the purposes of ASX Listing Rule 10.14 which provides that a Company must not permit a director to acquire securities under an employee incentive scheme without the approval of Shareholders, where that acquisition of securities is by way of an issue of new securities. Approval under Listing Rule 10.14 is an exception to the prohibition on a Company issuing shares to related parties under Listing Rule 10.11. Approval is also being sought pursuant to Listing Rule 7.1, and for the purpose of Exception 9 under Listing Rule 7.2, to ensure that these Performance Rights do not otherwise count towards the Company’s 15 per cent capacity to issue securities within any 12 month period (thus preserving flexibility for the Company).

Subject to Shareholder approval, the Performance Rights (the subject of Resolution 4) will be granted on the terms and conditions set out in these Explanatory Notes.

Requirements of the ASX Listing Rules

In accordance with the requirements of ASX Listing Rules 10.15 and 7.3, the following information is provided to Shareholders to allow them to assess the proposed grant of Performance Rights:

a) The first participant in these arrangements is Mr Bird, the Company’s Managing Director;
b) If approval is granted for the proposed Performance Rights issue to Mr Bird, then it is intended to make grants of smaller amounts of Performance Rights under identical performance conditions to selected executives under a revised Long-Term Incentive Plan (as described in Resolution Item 4);
c) The first issue of Performance Rights to be made pursuant to the LTIP will be made on or around within 3 months of date of approval.
d) The Performance Rights will be issued within 3 years from the date of the Annual General Meeting;
e) The maximum number of securities that may be issued pursuant to this arrangement in the year ending 30 June 2012 is 666,667 Performance Rights, including 350,000 Rights for the Managing Director. The balance of up to 316,667 Performance Rights will be allocated to selected executives and senior management (including key management personnel), the retention and motivation of whom is considered to be vital in the Company’s progress of its strategy, with individual allocations of up to 60,000 Rights each year to be made, according to seniority and executive attributes;
f) The maximum number of securities that may be issued pursuant to this arrangement over the three performance periods ending 30 June 2014, 2015 and 2016 respectively is 2,000,000 Performance Rights, including those for the Managing Director. If all of the performance hurdles during those three years are achieved, and Mr Bird seeks to exercise each of his Rights, he would receive the maximum of 1,050,000 fully paid ordinary shares in the Company by late 2016. The balance of up to 950,000 Performance Rights will be allocated to the other participants (including key management personnel) in the LTI Plan over the same three performance periods;
g) No amount is payable by Mr Bird to acquire the Performance Rights (other than the provision of his services to the Company) or upon the exercise of a Performance Right (but the relevant performance criteria must first be satisfied before Performance Rights can be exercised);
h) A voting exclusion statement is included in the Notice of Meeting (of which these notes form part);
i) No loan is being made available to Mr Bird by the Company in connection with this LTI arrangement;
j) In the non-executive Directors’ shared view, it is in the best interests of Shareholders to approve the share-based LTI arrangement for the Company’s Managing Director, Mr Bird, because it will align appropriately his potential total remuneration with shareholder returns due to the challenging performance hurdles the Company must achieve for the LTI components to become exercisable;
k) Details of any Performance Rights issued under the LTI will be published in each annual report of Select Harvests relating to a period in which Performance Rights have been issued, together with a statement that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14; and
l) Any additional persons (if any) who become entitled to participate in the LTI after the date of this Annual General Meeting will not participate in the LTI until approval is obtained under Listing Rule 10.14.

Select Harvests Limited ABN 87 000 721 380

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

By Hand: Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067

000001 000 SHV MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Registered Office of the Company: 360 Settlement Road, Thomastown, Victoria 3074

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 11:00am (Melbourne time)

Sunday, 23 October 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View the annual report or update your securityholding, 24 hours a day, 7 days a week: www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Select Harvests Limited hereby appoint

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the Chairman OR of the meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Select Harvests Limited to be held at the Sofitel Melbourne, 25 Collins Street, Melbourne, Victoria on Tuesday, 25 October 2011 at 11:00am (Melbourne time) and at any adjournment of that meeting.

Important for Item 1 (Remuneration Report)

If the Chairman of the Meeting is your proxy or is appointed as your proxy by default, not marking any of the below 'For', 'Against' or 'Abstain' boxes means that you have directed the Chairman of the Meeting to vote in favour of this resolution even though this item is connected directly or indirectly with the remuneration of a member of the key management personnel.

( Note: If you do not wish to give the Chairman of the Meeting such a directed proxy, you should ensure that a box other than the 'For'

box is clearly marked in Step 2 below.)

Important for Items 3 and 4 (Approval of LTIP, and Participation by Managing Director in LTIP) - If the Chairman of the Meeting is your

proxy or is appointed as your proxy by default

By marking the box in this section, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Items 3 and 4 as set out below and in the Notice of Meeting (except where you have indicated a different voting intention below). If you do not mark this box and you do not indicate your voting intentions below, the Chairman of the Meeting will not cast your votes on Items 3 and 4 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy, you can direct the Chairman how to vote by marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box, in which case the Chairman of the Meeting will vote in accordance with the Chairman's voting intentions on Item 3 and 4 as set out below and in the Notice of Meeting.

The Chairman of the Meeting intends to vote all available proxies in favour of Items 3 and 4.

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I/we direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions in relation to Items 3 and 4 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Items 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel and even if the Chairman of the Meeting has an interest in the outcome of this item and that votes cast by the Chairman, other than as proxyholder, would be disregarded because of that interest. ( Note: If you do not wish to give the Chairman of the Meeting such a directed proxy, you should mark the boxes in Step 2 below. )

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

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Item	1	Remuneration Report
Item	2a	Re-elect Mr Michael Carroll as a Director
Item	2b	Elect Mr Michael Iwaniw as a Director
Item	3	Approval of Long Term Incentive Plan
Item	4	Participation by the Managing Director in the Long Term Incentive Plan

Subject to any applicable voting exclusions, the Chairman of the Meeting intends to vote all available proxies in favour of each item of business

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3

Sole Director and Sole Company Secretary	Director	Director/Company Secretary
	Contact
Contact	Daytime	/ /
Name	Telephone	Date

S H V

1 3 6 6 5 6 A

AI assistant

SELECT HARVESTS LIMITED — AGM Information 2011

65792_rns_2011-09-22_8da6acec-6feb-4a61-9990-b8983512a5b4.pdf