Scheme Meeting - Chairman's Script - AWB Limited

Address by
AWB Chairman, Peter Polson
Scheme Meeting
10am, 16 November 2010
Sofitel Melbourne on Collins, 25 Collins Street,
Melbourne
Good morning ladies and gentlemen, my name is Peter Polson, I am Chairman of AWB and I
would like to welcome you to today’s meetings and thank you for your attendance.
Today is a significant day in the history of AWB Limited, where shareholders will be asked to vote
on resolutions which pass ownership of the Company to Agrium Inc. in exchange for $1.50 per
share.
Today we will hold two meetings.
The first meeting is a Scheme Meeting to seek shareholder approval of the scheme of
arrangement between AWB Limited and its shareholders.
The second meeting is an Extraordinary General Meeting to approve an amendment to AWB
Limited’s Constitution to remove the 10% shareholding cap and to permit payment of dividends
from sources other than profits.
The approval of these Constitutional Amendments is necessary to allow the Scheme to progress.
It is past ten o’clock and now time to commence the Scheme Meeting.
I am advised that a quorum is present and I therefore declare the Scheme Meeting open.
Before I introduce your directors, I will outline the conduct of today’s meeting.
I remind everyone that this is a shareholders meeting and only shareholders, appointed proxies,
corporate representatives and attorneys have the right to speak at the meeting. We have allowed
both visitors and press into the meeting.
Emergency exits are located around the room. In the event of an emergency please take direction
from Sofitel Hotel staff.
In accordance with the Scheme Booklet, all resolutions to be voted on by shareholders at today's
meetings will be decided on a poll.
I would now like to introduce to you the people on the stage with me.
• Fred Grimwade. Fred has been a Non-Executive Director since 2008;
• Tony Howarth. Tony is also a Non-Executive Director and has been on the Board since
2005;
• Gordon Davis – Gordon is AWB’s Managing Director;
• Peter Patterson – Peter is General Counsel and Company Secretary;
• John Schmoll. John is a Non-Executive Director and was appointed in 2005.
It is now time to proceed with the formal business of the meeting.
Item 1 of the Notice of Scheme Meeting is to consider and if thought fit, to pass the following
resolution:

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“That pursuant to and in accordance with section 411 of the Corporations Act, the Scheme of
Arrangement (the terms of which are described in the Scheme Booklet of which the notice
convening this meeting forms part) is agreed to (with or without modification as approved by the
Supreme Court of Victoria).”
The proposal has been outlined in detail in the Scheme Booklet which was made available to
shareholders in accordance with Court orders.
In relation to the regulatory approvals that are conditions to the Scheme, Agrium Inc. has received
Foreign Investment Review Board approval and New Zealand Overseas Investment Office
approval in relation to its proposed acquisition of AWB and there are no other outstanding
regulatory approvals or consents that are necessary to implement the Scheme.
In order for the resolution to be passed, at least 75% of votes cast on the resolution must be in
favour of the resolution and a majority of holders voting on the resolution must also vote in favour.
As set out in the Scheme Booklet, the proposal is for Agrium Inc to pay $1.50 for each AWB share
on issue. This may be reduced by the amount of any dividend declared by the Board, provided
that such dividend is not greater than 20c per share.
I can confirm that as of this morning we are still awaiting a final ruling from the Australian Taxation
Office in this matter, however I am hopeful that we will have something within the next few days.
Once we have received a final ruling from the ATO we will be able to make an announcement to
the market concerning the ruling, including whether a dividend can be paid and the amount of any
such dividend. At this stage, it is our intention to pay a dividend, should we receive a favourable
ruling.
Finally, please note that the Second Court Hearing regarding the Scheme will now take place at
3.00pm on Wednesday 17 November 2010, instead of 10.00am on Thursday 18 November 2010
as previously scheduled. The rescheduling of the Second Court Hearing to one day earlier does
not have any impact on the other key dates in the timetable for the Scheme.
Since first listing in 2001, AWB has faced the challenges of a decade-long drought, the fallout from
the Oil-For-Food crisis, the loss of the Single Desk, and the global financial crisis. Despite these
challenges, we have made a number of achievements since the Cole enquiry of which we are
justifiably proud.
In 2008 we achieved constitutional reform with shareholder approval. The removal of the
Company’s dual share structure and the adoption of a new constitution ensured that those that
owned the company also controlled the company. It substantially reduced the complexity in the
company and streamlined our governance processes.
We have also significantly reduced the legacy legal issues arising from the Oil-for-Food Inquiry.
Over the past two years three US class actions have been dismissed and earlier this year we
settled the Australian shareholder class action.
The only remaining company legacy legal issue is the US civil action by the Republic of Iraqi
against 93 companies who participated in the UN Oil-for-Food program. AWB and a number of
other defendants filed a Motion to Dismiss the complaint in January 2010. The Motion to Dismiss
the complaint hasn't been determined by the court yet but we are hopeful of a decision within the
next few months.
We have worked hard over a number of years to transform the culture of the company. We rolled
out a values program to all employees in 2006 and 2007 and subsequently, the company values –
integrity, accountability, teamwork and customer focus – have been entrenched in the organisation.

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During the past two years we have remained focused on lowering the risk of the business and
streamlining the company’s debt profile. We have delivered on both of these corporate objectives.
The sale of the Landmark Financial Services deposit and loan book, and the $459 million equity
raising in 2009 has significantly strengthened the Company's balance sheet.
Over the past 12 months we developed multiple strategic options to deliver shareholder value.
This commenced with the proposed Commodities transaction earlier this year and culminated in
the proposal from Agrium which is before you today.
The Board considered the offer from Agrium at length and weighed it up against the proposed
Graincorp merger - in our view the Agrium offer represented better value for shareholders which
was why we decided to change our recommendation to shareholders.
To assist shareholders in making a decision on the Agrium proposal, your Board appointed
Longergan Edwards and Associates as the Independent Expert to assess the merits and benefits
of the proposed Scheme.
The Independent Expert’s Report – published in the Scheme Booklet – states that the Scheme is
fair and reasonable and in the best interest of AWB shareholders, in the absence of a superior
proposal.
Your Board believes that shareholders should vote in favour of Scheme for the following reasons:
• the Independent Expert has concluded that the Scheme is fair and reasonable and is in the
best interests of AWB shareholders;
• the proposed transaction of $1.50 per AWB share represents a significant premium to
trading prices on the ASX prior to the announcement of the Agrium proposal;
• since the announcement of the Scheme, no superior proposal has emerged;
• the proposed transaction provides all cash consideration and represents a fair and
reasonable offer for AWB shares, thereby removing the risks and uncertainties of remaining
an AWB shareholder;
• no brokerage or stamp duty will be payable on the transfer of your AWB shares under the
Scheme; and
• the AWB share price may fall considerably if the Scheme is not implemented.
I would now like to spend a few minutes to briefly talk about Agrium.
Agrium is a Canadian based agricultural company listed on the New York and Toronto Stock
Exchanges. It operates across the international agricultural value chain with a strong grower
customer focus and over 11,000 employees.
They are a leading global producer and supplier of agricultural products and services. Over the
years, increasing growth and diversification have lead to more sustainable earnings and
considerable financial strength.
Agrium has three strategic business units:
• its Retail division works closely with producers to help them grow their businesses. It is the
largest agricultural retailer in North America and provides crop inputs and services for
growers through its 900 farm facilities across North and South America;

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• through Agrium’s Advanced technologies unit the company is committed to protecting and
preserving the environment and develops leading edge environmentally friendly controlledrelease
products to the benefit of producers around the world; and
• Agrium’s Wholesale division distributes products for farmers which enhances their crop
yields and quality. It produces 8 million tonnes of fertiliser globally (a total of 16 million
tonnes is marketed through all three business units).
Agrium have indicated that they plan to create additional value for AWB and Landmark domestic
and international customers. This will include the introduction of a range of new retail products and
services, including private label fertiliser and crop protection products that will build on Landmark’s
success and provide competitive new product lines for Australian producers.
As a growth oriented company, Agrium intends to invest in the business given its strong balance
sheet and proven growth strategy of diversification.
Agrium has stated they intend to establish the group’s regional hub in Australia for expansion into
the Asia Pacific region over time. This has the potential to deliver new international customers for
Australian producers. This is similar to Agrium’s strategy already in South America where
Argentina is used as the South American hub.
Finally, Agrium wants to retain existing, experienced management which is a policy they have
adopted with other acquisitions in South America and Europe.
They have indicated there will be no reduction in AWB’s rural footprint and service to growers.
Over time these services are likely to expand which will result in more investment in rural and
regional Australia.
To recap, your directors have unanimously formed the view that the Scheme is in the best interests
of AWB Shareholders for the following reasons:
• the Independent Expert has concluded that the Scheme is fair and reasonable and is the
best interests of AWB Shareholders in the absence of a superior proposal;
• the proposed consideration of $1.50 per share represents a significant premium to recent
trading prices on the ASX; and
• the Scheme represents an opportunity for AWB Shareholders to realise certain cash value
for their shares and is superior to other strategic options available to AWB.