Scheme Meeting - Chairman's Script - AWB Limited

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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.