Retail Entitlement Offer - Documents Mailed to ... - AWB Limited

ABN 99 081 890 459To:The ManagerCompany Announcements OfficeAustralian Securities ExchangeRetail Entitlement Offer - Documents Mailed to ShareholdersThe following documents (attached) were mailed to shareholders (as applicable) today:• Retail Information Booklet;• Entitlement and Acceptance Form; and• Notification to Ineligible Retail Shareholders.Peter PattersonCompany SecretaryFriday, 2 October 2009

AWB Limited(ABN 99 081 890 459)Retail Information Booklet1-for-1 Accelerated Non-renounceable Entitlement Offerand Institutional Placement to raise approximately $459 millionRetail Entitlement Offer closes at 5.00pm (Melbourne time)on Wednesday, 21 October 2009NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES,OR TO US PERSONSThis document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territoriesand possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United Statesor to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the USSecurities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons.No public offering of securities is being made in the United States.

Important informationRETAIL INFORMATION BOOKLETThis Retail Information Booklet is issued by AWB Limited (ABN 99 081 890 459) (AWB). This Retail Information Booklet and theEntitlement and Acceptance Form are important and require your immediate attention. You should read these documents carefully and intheir entirety before deciding whether or not to participate in the Retail Entitlement Offer.In particular, you should consider the risk factors outlined in the Investor Presentation (included in this Retail Information Booklet asAnnexure II). You should also consider the tax implications outlined in Section 3 of this Retail Information Booklet. The potential tax effectsof the Retail Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences byconsulting their own professional tax adviser before deciding whether or not to participate in the Retail Entitlement Offer.Neither this Retail Information Booklet nor the Entitlement and Acceptance Form is a prospectus for the purposes of the CorporationsAct. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investmentdecision. They do not and are not required to contain all of the information which would otherwise be required to be disclosed in aprospectus. They are not required to be, and will not be, lodged with ASIC.This Retail Information Booklet should be read in conjunction with AWB’s other periodic and continuous disclosure announcements to theAustralian Securities Exchange (ASX) available at www.asx.com.au.All dollar values are in Australian dollars ($A) and financial data is presented within the financial year end of 30 September unlessotherwise stated. AWB does not give any undertaking or representation that information in this Retail Information Booklet will be updated,except to the minimum extent required by law.Neither AWB nor any other person warrants or guarantees the future performance of AWB or any return on any investment made under thisRetail Information Booklet.This Retail Information Booklet contains forward looking statements, including indications of, and guidance on, future earnings andfinancial position and performance of AWB (including the Financial Information in the Investor Presentation). Forward looking statementsinclude those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These forwardlookingstatements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and otherfactors, many of which are beyond AWB’s control, and which may cause actual results to differ materially from those expressed in thestatements contained in this Retail Information Booklet. You should not place undue reliance on these forward-looking statements havingregard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to AWB asof the date of this Retail Information Booklet. Except as required by law or regulation (including the ASX Listing Rules), AWB undertakesno obligation to update these forward-looking statements. To the maximum extent permitted by law, AWB and its officers, employees,agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability orcompleteness of such information, or likelihood of fulfillment of any forward looking statement, and disclaim all responsibility and liabilityfor these forward looking statements (including, without limitation, liability for negligence).None of the parties referred to in the Corporate Directory of this Retail Information Booklet (other than AWB) has made or authorised themaking of any statement that is included in this Retail Information Booklet or any statement on which a statement in this Retail InformationBooklet is based.To the maximum extent permitted by law, each of these parties expressly disclaims and takes no responsibility for any statements in oromissions from this Retail Information Booklet other than references to its name or a statement or report included in this Retail InformationBooklet with the consent of that party as specified above.Please see the Investor Presentation (included in this Retail Information Booklet as Annexure II) for other important notices, disclaimersand acknowledgements.Please see page 59 of this Retail Information Booklet (inside back cover of this Retail Information Booklet) for important Eligible RetailShareholder declarations in relation to the Retail Entitlement Offer.The New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or otherjurisdiction of the United States. The New Shares to be issued under the Retail Entitlement Offer may be offered and sold solely outside theUnited States to persons that are not US Persons and are not acting for the account or benefit of US Persons in “offshore transactions” inreliance on Regulation S under the US Securities Act. No party has offered or sold and no party will offer or sell, directly or indirectly, anyNew Shares in the United States or to, or for the account or benefit of, US Persons, except in transactions exempt from, or not subject to,the registration requirements of the US Securities Act and applicable US state securities laws.2

ContentsLetter from the Chairman 4Equity Raising Timetable 5What should you do? 6Section 1 – Overview of the Equity Raising 7Section 2 – How to Apply – Eligible Retail Shareholders 9Section 3 – Taxation 12Section 4 – Important Information for Shareholders 13Glossary 16Annexure I – ASX Equity Raising Announcement 18Annexure II – Investor Presentation 24Annexure III – ASX Institutional Offer Completion Announcement 57Eligible Retail Shareholder declarations 59Corporate DirectoryBack Cover3

Letter from the Chairman2 October 2009Dear Shareholder,On behalf of the AWB Board I am pleased to invite you to participate in a one-for-one non-renounceable entitlement offerof new shares in AWB Limited at an issue price of $1 per share. This means for every AWB share you own, you will have theopportunity to purchase one new AWB share at this price.Details of the OfferThis retail offer is part of a $459 million equity raising announced by AWB on Wednesday 23 September 2009.Approximately $120 million was raised from existing institutional shareholders and a further $100 million was raised througha placement to new institutional investors.The $1 issue price represents a 30.8% discount to the closing price of AWB shares on Tuesday 22 September 2009 - the lasttrading day before the equity raising was announced.Your Board is keen to ensure existing eligible retail shareholders have the opportunity to participate in this equity raisingon the same basis as institutional shareholders. The issue price of $1 per share is the same price paid by institutionalshareholders.Benefits of the OfferYour Board believes that participation in the equity raising presents an excellent opportunity for shareholders to invest furtherin AWB.AWB is well positioned to take advantage of the Australian agricultural sector’s performance through its extensive Landmarkrural network, strategically located and geographically diverse Australian infrastructure assets and strong relationships withgrowers and customers developed over 60 years.The proceeds from the equity raising will be used to strengthen AWB’s balance sheet and provide financial flexibility throughdebt reduction. It will leave AWB sufficiently capitalised to take advantage of strategic opportunities in the agricultural sectorgoing forward.Purpose of the BookletThe attached retail information booklet contains important information about the offer and I encourage you to read itcarefully before deciding whether or not to participate in this offer.To participate you must apply and pay for your new shares before 5pm (Melbourne time) on Wednesday 21 October 2009,otherwise your rights under this offer will lapse.If you have any questions about the offer please contact the AWB shareholder information line on 1300 514 715 (withinAustralia) or on + 613 9415 4393 (from outside Australia) at any time during the offer period.Your Board recommends this offer to you and thanks you for your continued support.Yours sincerelyPeter PolsonChairmanAWB Limited4

Equity Raising TimetableInstitutional Placement and Institutional Entitlement Offer 23 to 24 September 2009Record Date for the Entitlement Offer 7.00pm (Melbourne time), 28 September 2009Retail Entitlement Offer opens 2 October 2009Settlement of applications under the Institutional Entitlement Offer andInstitutional Placement7 October 2009Allotment of New Shares issued under the Institutional Entitlement Offerand Institutional Placement8 October 2009Expected date for trading of New Shares allotted under the InstitutionalEntitlement Offer and Institutional Placement8 October 2009Despatch of transaction confirmation statements in relation toInstitutional Entitlement Offer and Institutional Placement9 October 2009Retail Entitlement Offer closes (Retail Closing Date) 5.00pm (Melbourne time), 21 October 2009Retail shortfall notification date 26 October 2009Allotment of New Shares under the Retail Entitlement Offer 30 October 2009Expected date for trading of New Shares allotted under the RetailEntitlement Offer2 November 2009Confirmation of issue despatched in relation to the RetailEntitlement Offer3 November 2009This timetable is indicative only and subject to change without notice. All times are Melbourne times.The commencement of quotation of New Shares is subject to confirmation from ASX.AWB, in conjunction with the Lead Managers, reserves the right to amend this timetable, at any time and without notice, including extending the RetailEntitlement Offer, closing the Retail Entitlement Offer early or accepting late applications.5

What should you do?1. Read this Retail Information Booklet and the Entitlement and Acceptance Form, and seek advice as appropriateThis Retail Information Booklet and the accompanying Entitlement and Acceptance Form contain important informationabout the Retail Entitlement Offer. You should read them carefully and in their entirety before deciding whether or not toparticipate in the Retail Entitlement Offer.If you are in doubt as to the course you should follow, you should consult your stockbroker, accountant, solicitor or otherindependent professional adviser before making your investment decision.2. Decide what you want to doIf you are an Eligible Retail Shareholder (see definition in Section 2.1 below), you may subscribe for all, some or none of yourEntitlement or apply for additional New Shares in excess of your Entitlement. See Section 2 for further details.Eligible Retail Shareholders who do not participate in the Retail Entitlement Offer will have their percentage holding in AWBreduced. Eligible Retail Shareholders who participate in the Retail Entitlement Offer will see their percentage holding in AWBreduce, increase or stay the same depending on the proportion of their Entitlement and additional New Shares they subscribefor and the total number of New Shares issued under the Equity Raising. Shareholders who do not take up their Entitlement,whether in full or in part, will not receive any value in respect of those Entitlements they do not take up.Entitlements cannot be traded or transferred, whether on the ASX or privately.3. Apply for New SharesTo participate in the Retail Entitlement Offer, you must apply for New Shares before 5.00pm on Wednesday,21 October 2009, otherwise your rights under the Retail Entitlement Offer will lapse.See Section 2 and the Entitlement and Acceptance Form for further details.4. QuestionsThis Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require yourimmediate attention. You should read them in their entirety. If you are in doubt as to the course you should follow you shouldconsult your stockbroker, accountant, solicitor or other independent professional adviser.If you:• have questions in relation to the Existing Shares upon which your Entitlement has been calculated;• have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or• have lost your Entitlement and Acceptance Form and would like a replacement form,please call the AWB Shareholder Information Line on 1300 514 715 (within Australia) or on +61 3 9415 4393 (from outsideAustralia) from 8.30am to 5.00pm (Melbourne time) Monday to Friday at any time during the Entitlement Offer Period.6

Section 1 - Overview of the Equity Raising1.1 Equity RaisingAWB intends to raise approximately $459 million under the Equity Raising, which comprises the Institutional Placement andthe Entitlement Offer.Under the Entitlement Offer, AWB is offering Eligible Shareholders the opportunity to subscribe for 1 New Share for every 1Existing Share held at 7:00pm (Melbourne time) on Monday, 28 September 2009 (Record Date), at the Issue Price of $1.00per New Share. The Entitlement Offer is non-renounceable, which means that the Entitlements are non-transferable andcannot be sold or traded. Both the Institutional Placement and the Entitlement Offer are fully underwritten.Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Information Booklet forinformation on the purpose of the Equity Raising, the sources and application of the proceeds of the Equity Raising, and forinformation on AWB’s business, performance and strategy. You should also consider other publicly available informationabout AWB available at www.asx.com.au and www.awb.com.au.1.2 Institutional Placement and Institutional Entitlement OfferOn Wednesday, 23 September 2009 and Thursday, 24 September 2009, AWB successfully conducted the InstitutionalPlacement to raise $100 million and the Institutional Entitlement Offer to raise approximately $120 million, at an Issue Priceof $1.00 per New Share. The Institutional Placement and Institutional Entitlement Offer are fully underwritten and NewShares are expected to be allotted under the Institutional Placement and Institutional Entitlement Offer on Thursday,8 October 2009.1.3 Retail Entitlement OfferEligible Retail Shareholders are invited to subscribe for all or part of their Entitlement and are being sent this RetailInformation Booklet with a personalised Entitlement and Acceptance Form. In addition, Eligible Retail Shareholders may alsosubscribe for additional New Shares in excess of their Entitlement. Please note that New Shares in excess of Entitlementswill only be issued to Eligible Retail Shareholders as determined by the Lead Managers in consultation with AWB, havingregard to circumstances as at the time of the close of the Retail Entitlement Offer. The issue of any New Shares in excess ofEntitlements will be limited to the extent that there are sufficient New Shares from Eligible Retail Shareholders who do nottake up their full Entitlements. The Lead Managers in consultation with AWB may apply any scale-back (in their absolutediscretion).The Retail Entitlement Offer constitutes an offer to Eligible Retail Shareholders only. Eligible Retail Shareholders areShareholders on the Record Date who have a registered address in Australia or New Zealand and who are eligible under allapplicable laws to receive an offer under the Retail Entitlement Offer. The following persons are not entitled to participate inthe Retail Entitlement Offer:• any Eligible Institutional Shareholder (other than a nominee to the extent that the nominee also holds on behalf of anEligible Retail Shareholder); or• any Ineligible Institutional Shareholder.The Retail Entitlement Offer closes at 5:00pm (Melbourne time) on Wednesday, 21 October 2009, with New Shares to beallotted on Friday, 30 October 2009.The Retail Entitlement Offer is fully underwritten, and will raise approximately $239 million. The Issue Price under the RetailEntitlement Offer is the same as the Issue Price under the Institutional Placement and the Institutional Entitlement Offer.NomineesThe Retail Entitlement Offer is being made to all Eligible Retail Shareholders (as defined in Section 2.1). AWB is not requiredto determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial ownersof securities. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its beneficiary, willneed to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicableforeign laws.Any person in the United States or any person that is, or is acting for the account or benefit of, a US Person with a holdingthrough a nominee may not participate in the Retail Entitlement Offer, and such a nominee must not take up any Entitlementor send any materials relating to the Equity Raising into the United States or to any person that is, or is acting for the accountor benefit of, a US Person.7

Section 1 - Overview of the Equity Raising (continued)1.4 Ranking of New SharesNew Shares will be issued on a fully paid basis and will rank equally with Existing Shares.1.5 ReconciliationAs in any entitlement offer, Shareholders may believe that they own more Existing Shares on the Record Date than theyultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receivetheir full Entitlement. If reconciliation is required, it is possible that AWB may need to issue a small quantity of additionalNew Shares (Top-Up Shares) to ensure all Eligible Institutional Shareholders and Eligible Retail Shareholders have theopportunity to receive their full Entitlement. The price at which these Top-Up Shares will be issued will be the same as theIssue Price.AWB also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders (or persons claimingto be Eligible Shareholders), if their Entitlement claims prove to be overstated, or if they or their nominees fail to provideinformation requested to substantiate their Entitlement claims, or if they are indeed not Eligible Shareholders.1.6 Quotation and tradingAWB will apply to ASX for the official quotation of the New Shares in accordance with ASX Listing Rule requirements.Subject to approval being granted, it is expected that normal trading of New Shares allotted under the Retail EntitlementOffer will commence on Monday, 2 November 2009.1.7 Confirmation StatementsConfirmations are expected to be dispatched to Eligible Retail Shareholders on Tuesday, 3 November 2009 in respect of NewShares allotted under the Retail Entitlement Offer.It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sellsNew Shares before receiving written confirmation of their holding will do so at their own risk. AWB and the Lead Managersdisclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who tradeNew Shares before receiving their confirmations, whether on the basis of confirmation of the allocation provided by AWB,the Registry, Orient Capital or the Lead Managers.1.8 Withdrawal of the Entitlement OfferAWB reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case AWB willrefund any Application Monies already received in accordance with the Corporations Act and will do so without interest.1.9 Allocation policyAll Eligible Retail Shareholders will be allocated New Shares applied for up to their Entitlement. Please note that New Sharesin excess of Entitlements will only be issued to Eligible Retail Shareholders if (and to the extent that) the Lead Managers inconsultation with AWB so determine having regard to circumstances as at the time of the close of the Retail Entitlement Offer.The issue of any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares fromEligible Retail Shareholders who do not take up their full Entitlements. The Lead Managers in consultation with AWB mayapply any scale-back (in their absolute discretion).8

Section 2 - How to Apply – Eligible Retail ShareholdersIf you are an Eligible Retail Shareholder you should read this Section in its entirety for instructions on the choices availableto you. You should also refer to Section 1 of this Retail Information Booklet for an overview of the Equity Raising.2.1 Eligible Retail Shareholder - DefinitionAn Eligible Retail Shareholder is a person who is registered as the holder of Existing Shares on the Record Date, and:• whose registered address on the AWB register of members is in Australia or New Zealand;• who is not in the United States and is neither a US Person nor acting for the account or benefit of a US Person;• who is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and• who is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder or an Ineligible RetailShareholder.Eligible Retail Shareholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement, whichaccompanies this Retail Information Booklet.The Retail Entitlement Offer is not being made in the United States or to, or for the account or benefit of, US Persons.Accordingly, Eligible Retail Shareholders (including nominees) who hold Shares on behalf of persons in the US or that are USPersons cannot take up their Entitlements or subscribe for New Shares on behalf of such persons, and may not send to suchpersons this Retail Information Booklet or any other documents relating to the Equity Raising.If you purchase New Shares under the Retail Entitlement Offer, you will be deemed to have represented, warranted andagreed that:• neither the Entitlements nor the New Shares have been, nor will be, registered under the US Securities Act or any USstate or other securities laws, and may not be offered, sold or otherwise transferred in the US or to, or for the account orbenefit of, a US Person;• you are not in the United States, you are not a US Person and you are not acting for the account or benefit of a USPerson;• you it will not send this Retail Information Booklet or any other material relating to the Equity Raising to any person inthe United States or that is a US Person; and• if in the future you decide to sell or otherwise transfer your New Shares, you will only do so in regular transactions onASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been prearrangedwith, or that the purchaser is, a person in the United States or a US Person.2.2 Choices available to Eligible Retail ShareholdersIf you are an Eligible Retail Shareholder you may do any one of the following:1. take up all or part of your Entitlement (refer to Section 2.3);2. take up all of your Entitlement and apply for additional New Shares in excess of your Entitlement (refer to Section 2.3);or3. do nothing (refer to Section 2.5).The Retail Entitlement Offer is a pro-rata offer to Eligible Retail Shareholders only.2.3 If you wish to take up all of, or part of or more than your EntitlementIf you wish to take up your Entitlement in full or in part, or if you wish to take up your Entitlement in full and apply foradditional New Shares in excess of your Entitlement, there are two different ways you can submit your Application andApplication Monies.9

Section 2 - How to Apply – Eligible Retail Shareholders (continued)2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or moneyorder for all Application MoniesTo apply and pay by cheque, bank draft or money order, you should:• read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seekappropriate professional advice if necessary;• complete the personalised Entitlement and Acceptance Form accompanying this Retail Information Bookletin accordance with the instructions set out on that form, and indicate the number of New Shares you wish tosubscribe for; and• return the form to the Registry (address details below) together with a cheque, bank draft or money order whichmust be:• in respect of the full Application Monies (being $1.00 multiplied by the number of New Shares you wish tosubscribe for);• in Australian currency drawn on an Australian branch of a financial institution; and• made payable to ‘AWB Application Account’ and crossed ‘Not Negotiable’.You should ensure that sufficient funds are held in any relevant account(s) to cover the full Application Monies.Cash payments will not be accepted. Receipts for payment will not be issued.You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order inrespect of the full Application Monies reaches the Registry at the following postal address:AWB Limitedc/- Computershare Investor Services Pty LimitedGPO Box 505Melbourne Vic 3001If your Entitlement and Acceptance Form and your Application Monies in cleared funds are received by the RetailClosing Date, being 5:00pm (Melbourne time) on Wednesday, 21 October 2009, New Shares will be allotted to youon Friday, 30 October 2009. Entitlement and Acceptance Forms (and payments for Application Monies) will not beaccepted after the Retail Closing Date and no New Shares will be issued to you in respect of that Application (andyour Application Monies submitted will be refunded as soon as practicable without interest).Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at AWB’sregistered or corporate offices, or other offices of the Registry.For the convenience of Eligible Retail Shareholders, an Australian reply paid envelope addressed to the Registry hasbeen enclosed with this Retail Information Booklet.Note that if you have more than one holding of Existing Shares, you will be sent more than one personalisedEntitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separateEntitlement and Acceptance Form and payment of Application Monies must be completed for each separateEntitlement you hold.2.3.2 Payment via BPAY® 1To apply and pay via BPAY®, you should:• read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seekappropriate professional advice if necessary; and• make your payment in respect of the full Application Monies via BPAY for the number of New Shares you wishto subscribe for (being the Issue Price of $1.00 per New Share multiplied by the number of New Shares youare applying for). You can only make a payment via BPAY if you are the holder of an account with an Australianfinancial institution.If you choose to pay via BPAY you are not required to submit the Entitlement and Acceptance Form but are takento make the statements on that form and representations outlined below in Section 2.4 “Implications of making anApplication”, including the Eligible Retail Shareholder declarations set out at page 59 (inside back cover of this RetailInformation Booklet).If you make payment of the Application Monies by the Retail Closing Date, New Shares will be allotted to you onFriday, 30 October 2009. Your payment of the Application Monies will not be accepted after the Retail Closing Date,being 5:00pm (Melbourne time) on Wednesday, 21 October 2009, and no New Shares will be issued to you in respectof that Application and your Application Monies submitted will be refunded as soon as practicable, without interest.1® registered to BPAY Pty Limited ABN 69 079 137 51810

If you have multiple holdings you will have multiple BPAY customer reference numbers. To ensure you successfullytake up your Entitlement in respect of each holding, you must use the customer reference number shown on eachpersonalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respectof those holdings.You should be aware that your financial institution may implement earlier cut-off times with regard to electronicpayment and you should therefore take this into consideration when making your payment. Please note that themaximum amount that can be received by BPAY is A$1 million. You may also have your own limit on the amount thatcan be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed yourlimit.If the amount of Application Monies received is insufficient to pay in full for the number of New Shares you applied for, oris more than the number of New Shares you applied for, you will be taken to have applied for such whole number of NewShares which is covered in full by your Application Monies received, up to your full Entitlement. Alternatively, AWB may inits discretion reject your Application, in which case any Application Monies will be refunded to you after the allotment datein accordance with the Corporations Act, without interest.If you apply for additional New Shares in excess of your Entitlement and you are not allocated all or some of the additionalNew Shares applied for, the relevant Application Monies will be refunded to you as soon as practicable after the allotmentdate in accordance with the Corporations Act, without interest. Refunds will be made by direct credit to your nominatedbank account as at the allotment date, or, if no bank account is nominated, by cheque.2.4 Implications of making an ApplicationReturning a completed Entitlement and Acceptance Form or paying any Application Monies for New Shares via BPAY will betaken to constitute a representation by you that you:1 have received a copy of this Retail Information Booklet accompanying the Entitlement and Acceptance Form, and readthem in their entirety;2 make the Eligible Retail Shareholder declarations set out at page 59 (inside back cover of this Retail InformationBooklet); and3 acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY payment instruction is given inrelation to any Application Monies, the Application may not be varied or withdrawn except as required by law.2.5 If you do nothingIf you are an Eligible Retail Shareholder and you do nothing, then New Shares representing your Entitlement will beoffered to Eligible Retail Shareholders who apply for additional New Shares in excess of their Entitlement. If there is notsufficient demand for New Shares from Eligible Retail Shareholders who applied for additional New Shares in excess of theirEntitlement, the Retail Entitlement Offer will effectively lapse in respect of those Shares and those Shares will be dealt with inaccordance with the Underwriting Agreement.You should also note that, if you do not take up any of your Entitlement, then your percentage shareholding in AWB will bediluted. If you participate in the Retail Entitlement Offer in respect of some or all of your Entitlement, you will (as a result ofthe Institutional Placement) see your percentage shareholding in AWB reduce, but to a lesser extent. By applying for, andbeing allotted, a sufficient number of New Shares in addition to your Entitlement, you may see your percentage shareholdingin AWB stay the same or increase.2.6 EnquiriesThis Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require yourimmediate attention. You should read them in their entirety. If you are in doubt as to the course you should follow you shouldconsult your stockbroker, accountant, solicitor or other independent professional adviser.If you:• have questions in relation to the Existing Shares upon which your Entitlement has been calculated;• have questions about how to complete the Entitlement and Acceptance Form or take up your Entitlement; or• have lost your Entitlement and Acceptance Form and would like a replacement form,please call the AWB Shareholder Information Line on 1300 514 715 (within Australia) or on +61 3 9415 4393 (from outsideAustralia) from 8.30am to 5.00pm (Melbourne time) Monday to Friday at any time during the Entitlement Offer Period.11

Section 3 - TaxationSet out below are the general Australian income tax implications in respect of the Entitlement Offer for Australian residentindividual Shareholders that hold their Shares on capital account. It does not apply to Shareholders that hold their Shares(either Existing or New) on revenue account or as trading stock, nor does it apply to non-resident Shareholders.This summary has been prepared for general circulation and does not take into account the objectives, tax position, financialsituation or needs of any investor. Accordingly, any investor should, before acting on this material, seek independentprofessional tax advice.This summary is based on the relevant Australian income tax legislation and established interpretations as at the date of thisRetail Information Booklet.3.1 Taxation of Entitlement Offer3.1.1 Issue of EntitlementsThe issue of Entitlements should not give rise to any income tax implications for Shareholders.3.1.2 Exercise of EntitlementsThe exercise by Eligible Shareholders of their Entitlements to acquire New Shares under the Entitlement Offer should notresult in any capital gain or capital loss being recognised for Capital Gains Tax (CGT) purposes. Further, Shareholders shouldnot derive assessable income from the exercise of the Entitlement.3.1.2 Expiration or Lapse of EntitlementsIf a Shareholder does not exercise their Entitlement to acquire New Shares under the Entitlement Offer, and instead allowsthose rights to lapse or expire, that Shareholder will not receive any consideration as a result of the expiration or lapse oftheir Entitlements, and on this basis, there should not be any income tax (including CGT) implications for the Shareholder. .3.1.3 Holding and Disposing of New SharesWhere Shareholders take up their Entitlements and acquire New Shares when determining the tax consequences arising fromholding or disposing of those New Shares:• The New Shares should be treated for CGT purposes as having been acquired on the day on which the New Shares areissued to the Shareholder; and• The CGT cost base of the New Shares should be equal to the Issue Price paid for the acquisition of the New Shares asoutlined in this Retail Information Booklet.3.2 GSTThe issue of Entitlements and New Shares is not subject to GST.12

Section 4 - Important Information for Shareholders4.1 No prospectusThe Entitlement Offer complies with the requirements of sections 708AA of the Corporations Act as notionally modified byASIC Class Order 08/35. Accordingly, neither this Retail Information Booklet nor the Entitlement and Acceptance Form arerequired to be lodged or registered with ASIC and no prospectus for the Entitlement Offer will be prepared.4.2 Availability of Retail Information BookletShareholders with registered addresses in Australia or New Zealand can obtain a copy of this Retail Information Bookletduring the Entitlement Offer Period on AWB’s website at www.awb.com.au or by calling the AWB Shareholder InformationLine on 1300 514 715 (within Australia) or on +61 3 9415 4393 (from outside Australia) from 8.30am to 5.00pm (Melbournetime) Monday to Friday at any time during the Entitlement Offer Period.Eligible Retail Shareholders with registered addresses in Australia or New Zealand will be sent a copy of this RetailInformation Booklet and their Entitlement and Acceptance Form. You should ensure that you read the Retail InformationBooklet and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically that you downloadthe Retail Information Booklet in its entirety (including the annexures to this Retail Information Booklet).The electronic version of this Retail Information Booklet on AWB’s website will not include a personalised Entitlementand Acceptance Form. You will only be entitled to accept the Retail Entitlement Offer by completing your personalisedEntitlement and Acceptance Form which accompanies this Retail Information Booklet, or by making a payment ofApplication Monies via BPAY (refer to Section 2.3.2 for further information). Please carefully read the instructions on theaccompanying Entitlement and Acceptance Form.Shareholders in other jurisdictions are not entitled to access the electronic version of the Retail Information Booklet onAWB’s website.4.3 Continuous disclosureAWB is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations underthe Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.AWB is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASXmaking that information available to the stock markets conducted by the ASX. In particular, AWB has an obligation under theASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomesaware which a reasonable person would expect to have a material effect on the price or value of its shares. That informationis available to the public from the ASX.Some documents are required to be lodged with ASIC in relation to AWB. These documents may be obtained from, orinspected at, an ASIC office.4.4 Not investment adviceThe information provided in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form isnot financial product advice and has been prepared without taking into account your investment objectives, financialcircumstances or particular needs. The information contained in this Retail Information Booklet and the accompanyingEntitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information whicha Shareholder may require in order to determine whether or not to subscribe for New Shares. If you have any questionsyou should consult your stockbroker, accountant, solicitor, or other independent professional adviser before making yourinvestment decision.4.5 RisksThe Investor Presentation details important factors and risks that could affect the financial and operating performance ofAWB. Please refer to “Appendix I Key Risks” of the Investor Presentation for details. A copy of the Investor Presentation iscontained in Annexure II. You should consider these risk factors carefully in light of your personal circumstances, includingfinancial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.4.6 No authorisationNo person is authorised to give any information or make any representation in connection with the Retail Entitlement Offerwhich is not contained in this Retail Information Booklet. Any information or representation not contained in this RetailInformation Booklet may not be relied on as having been authorised by AWB in connection with the Retail Entitlement Offer.13

Section 4 - Important Information for Shareholders (continued)4.7 No cooling-off rightsCooling-off rights do not apply to a subscription for New Shares under the Entitlement Offer. This means that you cannotwithdraw your Application once it has been submitted except as required by law. Once the New Shares are issued andquotation is granted by ASX you may sell your New Shares on market.4.8 Foreign jurisdictions - restrictions and limitationsThis Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.The New Shares being offered under this Information are also being offered to Eligible Retail Shareholders with registeredaddresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).This Information is not an investment statement or prospectus under the New Zealand law, and may not contain all theinformation that an investment statement or prospectus under New Zealand law is required to contain.This Information does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful tomake such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the NewShares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.The distribution of this Retail Information Booklet and/or the Entitlement and Acceptance Form outside Australia and NewZealand may be restricted by law. If you come into possession of this Retail Information Booklet and/or the Entitlement andAcceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Anyfailure to comply with such restrictions may contravene applicable securities laws.4.9 Underwriting arrangements and feesThe Institutional Placement and Entitlement Offer are fully underwritten by the Lead Managers. The Underwriting Agreementis subject to certain termination events, such as:• the S&P ASX 200 closes prior to or on the date of settlement of the institutional component of the offer (expected to beWednesday, 7 October 2009) at 10% or more below its level on Tuesday, 22 September 2009, and remains at or belowthat level at close on the next business day or the institutional settlement date, whichever is shorter;• certain regulatory acts are taken or approvals refused;• there is a material adverse change in the financial position, results, operations or prospects of AWB; and• certain other events relating to the Equity Raising or AWB.If the Underwriting Agreement is terminated, the Equity Raising may not proceed in its entirety.AWB and the Lead Managers reserve the right, at any time, to appoint sub-underwriters in respect of any part of the RetailEntitlement Offer.The Lead Managers are entitled to be paid fees and expenses under the Underwriting Agreement and receive certainindemnities. The Lead Managers may appoint sub-underwriters, who may each be paid a fee determined by negotiation withthe relevant sub-underwriter. Any sub-underwriter’s fees in respect of the Retail Entitlement Offer would be paid by the LeadManagers out of the fees payable to the Lead Managers.4.10 IndemnitiesSubject to certain exceptions, AWB has agreed to indemnify the Lead Managers, their affiliates, related bodies corporate,directors, officers, employees, partners, agents and advisers (each an Indemnified Party) from and against all losses incurredby, or claims made against, an Indemnified Party in connection with the offer and appointment of the Lead Managers underthe Underwriting Agreement.4.11 ASX waiversIn order to conduct the Equity Raising, AWB has sought certain waivers from the ASX Listing Rules. ASX has granted AWBwaivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of conditions including that:• all Shareholders are offered their pro-rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit theShareholder to be excluded from the Entitlement Offer;• New Shares are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and sameratio; and14

• related parties do not participate beyond their pro-rata share other than under bona fide underwriting arrangements thatare disclosed in this Retail Information Booklet. There is no such underwriting arrangement.The waivers also allow AWB to ignore, for the purposes of determining those entitled to receive Entitlements, transactionsoccurring after the announcement of the trading halt in Shares (other than registrations of ITS (Integrated Trading System)transactions which were effected before the announcement) (post ex-date transactions). Transactions ignored under thisprovision are to be ignored in determining holders and registered holders, and holdings and registered holdings, of ExistingShares as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to beread accordingly. Therefore, if you have acquired Shares in a post ex-date transaction you will not be entitled to receive anEntitlement in respect of those Shares.4.12 ConsentsNone of the parties referred to in the Corporate Directory of this Retail Information Booklet (other than AWB), has madeor authorised the making of any statement that is included in this Retail Information Booklet or any statement on which astatement in this Retail Information Booklet is based.To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for anystatements in or omissions from this Retail Information Booklet other than references to its name or a statement or reportincluded in this Retail Information Booklet with the consent of that party as specified above.4.13 PrivacyAs a Shareholder, AWB and the Registry have already collected certain personal information from you. If you apply forNew Shares, AWB and the Registry may update that personal information or collect additional personal information. Suchinformation may be used to assess your acceptance of New Shares, service your needs as a Shareholder, provide facilitiesand services that you request and carry out appropriate administration.To do that, AWB and the Registry may disclose your personal information for purposes related to your shareholding to theiragents, contractors or third party service providers to whom they outsource services, including to Orient Capital in order toassess your application for New Shares, the Registry for ongoing administration of the register, printers and mailing houses forthe purposes of preparation and distribution of Shareholder information and for handling of mail, or as otherwise authorisedunder the Privacy Act 1988 (Cth).If you do not provide us with your personal information we may not be able to process your application. In most casesyou can gain access to your personal information held by (or on behalf of) AWB or the Registry. We aim to ensure that thepersonal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us ifany of the details you have provided change. If you have concerns about the completeness or accuracy of the informationwe have about you, we will take steps to correct it. You can request access to your personal information by telephoning orwriting to AWB through the Registry as follows:Computershare Investor Services Pty LimitedGPO Box 2975Melbourne VIC 3001or by telephone: 1300 514 715 (within Australia)or : +61 3 9415 4393 (outside Australia),or by email: web.queries@computershare.com.au4.14 Governing lawThis Retail Information Booklet, the Equity Raising and the contracts formed on acceptance of the Entitlement andAcceptance Forms are governed by the law applicable in Victoria, Australia. Each Shareholder who applies for New Sharessubmits to the non-exclusive jurisdiction of the courts of Victoria, Australia.15

GlossaryTerm16Definition$ or A$ or dollars Australian dollarsABNApplicationApplication MoniesARSNASICASXAustralian Business NumberAn application to subscribe for New Shares under the Retail Entitlement OfferMonies received from applicants in respect of their ApplicationsAustralian Registered Scheme NumberAustralian Securities and Investments CommissionASX Limited (ABN 98 008 624 691) or the financial products market operated by that entity known asthe Australian Securities ExchangeASX AnnouncementThe announcement released to ASX on 23 September 2009 in connection with the Equity Raising andannexed to this Retail Information Booklet as Annexure IASX Listing RulesThe official listing rules of ASX, as amended or replaced from time to time and as waived in respect ofAWB by ASXAWB AWB Limited (ABN 99 081 890 459)CGTCapital gains taxCorporations ActCorporations Act 2001 (Cth)Eligible InstitutionalAn Institutional Shareholder:Shareholder• to whom ASX Listing Rule 7.7.1(a) does not apply; and• who has successfully received an offer under the Institutional Entitlement Offer (as the Lead Managersdetermine)Eligible Retail Shareholder A Shareholder on the Record Date who:• has a registered address in Australia or New Zealand;• is not in the United States and is not a US Person and is not acting for the account or benefit of a USPerson;• is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder; and• is eligible under all applicable securities laws to receive an offer under the Retail Entitlement OfferEligible ShareholderA person who is an Eligible Institutional Shareholder or an Eligible Retail ShareholderEntitlementThe entitlement to 1 New Share for every 1 Existing Share held on the Record Date by EligibleShareholdersEntitlement andAcceptance FormEntitlement OfferEntitlement Offer PeriodThe Entitlement and Acceptance Form accompanying this Retail Information Booklet upon which anApplication can be madeThe offer of approximately 359 million New Shares to Eligible Shareholders in the proportion of1 New Share for every 1 Existing Share held on the Record Date. The Entitlement Offer comprises twocomponents – the Institutional Entitlement Offer and the Retail Entitlement OfferThe period commencing on the opening date of the Retail Entitlement Offer, as specified in the “EquityRaising Timetable” section of this Retail Information Booklet, and ending on the Retail Closing DateThe Institutional Placement and the Entitlement OfferA Share on issue on or before the Record DateEquity RaisingExisting ShareGST Australian Goods and Services Tax (currently rate 10%)Ineligible Institutional An Institutional Shareholder:Shareholder• who has a registered address outside Australia and New Zealand and any other jurisdictions as AWBand the Lead Managers agree;• to whom ASX Listing Rule 7.7.1(a) applies; and• who in the absence of ASX Listing Rule 7.7.1(a) would have been an Eligible Institutional ShareholderIneligible RetailShareholderInstitutional EntitlementOfferInstitutional InvestorInstitutional ShareholderA Shareholder that is not an Eligible Retail Shareholder or Eligible Institutional Shareholder or anIneligible Institutional Shareholder.The offer of New Shares to Eligible Institutional Shareholders under the Entitlement Offer as describedin Section 1.2A person:•in Australia, to whom an offer of shares in a company may be made in Australia without a disclosuredocument (as defined in the Corporations Act) on the basis that such a person is an “exempt investor”as defined in ASIC Class Order 08/35; orin selected jurisdictions outside Australia, to whom an offer of New Shares may be made without•registration, lodgement of a formal disclosure document or other formal filing in accordance with thelaws of that foreign jurisdiction (except to the extent to which AWB is willing to comply with suchrequirements)A Shareholder on the Record Date who is an Institutional Investor

TermDefinitionInvestor Presentation The investor presentation in connection with the Equity Raising dated 23 September 2009 and annexedto this Retail Information Booklet as Annexure IIIssue Price$1.00 per New ShareLead ManagersDeutsche Bank AG, Sydney Branch, Goldman Sachs JBWere Pty Ltd and UBS AG, Australia BranchMelbourne time Before 4 October 2009:Australian Eastern Standard TimeAfter 4 October 2009:Australian Eastern Daylight Savings TimeNew SharesThe Shares offered under the Equity RaisingRecord DateThe time and date for determining which Shareholders are entitled to an Entitlement under theEntitlement Offer, being 7.00pm (Melbourne time) on Monday, 28 September 2009Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277)Retail Closing DateThe last date for Eligible Retail Shareholders to lodge an Application, being 5:00pm (Melbourne time)on Wednesday, 21 October 2009Retail Entitlement Offer The offer of New Shares to Eligible Retail Shareholders under the Entitlement Offer as described insection 1.3.Retail Information Booklet This booklet dated 2 October 2009, including the Investor Presentation and the ASX AnnouncementShare One ordinary share in AWB Limited (ABN 99 081 890 459)ShareholderThe registered holder of an Existing ShareUnderwriting Agreement The underwriting agreement dated 23 September 2009 between AWB and the Lead Managers, asdescribed in section 4.9US or United StatesUnited States of America, its territories and possessions, any state of the United States and the District ofColumbiaUS PersonsThe meaning given in Rule 902(k) of Regulation S under the US Securities ActUS Securities ActThe US Securities Act of 1933, as amended17

Annexure I – ASX Equity Raising AnnouncementNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS23 September 2009AWB launches fully underwritten Entitlement Offer andInstitutional Placement to raise $459 million, and refinancesdomestic corporate debt facilitiesKey pointsUndertaking $459 million fully underwritten equity raising, which will transform the balancesheetSuccessful refinancing of $575 million of domestic corporate debt facilities includingsyndicated debt, receivables securitisation and inventory financing Pro forma net corporate debt following equity raising estimated to be $490 million as at 30September 2009, a reduction of $646 million from 30 September 2008Update on 2009 guidance, including various corporate initiatives and a $120m non-cashimpairment against Landmark Financial ServicesAWB Limited (“AWB”) today announced the launch of a fully underwritten 1 for 1 acceleratednon-renounceable pro-rata entitlement offer (“Entitlement Offer”), and an underwritteninstitutional placement (“Institutional Placement”, together the “Offer”) to raise $459 million.AWB also announced that it has reached agreement with its core banks to refinance itsdomestic corporate debt facilities, which were due to mature in October 2009. In aggregatethese new facilities total $575 million.AWB’s pro forma net corporate debt (domestic and offshore) following the equity raising isestimated to be $490 million as at 30 September 2009.AWB’s Managing Director Gordon Davis said, “The capital raising is being undertaken tostrengthen AWB's balance sheet and to provide financial flexibility through the subsequentreduction in net debt.“The Offer and debt refinancing also supports AWB's intention of maintaining an investmentgrade credit rating.AWB has also today provided the market with updated 2009 guidance, including details ofvarious corporate initiatives related to Commodities Management and Landmark Financial18

Services. AWB will also recognise a $120 million non-cash impairment against LandmarkFinancial Services goodwill in the 2008/09 financial year.“AWB has a number of exciting opportunities in front of it”, Mr Davis said. “Today’sannouncement will fundamentally reposition the Company’s balance sheet for this journey.AWB’s directors and management fully support the refinancing, and recommend it to allshareholders.”Details of the OfferThe Offer will be at a fixed price of $1.00 per share and will comprise the followingcomponents. $359 million 1 for 1 Entitlement Offer:— approximately $115 million via the institutional component of the Entitlement Offer(“Institutional Entitlement Offer”); and— approximately $244 million via the retail component of the Entitlement Offer (“RetailEntitlement Offer”), and $100 million Institutional PlacementThe offer price of $1.00 per New Share represents a 30.8% discount to the closing price ofAWB shares on 22 September and an 18.2% discount to the theoretical ex-rights price(“TERP”). New shares issued will rank equally with existing AWB shares. Based on theCompany’s stated dividend policy of 40-65% of net profit after tax post significant items, AWBwill not be declaring a final dividend for the 2008/09 financial year.Eligible Shareholders will be entitled to subscribe for 1 new AWB ordinary share (“NewShares”) for every 1 existing AWB ordinary share (“Shares”) held at 7:00pm AEST on Monday,28 September (“Record Date”) 1 . Existing retail shareholders will have the opportunity to applyfor additional shares above their entitlement as part of the Retail Entitlement Offer, whileexisting institutional shareholders are also able to participate for more than their entitlementby bidding for shares not being taken up by ineligible shareholders and shareholders notwishing to participate in the Entitlement Offer.Key datesInstitutional Entitlement Offer and Institutional Placement 23 – 24 September 2009Record Date to determine right to participate in theEntitlement Offer7.00pm (AEST) 28September 2009Retail Entitlement Offer opens 2 October 2009Settlement of Institutional Entitlement Offer and Institutional 7 October 2009PlacementAllotment and trading of New Shares issued under8 October 2009Institutional Entitlement Offer and Institutional PlacementRetail Entitlement Offer closes (Closing Date)5.00pm (AEDT) 21 October2009The above timetable is indicative only. References to time and date are references to Australian Eastern Standard Time (AEST) orAustralian Eastern Daylight Time (AEDT), where indicated. AWB reserves the right to amend any or all of these events, dates andtimes subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, AWB reserves the right toextend the closing dates for the offers, to accept late applications either generally or, in particular cases, to withdraw the offers withoutprior notice. The commencement of quotation of the New Shares is subject to confirmation from ASX.1 For the purposes of determining entitlements under the Entitlement Offer, AWB will disregard transactions in Shares occurring afterimplementation of the trading halt in AWB shares on 23 September 2009, except for settlement of on-market transactions thatoccurred prior to the implementation of the trading halt.19

Annexure I – ASX Equity Raising Announcement (continued)AWB expects to announce the outcome of the Institutional Entitlement Offer and InstitutionalPlacement to the market prior to commencement of trading on Friday, 25 September, withtrading in AWB shares expected to resume at start of trading on that day.Further details of the Offer are included in Annexure A to this announcement.For further information, please refer to the investor presentation accompanying thisannouncement.Media enquiries, contactPeter McBride, GM Corporate Affairs: +61(0) 3 9209 2174 or + 61 (0) 417 662 451Investor enquiries:Belinda Seal, Investor Relations Manager: +61(0) 3 9209 2887 or + 61 (0) 438 535 975This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities inthe United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation Sunder the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Person”). Securities may not beoffered or sold in the United States, or for the account or benefit of, or to U.S. Persons unless thesecurities have been registered under the U.S. Securities Act or an exemption from registration isavailable. The securities to be offered and sold in the Offer have not been, and will not be, registeredunder the U.S. Securities Act, and may not be offered or sold in the United States or to, or for theaccount or benefit of U.S. Persons, unless the securities are registered under the U.S. Securities Act oran exemption from the registration requirements of the U.S. Securities Act is available.Neither this announcement nor any other documents relating to the Offer may be sent or distributed topersons in the United States or to U.S. Persons or to any persons acting for the account or benefit ofU.S. Persons.The Offer does not constitute an offer, and New Shares will not be issued or sold under the Offer, in anyjurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, issue orsale. No action has been taken to register or qualify the Shares or the New Shares or to otherwisepermit a public offering of Shares or New Shares outside Australia. The New Shares may be offered,issued or sold in any other jurisdiction under the Offer where such offer, issue or sale is permitted underapplicable law.This announcement contains certain forward-looking statements with respect to the financial condition,results of operations and business of AWB and certain plans and objectives of the management ofAWB. Forward-looking statements can generally be identified by the use of words such as ‘project’,‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similarexpressions. All such forward looking statements involve known and unknown risks, significantuncertainties, assumptions, contingencies and other factors, many of which are outside the control ofAWB, which may cause the actual results or performance of AWB to be materially different from anyfuture results or performance expressed or implied by such forward looking statements. Such forwardlookingstatements speak only as of the date of this announcement. Factors that could cause actualresults or performance to differ materially include without limitation the following: risks and uncertaintiesassociated with the Australian and global economic environment and capital market conditions,fluctuations in foreign currency exchange and interest rates, competition, AWB's relationships with, andthe financial condition of, its suppliers and customers, or legislative changes, or regulatory changes orother changes in the laws which affect AWB's business. The foregoing list of important factors is notexhaustive. There can be no assurance that actual outcomes will not differ materially from thesestatements.No representation or warranty is or will be made by any legal or natural person in relation to theaccuracy or completeness of all or part of this document, or the accuracy, likelihood of achievement orreasonableness of any forecasts, prospects or returns contained in, or implied by, the information or anypart of it. This document includes information derived from third party sources that has not been20

independently verified. To the full extent permitted by law, AWB disclaims any obligation or undertakingto release any updates or revisions to the information contained in this document to reflect any changein expectations or assumptions.Nothing contained in this document constitutes investment, legal, tax or other advice. You should makeyour own assessment and take independent professional advice in relation to the information and anyaction taken on the basis of the information.21

Annexure I – ASX Equity Raising Announcement (continued)ANNEXURE A – OFFER DETAILSThere are two elements to the Offer - the Institutional Placement and the Entitlement Offer.The Entitlement Offer is structured as an accelerated pro-rata non-renounceable entitlementoffer consisting of an Institutional Entitlement Offer and a Retail Entitlement Offer. TheInstitutional Placement will be undertaken concurrently with the Institutional Entitlement Offer.Entitlements cannot be traded on the ASX or otherwise transferred.The Entitlement Offer is non-renounceable. This means that AWB shareholders who do nottake up their entitlement to participate in the offer will not receive any value for thoseentitlements, and their equity interest in AWB will be diluted. Retail shareholders whoparticipate in the Retail Entitlement Offer in respect of some or all of their Entitlement will (asa result of the Institutional Placement) have their equity interest in AWB diluted. Retailinvestors may also apply for additional shares which may reduce or negate the dilutory effectInstitutional PlacementEligible institutional investors will be invited to participate in the Institutional Placement. TheInstitutional Placement will raise total proceeds of $100 million through the issue of 100million new shares at an offer price of $1.00 a share.Institutional Entitlement OfferEligible Institutional Shareholders will be invited to participate in the Institutional EntitlementOffer. Eligible Institutional Shareholders can choose to take up or not take up all or part oftheir Entitlements. Elections in regard to Entitlements need to be advised prior to 12.00pm onThursday, 24 September 2009. New shares equal in number to those not taken up by EligibleInstitutional Shareholders and those which would otherwise have been offered to ineligibleinstitutional shareholders will be offered to eligible institutional investors including to thoseinstitutional shareholders who have fully exercised their entitlements.Retail Entitlement OfferEligible Retail Shareholders will be invited to participate in the Retail Entitlement Offer on thesame terms as the Institutional Entitlement Offer. The Retail Entitlement Offer will open onFriday, 2 October 2009 and close at 5.00pm AEDT on Wednesday, 21 October 2009. NewShares equal in number to those not taken up by Eligible Retail Shareholders will also beoffered to Eligible Retail Shareholders for subscription.ELIGIBLE RETAIL SHAREHOLDERSEligible Retail Shareholders are those holders of Shares who: are registered as a holder of Shares as at 7.00pm AEST on Monday, 28 September 2009(the "Record Date"); have an address on AWB’s register of members in Australia or New Zealand; are not in the United States and are not, and are not acting for the account or benefit of,any U.S. Person; are not an Ineligible Retail Shareholder (as defined in the retail offer booklet); are not an eligible Institutional Shareholder who was successfully invited to participate inthe Institutional Entitlement Offer (as determined by the Joint Lead Managers); and are eligible under all applicable securities laws to receive an offer under the Retail Offer.22

The Retail Entitlement Offer is not being extended to any Shareholder outside Australia andNew Zealand. Any person who is a retail shareholder in AWB who is not an Eligible RetailShareholder is an Ineligible Retail Shareholder.STOCK LENDINGEligible shareholders will be entitled to apply for 1 New Share for every 1 Share held as atRecord Date. If an AWB shareholder has AWB ordinary shares out on loan, the borrower willbe regarded as the shareholder for the purposes of determining the Entitlement (provided thatthose borrowed shares have not been on-sold).23

Annexure II – Investor PresentationDebt refinancing andcapital raisingAWB Limited23 September 2009No part of this report may be circulated, quoted, or reproduced fordistribution without prior written approval from the AWB Group.Not for distribution or release in the United States or to U.S. persons24

Disclaimer and important noticeThis Presentation has been prepared by AWB Limited (ABN 99 081 890 459) (AWB)Summary informationThis Presentation contains summary information about AWB and its subsidiaries (AWB Group) and their activities current as at 23 September 2009. The information in this Presentation isof general background and does not purport to be complete. It should be read in conjunction with AWB Group’s other periodic and continuous disclosure announcements lodged with theAustralian Securities Exchange, which are available at www.asx.com.au.Not financial product adviceThis presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire AWB shares and has been prepared without taking intoaccount the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the informationhaving regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. AWB is not licensed to provide financial productadvice in respect of AWB shares. Cooling off rights do not apply to the acquisition of AWB shares.Financial dataAll dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented within the financial year end of 30 September unless stated otherwise. The pro formahistorical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities andExchange Commission. You should also be aware that certain financial data included in this presentation are “non-GAAP financial measures” under Regulation G under the United StatesSecurities Exchange Act of 1934, as amended, including “EBITDA,” “Adjusted EBITDA”, “PBT” and “NPAT”. The disclosure of such non-GAAP financial measures in the manner includedin this presentation would not be permissible in a registration statement under the Securities Act. These non-GAAP financial measures do not have a standardised meaning prescribed byAIFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measuresdetermined in accordance with AIFRS. Although AWB believes these non-GAAP financial measures provide useful information to users in measuring the financial performance andcondition of our business for the reasons set out below, you are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this presentation.Past performancePast performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.Future performanceThis Presentation contains certain “forward-looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “should”,“could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions and are intended to identify forward-looking statements within the meaningof securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-lookingstatements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about marketand industry trends, which are based on interpretations of current market conditions.Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication orguarantee of future performance. This presentation contains forward looking statements that are subject to risk factors associated with the agriculture industry. It is believed that theexpectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially, including but notlimited to: weather patterns; price fluctuations; actual demand; currency fluctuations; industry competition; environmental risks; physical risks; legislative, fiscal and regulatorydevelopments; economic and financial markets conditions in various countries; approvals; and cost estimates.Not for distribution or release in the United States or to U.S. persons2 23 September 200925

Annexure II – Investor Presentation (continued)Disclaimer and important notice (continued)Investment RiskAn investment in AWB shares is subject to investment and other known and unknown risks, some of which are beyond the control of AWB Group. AWB does not guarantee any particularrate of return or the performance of AWB Group. Persons should have regard to the risks outlined in this Presentation.Not an offerThis presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall formthe basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to anyperson that is, or is acting for the account or benefit of any "U.S. person" (as defined in Regulation S under the Securities Act of 1933, as amended (the "U.S. Securities Act") (“USPerson”)). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have notbeen and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposedoffering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subjectto, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.Underwriters and AdvisorsThe underwriters and advisors have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to makeany statement in this Presentation and there is no statement in this Presentation which is based on any statement by the underwriters and advisors. The underwriters and advisors andtheir affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take noresponsibility for, any part of this document and make no representation or warranty as to the currency, accuracy, reliability or completeness of information.Not for distribution or release in the United States or to U.S. persons3 23 September 200926

1. Executive summary1. OverviewNot for distribution or release in the United States or to U.S. persons423 September 2009Executive summaryLower-riskearnings profileCorporatebalance sheetrestructured• Rebalancing towards a simpler, lower-risk earnings profile• Ideally positioned to take advantage of favourable industry outlook• FY09 EBITDA guidance for continuing businesses of $160-175m and FY09PBT guidance for continuing businesses of $85-95m 2• Positive outlook for FY10 PBT for continuing businesses with expectation of$95-115m prior to equity raising benefits 3– Annualised interest benefit from equity raising of $20-25m• Credit approved terms sheets for $575m of new corporate facilities and fullyunderwritten $459m equity raising• Estimated proforma net corporate debt of $490m 1 as at 30 September 2009• Financial covenants provide substantial headroom• Refinancing ring-fenced facilities well progressedFullyunderwrittenequity raising• Fully-underwritten $459m equity raising– 1:1 accelerated non-renounceable entitlement offer to raise $359m– Placement to raise $100m• Proceeds used to reduce debt1. Includes syndicated facility, inventory finance facility, securitised receivables, offshore working capital facilities, unsecured deposit notes, available cash and is proforma for netproceeds of $436m.2. For continuing businesses pre significant items. Refer to page 23 for further detail regarding earnings guidance for FY09.3. For continuing businesses pre significant items. Refer to page 24 for further detail regarding earnings guidance for FY10.Not for distribution or release in the United States or to U.S. persons5 23 September 200927

Annexure II – Investor Presentation (continued)Overview of the offerThrough operating cash flows and the equity raising, corporate debt reducedby $646m over the last twelve monthsEquity raising overviewProforma forecast corporategroup net debt ($m)# ofShares(m)OfferPrice($)GrossProceeds($m)210Entitlement offer 359 1.00 3591,136436926Placement 100 1.00 100Underwrittenequity raising 459 4591. Forecast reduction in net debt from cash flows for year ended 30 September 2009.2. Forecast net debt as at 30 September 2009 which includes syndicated facility, inventory finance facility,securitised receivables, offshore working capital facilities, unsecured deposit notes and available cash.3. Gross proceeds from equity raising of $459m adjusted for estimated transaction costs of $23m.FY08CorporateGroup NetDebtForecastReductionsfrom CashFlows¹FY09ForecastCorporateGroup NetDebt²Net Proceedsfrom EquityRaising³490FY09ForecastProformaCorporateGroup NetDebtNot for distribution or release in the United States or to U.S. persons6 23 September 2009Investment highlights• Board and management focused on corporate objectives– Improving underlying performance of core businesses– Rebalancing portfolio towards a simpler, lower-risk model– Delivering a sustainable earnings base– Continued focus on capital management• Favourable outlook for Australian agriculture sector– Proximity to growing Asian demand– Increasing domestic wheat production, while global stocks trend down– Favourable forecast for 2009/10 production season• Ideally positioned to take advantage of sector performance– Extensive rural distribution network– Strategically located and geographically diverse Australian infrastructure assets– Relationships with growers and customers developed over 60 years• Well positioned to participate in industry consolidation– Recapitalised balance sheet enhances strategic optionsNot for distribution or release in the United States or to U.S. persons7 23 September 200928

2. Favourable industry outlook1. OverviewNot for distribution or release in the United States or to U.S. persons823 September 2009Proximity to growing Asian demandAsia expected to account for 51% of global economic growth and 57% ofpopulation growth over the next 5 yearsDistribution of Economic Growth over next 5 yearsDistribution of Population Growth over next 5 years23%16%51%7%0%57%3%30%5%6%Australia is a key player in the global trade of soft commodities, with themajority of production exported in an average yearSource: International Monetary Fund Database; US Census Bureau International DatabaseNot for distribution or release in the United States or to U.S. persons923 September 200929

Annexure II – Investor Presentation (continued)Increasing domestic grain productionAustralian crop production continues to increase while world stocks trenddownwards• Solid domestic production volumes• Growth in global consumption outpacing production• Key drivers of demand/supply imbalance– Human and animal food demand– Ethanol productionCommodity prices impacted by changing supply and demand‘000 tonnes50,000Australian crop productionWorld wheat, coarse grains & rice end stocks‘000 tonnes60045,00040,00035,00030,00025,00055050045020,00015,00040010,0005,00035001994-951995-961996-971997-981998-991999-002000-012001-022002-032003-042004-052005-062006-072007-082008-093001994/951995/961996/971997/981998/991999/002000/012001/022002/032003/042004/052005/062006/072007/082008/09Source: ABARE Australian Crop Report, September 2009Source: US Department of AgricultureNot for distribution or release in the United States or to U.S. persons1023 September 2009Favourable 2009/10 season expected• AWB poised to benefit from favourableforecast 2009/10 season– Latest ABARE forecast for 22.7Mtwheat crop in 2009/10, above 5-yearaverage of 19Mt¹– GrainFlow and MPT to benefit fromexpected increase in Victorian andSouth Australian productionHistorical and forecastAustralian wheat production5-year average production¹ = 19.5Mt26.125.221.921.422.7– Landmark to benefit from solid wintercrop activity and continued rising farmcash incomes 2• Positive early progress for 2009/10 pool– Increased volumes in WA and SAbenefiting AWB pool tonnes10.813.6Source: ABARE Australian Crop Report, September 20092003-042004-052005-062006-072007-082008-092009-10F1. 5-year average production level represents mean production from 2003-04 to 2007-08, and does not include ABARE estimate for 2009.2. Source: ABARE “Australian grains 09.1”.Not for distribution or release in the United States or to U.S. persons1123 September 200930

3. Core business positioning1. OverviewNot for distribution or release in the United States or to U.S. persons1223 September 2009Our corporate objectivesProximity to Asia$36 bn gross annual value * Rising farm income& exportsAustralian agriculture sector is attractiveKeyfinancial&strategicobjectivesSimpler, lower risk businessSustainable earnings profileStreamlined debt profileCustomer centric approachImproved returns* Source: Australian Bureau of Statistics, “Australian Farming in Brief, 2008”Not for distribution or release in the United States or to U.S. persons1323 September 200931

Annexure II – Investor Presentation (continued)Delivering the corporate objectivesSimpler, lower riskbusinessSustainableearnings profileStreamlined debtprofileCustomer centricapproachConstitutional reformAcquired >25% ofAustralian wheat cropin year one of marketderegulationEstimated reduction innet corporate debt overlast 12 months by$210mEnhancingproposition forgrowersImprovedGovernance>$25m reduction infixed costs over 2009base-line in LandmarkRefinance of corporatedebt facilitiesDifferentiation ofLandmark offeringsFinalising statutorywheat obligationsFocus on coreAustralian & GenevaCommodity activitiesRaising of $459mequity to furtherdeleverageProvision of fullservice offering –inputs & outputsWinding downBrazilPotentialCommoditiestransactionReview of LFS loanbook funding modelPotential sale ofHi-FertNot for distribution or release in the United States or to U.S. persons14 23 September 2009Landmark – well positioned for long-term growth• Leading rural services platform in Australia– 100,000 plus clients– 380 plus individual “touch points” across allstates• 50% share in RD1 in New Zealand withapproximately 50 stores– Recognised branding– Strong suite of products and services(merchandise, livestock, fertiliser, real estateand financial services)– Business improvement program well advancedLandmark locations – diversified nationally• Strong financial services offering– Extensive distribution network with full suite ofproducts– Insurance commission growth of c.10% pa– $2.3bn 1 of term and working capital loans1. As at 31 August 2009.Not for distribution or release in the United States or to U.S. personsNot for distribution or release in the United States or to U.S. persons15 23 September 200932

Landmark business improvement• >$100m reduction in working capital by 30September 2009• Accelerating transformation– “Hard-wired” fixed cost reduction– 6 work streams and 18 individual project plans– >$25m reduction in fixed costs over 2009 base-linein Landmark• New management structure– Five states to three divisions– Removal of management duplication– Non-customer centric activities consolidated• SAP implementation on scheduleNot for distribution or release in the United States or to U.S. persons16 23 September 2009Commodities Management repositioned• Australian business reshaped for newenvironment– Reduced cost base– Full year of rail capability– Increased logistics and storage offering• Strong performance in deregulated market– Acquired >25% of Australian wheat crop in firstyear of market deregulation– Export accredited by WEA through to 2011/12season– Enhanced pooling products have attracted inexcess of 1M tonnes in pre-commitments for2009/10 pools• Geneva– Building origination capability in Black Sea– Strong integration with Australian business– Upgrading trading systemsNot for distribution or release in the United States or to U.S. persons17 23 September 200933

Annexure II – Investor Presentation (continued)Commodities Management strategyLower risk Commodities Management strategy centred around two global hubsAWB Australia• Over 60 years experience and relationships withover 30,000 Australian growers and over 300customers• Strategically located Australian infrastructureacross eastern Australia• Increased rail capacity on east coast of Australia• Well supported pooling products with strong trackrecordAWB Geneva• Strong customer relationship focus• Working closely with Australian business• Ability to source grains globally includingorigination presence in Black Sea• “Back to back” origination & marketingsupported by financing & charteringNot for distribution or release in the United States or to U.S. persons18 23 September 20094. Corporate initiatives1. OverviewNot for distribution or release in the United States or to U.S. persons1923 September 200934

Corporate initiatives – Commodities Management• In preliminary discussions with a global commoditiescompany regarding a proposal involving– Sale of AWB Geneva– Partnering of Australian Commodities ManagementAustralia &International• Proposal would enhance competitive position ofCommodities Management within deregulated environmentand improve value proposition for customers• Party is an experienced player with complementarycapability and significant resources• Partnership will be a platform for further growth• Both businesses have solid track record and if a sufficientlyattractive transaction is not agreed, AWB will continue toretain and enhance these two strong operations• Brazil wind-down process well progressed. India retained asmarketing office to facilitate trade for Australia and GenevaNot for distribution or release in the United States or to U.S. persons20 23 September 2009Corporate initiatives – LandmarkFinancialServices• Ongoing evaluation of alternative funding models• Active discussions continuing• Aiming to conclude an outcome within first half of FY10• Business conditions and pricing environment remainchallengingSale of Hi-Fert• Strong expressions of interest received for sale of joint ventureinterest in Hi-Fert• Process expected to conclude during CY09• If Hi-Fert interest is sold, proceeds likely to be used to reducedebtNot for distribution or release in the United States or to U.S. persons21 23 September 200935

Annexure II – Investor Presentation (continued)5. Earnings outlook1. OverviewNot for distribution or release in the United States or to U.S. persons2223 September 2009FY09 guidance update• Continuing businesses remain on trackfor 2009– Improved 2H09 in Landmark RuralServices and continued strongperformance from CommodityManagement (ex Brazil & India)– Offset by lower Landmark FinancialServices impacted by reducedmargins and increased provisioningrequirement– Net reduction of $5m in prior FY09guidance range• Non-cash goodwill impairment of$120m on Landmark Financial Services• Clarification of tax impact ofdiscontinuing operations in Brazil hasled to a net reduction in group taxexpense($m)FY09 guidanceLowerendUpperendContinuing businesses EBITDA 160 175Continuing businesses profitbefore tax and significant items85 95Significant items (36) (34)Goodwill impairment 1 (120) (120)Discontinued operations 2 (171) (149)Profit before tax (242) (208)Tax expense 3 (17) (20)Forecast reported NPAT (259) (228)1. Non-cash goodwill impairment will not impact on covenant testing.2. Based on: Hi-Fert operating loss $18–20m, AWB Brazil operating loss $57–67m, AWB Brazil wind down provision $74–84m.3. Includes AWB Brazil tax expense of ($31)m.Not for distribution or release in the United States or to U.S. persons23 23 September 200936

FY10 guidanceManagement estimate a FY10 range for continuing businesses PBT (presignificant items) of $95-115m 1 prior to equity raising benefits – expectedannualised interest benefit from equity raising of $20-25m• Commodities Management – Australia– Marginally lower result than FY09– 22Mt harvest size and regional distribution in line with historical averages (positive for GrainFlow,MPT and railfreight)– AWB pool volumes of 3.0Mt (2.6Mt in 2008/09)– Lower grain marketing and chartering profits after strong FY09 performance and reduced workingcapital• Commodities Management – Geneva– Marginally lower result than FY09– Lower chartering revenues following a strong FY09 not being fully offset by developing Black Seaorigination• Landmark– Realisation of >$25m reduction in fixed costs over 2009 base-line– A return to normalised purchasing patterns in crop chemicals will be partially offset by pricereduction due to strengthening A$ and continued oversupply– Improvements in LFS earnings across insurance and lending (the latter largely due to the increasedequity base relative to FY09 average)– Hi-Fert accounted for separately as held for sale1. Excluding significant items which are expected to be approximately $15-20m including ongoing costs associated with class actions and costs associated with wind-down of India and Brazil.Not for distribution or release in the United States or to U.S. persons24 23 September 20096. Debt refinancing1. OverviewNot for distribution or release in the United States or to U.S. persons2523 September 200937

Annexure II – Investor Presentation (continued)Debt refinancingCorporate debtfacilitiesRing-fencedfacilitiesOffshoreworking capitalfacilities• Credit approved term sheets received for corporate debt facilities– Syndicated facility - $150m limit maturing Sep-11– Inventory financing - $175m limit maturing Sep-10– Receivables securitisation - $250m limit maturing Oct-10• Core banking group retained• Management targeting maintenance of investment grade creditrating• Interest in seasonal 2009/10 Harvest Finance facility exceedsrequired capacity• Discussions well advanced for refinancing near term maturities ofLandmark Financial Services• Current Geneva facilities of US$530m across 9 lenders• Facilities are largely trade finance, inventory and receivablefacilities, that become committed once drawnNot for distribution or release in the United States or to U.S. persons26 23 September 2009Debt covenants for corporate debt facilitiesFinancial covenants provide substantial headroom• Two key covenants tested quarterly– Financial charges ratio: AdjustedEBITDA 1 / Interest 2– 2.0x at Dec-09 progressivelyrising to 3.0x from Oct-10– Leverage cover ratio: AdjustedDebt / Adjusted EBITDA 1– 4.0x at Dec-09 progressivelyreducing to 2.75x from Jul-11• AWB Group cash flows can beutilised to repay / amortisecorporate debt facilitiesProforma forecast covenant groupnet debt ($m)490313FY09 Forecast OffshoreProforma Working CapitalCorporate Group DebtNet Debt82InventoryFinancingFacility²95FY09 ForecastProformaCovenant GroupNet Debt1. Adjusted EBITDA for covenant purposes of $75-85m expected for FY09 which excludes income from Harvest Finance, offshore subsidiaries and ring-fenced Landmark Financial Services.2. Net debt for covenant purposes excludes inventory financing facility of up to $200m. Adjusted interest expense for the purposes of the financial charges ratio includes interest expense on theinventory financing facility.Not for distribution or release in the United States or to U.S. persons27 23 September 200938

Illustrative proforma corporate leverageCapital raising to materially reduce leverageNet debt / EBITDAEBITDA / Net interestCorporateGroup 15.5 x2.9 x3.5 x6.6 xCovenantGroup 2Pre raising6.6 xPost raisingCovenants:Max 4.0x at Dec-09Max 2.75x from Jul-111.2 xPre raisingCovenants:Min 2.0x at Dec-09Min 3.0x from Oct-102.5 xPost raising8.8 xPre raisingPost raisingPre raisingPost raising1. Net debt includes syndicated facility, inventory finance facility, securitised receivables, offshore working capital facilities, unsecured deposit notes and available cash. Earningsrepresent AWB Group earnings.2. Net debt as per Corporate Group; however, excludes offshore working capital facilities and inventory finance facilities. Earnings represent Adjusted EBITDA as defined on page 27.3. Pre raising ratios based on forecast net debt as at 30 September 2009 and forecast earnings and interest for year ending 30 September 2009. Post raising ratios assume netproceeds from equity raising of $436m applied to reduce net debt forecasts.4. Assumed midpoint of annualised interest benefit from equity raising of $23m. Note: covenant tested at a quarterly basis.5. Ratios are for illustrative purposes only as covenants assessed under new refinancing terms from quarter ending 31 December 2009 onwards.Not for distribution or release in the United States or to U.S. persons28 23 September 2009Proforma debt maturities profileWell progressed on refinancing of facilities1,800Committed facilitiesLandmark Financial Services ($1,655m)1,6551,600AWB Harvest Finance ($25m)¹1,4001,200Syndicated Facility ($150m)Syndicated Facility ($80m)Inventory Financing Facility ($175m)²Facility limits ($m)1,000800600400675Landmark Financial Services ($500m)AWB Harvest Finance ($175m)¹StockleaseFacility($30m)Receivables Securitisation Facility ($250m)Landmark Financial Services($234m)Syndicated Facility($150m)200150255 2502341500253080Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Sep-11Corporate debt facilities Ring-fenced Facilities Amortised via equity raising1. Tranche A: Total facility limit of $25m allows maximum gearing of 90%, resulting in a cash limit of $22.5m. Tranche B: Total facility limit of $175m allows maximum gearingof 90%, resulting in a cash limit of $157.5m.2. Total facility limit of $175m allows maximum gearing of 80%, resulting in a cash limit of $140m.3. Maturity profile assumes net proceeds from equity raising applied to syndicated facility with any remaining proceeds applied to drawn component of receivablessecuritisation facility and inventory financing facility.4. Committed facility limits maturities presented proforma for refinancing.Not for distribution or release in the United States or to U.S. persons29 23 September 200939

Annexure II – Investor Presentation (continued)7. Equity raising1. OverviewNot for distribution or release in the United States or to U.S. persons3023 September 2009Details of the equity raisingOfferstructure• Accelerated non-renounceable 1:1 entitlement offer andinstitutional placement to raise gross proceeds ofapproximately $459m– Institutional entitlement offer to raise approximately $115m– Institutional placement to raise approximately $100m– Retail entitlement offer to raise approximately $244m• Eligible retail shareholders may apply foroversubscriptions• Entitlement offer and placement fully underwrittenOffer price• Offer price of $1.00 per new share, representing:– 31% discount to last closing price– 26% discount to 30-day VWAP– 18% discount to TERPDividendpolicy• Dividend policy of 40 – 65% of NPAT post significant items• No final dividend for 2008/09 financial yearNot for distribution or release in the United States or to U.S. persons31 23 September 200940

Indicative timetableEventInstitutional entitlement offer and placement open Wednesday, 23 September 2009Institutional entitlement offer and placement close Thursday, 24 September 2009Trading recommences Friday, 25 September 2009Record date Monday, 28 September 2009Retail entitlement offer opens Friday, 2 October 2009Retail booklet dispatched Friday, 2 October 2009Institutional entitlement offer and placement settlement date Wednesday, 7 October 2009Allotment and quotation of institutional entitlement offer andThursday, 8 October 2009placement sharesRetail offer period closes Wednesday, 21 October 2009Retail settlement date Thursday, 29 October 2009Allotment of retail shares Friday, 30 October 2009Quotation of retail shares Monday, 2 November 2009DateNot for distribution or release in the United States or to U.S. persons32 23 September 2009Overview of key risks• Market price risks• Weather conditions and natural disasters• Loss of accreditation• Strategic initiatives• Wind down of Brazil and India operations• Refinancing requirements• Credit ratings• Impact of interest rate changes• Commodity price movements• Commodity production• Impact of foreign exchange movements• Financial guidance• Operational risks• Hi-Fert• Class actions and litigation• Counterparty risks• Financial services business risksRefer to the Appendices for more detail of key risksNot for distribution or release in the United States or to U.S. persons33 23 September 200941

Annexure II – Investor Presentation (continued)8. Conclusions1. OverviewNot for distribution or release in the United States or to U.S. persons3423 September 2009Delivering on the objectivesKeyfinancial&strategicobjectivesProximity to Asia$36 bn gross annual value * Rising farm income& exportsAustralian agriculture sector is attractiveSimpler, lower risk businessSustainable earnings profileStreamlined debt profileCustomer centric approachImproved returns• Positive sector outlook• Corporate debt refinancing andequity raising of $459m totransform balance sheet• Continuing businesses remain ontrack for 2009• Earnings set to improve in 2010– Landmark transformationgaining momentum• Well positioned to participate inindustry consolidation* Source: Australian Bureau of Statistics, “Australian Farming in Brief, 2008”Not for distribution or release in the United States or to U.S. persons3523 September 200942

1. OverviewAppendicesNot for distribution or release in the United States or to U.S. persons3623 September 200943

Annexure II – Investor Presentation (continued)Key risksThis section discusses some of the key risks associated with an investment in AWB. Before investing in AWB securities, you should consider whether this investmentis suitable for you. Potential investors should consider publicly available information on AWB (such as that available in this presentation and on the websites of AWBand the ASX), carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making aninvestment decision.The following list of risk factors should not be taken to be exhaustive of the risks faced by AWB or by AWB security holders. The following risk factors, and other risksnot specifically referred to below, may in the future materially affect the financial performance of AWB and the value of AWB securities. Therefore, no assurances orguarantees of future profitability, payment of dividends, return of capital or performance of AWB or its securities are provided.IntroductionAWB’s financial performance, distributions and the market price of AWB securities may be adversely affected by numerous risk factors. These risks include, but arenot limited to the risks set out below:General risksMarket price risk• The market price of AWB securities and future distributions made to security holders will be influenced by a number of factors which may include:– changes in investor sentiment and overall performance of local and international stock markets– changes in general economic outlook in Australia and internationally– changes in Government fiscal, monetary and regulatory policies– changes in market regulators’ policies and practice in relation to regulatory legislation– changes in prevailing economic conditions including inflation, interest rates and consumer demand– impact of international events (e.g. geo-political incidents, pandemics, war)AWB specific risksWeather conditions and natural disasters• AWB is exposed to both Australian and international weather patterns and natural disasters and associated changes in agricultural activity• Variability in weather conditions and natural disasters may impact key drivers of AWB’s earnings including: crop size and quality, supply and demandcharacteristics in agricultural markets, market prices for agricultural commodities, and farming behaviour and economic activityNot for distribution or release in the United States or to U.S. persons37 23 September 200944

Key risks (continued)Loss of accreditation• AWB’s ability to export wheat is dependent on accreditation by the Wheat Export Authority. If AWB were to lose this accreditation it would not be able to exportwheat, which would significantly impact future earningsStrategic initiatives• AWB is currently engaged in strategic initiatives involving its Commodities and Financial Services businesses and its shareholding in Hi-Fert. Potentialtransactions involving these businesses would lead to a change in the sources of AWB’s earnings and result in variability in earnings over time• The review of strategic initiatives involve ongoing and potential future transaction costs and involve significant amounts of management’s timeWinding down of Brazil and India operations• As previously announced, AWB is in the process of winding down its Brazil and India operations. While AWB has provided an estimate of one-off losses/costsassociated with this process for the year ended 30 September 2009, the Company is exposed to the potential for losses to exceed this amountRefinancing requirements• AWB is exposed to risks relating to the availability and terms of the refinancing of existing debt instruments and facilities• In the case that some or all of these facilities are refinanced, they may be on less favourable terms for AWB than is currently the caseCredit ratings• AWB maintains a dual credit rating structure whereby AWB Harvest Finance (“AWBHF”) and AWB Limited are separately rated by Standard & Poor’s. On 23 July2009, Standard & Poor’s affirmed the investment grade ratings of AWBHF and AWB Limited. AWBHF has a short term rating of A-1 and a long term rating of A(CreditWatch negative). AWB Limited has a long term rating of BBB- (CreditWatch negative). AWB expects that the successful completion of the equity raisingdescribed in this presentation will strengthen AWB’s credit rating profile• AWB’s available and cost of funding is exposed to potential changes in either of these credit ratingsImpact of interest rate changes• AWB’s interest cost on floating rate debt is exposed to changes in benchmark interest rates• AWB manages its exposure to adverse fluctuations in floating interest rates by entering into interest rate hedging instruments, however the impact of interest ratehedging may be negative depending on the direction, timing and magnitude of movements in underlying ratesNot for distribution or release in the United States or to U.S. persons38 23 September 200945

Annexure II – Investor Presentation (continued)Key risks (continued)Commodity price movements• The nature of AWB’s operations mean its earnings are exposed to fluctuations in the prices of agricultural commodities• AWB manages its exposure to adverse fluctuations in commodity prices by entering into hedging instruments, however the impact of price movements may benegative depending on their direction, timing and magnitudeCommodity production• A decrease or lack of increase in the volume or quality of production of the Australian agricultural sector may have an adverse effect on AWB’s future earningsImpact of foreign exchange movements• Through its international trading activity and ownership of foreign assets, AWB is exposed to movements in the value of foreign currencies• The impact of exchange rate movements will vary from time to time and is dependent on any hedging entered into, the levels at which hedging contracts arearranged and the duration of hedging contracts. The impact of movements in exchange rates may be negative depending on their direction, timing and magnitudeFinancial guidance• There is a risk that assumptions involved in the financial information provided in this presentation may not hold true, such that future earnings and distributionsmay differ, potentially significantly, from guidance provided in this presentationOperational risks• Due to the nature of its operations, AWB is exposed to health, safety and environmental risks as well as the risk of execution failure in relation to bulk exportsHi-Fert• Hi-Fert is currently held for sale. AWB may be required to contribute additional capital to Hi-Fert, depending on market conditions.Not for distribution or release in the United States or to U.S. persons39 23 September 200946

Key risks (continued)Class actions and litigation•Proceedings were commenced against AWB Limited in four separate class actions and one quasi-class action in relation to AWB’s activities during the Oil-for-FoodProgramme. Three of the class actions have been dismissed, although one dismissal is under appeal. Details of these class actions are provided in AWB’s financialstatements for the half year ended 31 March 2009 and described on AWB’s corporate website: http://www.awb.com.au/investors/companyanouncements/litigation/•The impact on the financial position of AWB arising directly and indirectly from these proceedings is unknown•Following the Cole Commission’s findings in November 2006 that AWB Limited, AWB (International) Limited and some of their former employees and officers mighthave breached certain laws in relation to AWB’s participation in the OFFP, the Federal government established of a joint Task Force comprising the AustralianFederal Police, Victoria Police and ASIC to consider possible prosecutions.•In late 2007 ASIC commenced civil proceedings in the Supreme Court of Victoria against 6 former AWB directors or employees, alleging breaches by them of theCorporations Act in relation to AWB’s participation in the OFFP. All of those proceedings, except for those against AWB’s former managing director AndrewLindberg, have been stayed by the Court in view of the possibility of criminal proceedings against the defendants. The Lindberg matter is proceeding and the trial isdue to commence on 19 October 2009•Since August 2007, ASIC has served on AWB and its lawyers a series of Notices to Produce documents (both hard copy and electronic) concerning theparticipation of AWBL and its wholly-owned subsidiary AWB (International) Limited in the OFFP. AWB and its lawyers have produced large volumes of documentsto ASIC pursuant to these Notices but (as AWB has advised ASIC) AWB has not produced documents over which it claims legal professional privilege, and hastaken proceedings against ASIC in the Federal Court of Australia seeking to protect LPP. AWB has also intervened in the Lindberg proceedings in the SupremeCourt of Victoria. All of these are matters of public record.•On 28 August 2009 the Australian Federal Police announced that they had discontinued their investigations into AWB, effectively withdrawing from the Task Force.AWB does not know whether or how this will affect ASIC’s future conduct in relation to these matters•To date, no legal action has been commenced against AWB Limited or any of its subsidiaries by any of the relevant authorities in relation to the findings of the ColeCommission•The resultant impact, if any, on the financial position of AWB Limited arising directly and indirectly from these and other potential legal actions arising from the ColeCommission is unknownCounterparty risks•As part of its ongoing commercial activities, AWB enters into contracts with various third parties. The ability of third parties to meet their commitments under sucharrangements may impact on AWB’s business and financial positionFinancial services business risks•Landmark Financial Services is a significant lender to the Australian agricultural industry with gross loans of approximately $2.3bn. The business is relatively highlylevered, albeit not inconsistent with the capital structure of other lending financial institutions. As a result of this leverage, any deterioration in the underlying loanshas a magnified impact on the equity and advances that AWB has invested in the business. AWB may be required by the lenders to LFS to contribute additionalequity should loan values deteriorate. Assisting to mitigate this exposure is the fact that LFS has a large number of loan customers, loans are primarily secured bymortgages over property, and their customers are spread throughout Australia and across a variety of farm-types•As a result of any future refinancing of LFS’ loan book, additional capital may be required to be contributed by AWBNot for distribution or release in the United States or to U.S. persons40 23 September 200947

Annexure II – Investor Presentation (continued)International selling restrictionsCanada (British Columbia, Ontario and Quebec provinces only)• This document constitutes an offering of the New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those personsto whom they may be lawfully distributed in the Provinces, and only by authorized persons. This document is not, and under no circumstances is to beconstrued as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are"accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators.• No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document or the offering of New Shares and anyrepresentation to the contrary is an offence.• No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in theProvinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed andreceipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance withapplicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectusrequirements.• The Company, and the directors and officers of the Company, may be located outside of Canada, and as a result, it may not be possible for Canadianpurchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Companyand such persons may be located outside of Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons inCanada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside of Canada.• Any financial information contained in this document has been prepared in accordance with International Financial Reporting Standards.• Unless specifically stated otherwise, all dollar amounts contained in this document are in Australian dollars.STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION• Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or todamages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercisedwithin prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to theapplicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.• The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario.• In Ontario, every purchaser of the New Shares purchased pursuant to this document shall have a statutory right of action for damages and/or rescissionagainst the Company if this document or any amendment thereto contains a misrepresentation. This right of action for rescission or damages is in addition toand without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if thisdocument contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on themisrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right ofrescission against the Company, provided that:– the Company will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation– in an action for damages, the Company is NOT liable for all or any portion of the damages that the Company proves does not– represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and in no case shall the amount recoverableexceed the price at which the New Shares were offered.Not for distribution or release in the United States or to U.S. persons41 23 September 200948

International selling restrictions (continued)Canada (British Columbia, Ontario and Quebec provinces only) (continued)• Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:– in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or– in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise tothe cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action.• These rights are in addition to and not in derogation from any other right the purchaser may have.CERTAIN CANADIAN INCOME TAX CONSIDERATIONS• Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, ordisposition of the New Shares.FORWARD-LOOKING STATEMENTS• Certain statements in the document may constitute forward-looking statements. Forward-looking statements include statements concerning the plans,objectives, goals, strategies and future operations and performance of the Company. These forward-looking statements involve known and unknown risks,and uncertainties that could cause the Company’s actual results, performance and achievements to be materially different from any future results, performanceor achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regardingpresent and future business strategies and the environment in which the Company will operate in the future. As a result of these risk, uncertainties andassumptions, a prospective investor should not place undue reliance on these forward-looking statements.• The forward-looking information included or incorporated by reference herein may not be accompanied by the disclosure and explanations that would berequired of a Canadian issuer under the securities law of the Provinces. Furthermore, these forward-looking statements speak only as of the date of thisdocument and will not be updated or revised as a result of new information, future events or otherwise. All subsequent written and oral forward-lookingstatements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statementscontained throughout this document.LANGUAGE OF DOCUMENTS IN CANADA• Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way tothe sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réceptionde ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant dequelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis)soient rédigés en anglais seulement.Not for distribution or release in the United States or to U.S. persons42 23 September 200949

Annexure II – Investor Presentation (continued)International selling restrictions (continued)European Economic Area – Germany and Netherlands• The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from therequirement to produce a prospectus for offers of securities.• An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the followingexemptions under the Prospectus Directive as implemented in that Relevant Member State:– to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose issolely to invest in securities;– to any legal entity that has two or more of: (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than€43,000,000 and (iii) an annual net turnover of more than €50,000,000;– to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject toobtaining the prior consent of the Company and any underwriter for any such offer; or– in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in arequirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.France• This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within themeaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation ofthe French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, tothe public in France.• This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and,accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.• Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their ownaccount, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Monetaryand Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for theirown account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Monetary andFinancial Code and any implementing regulation.• Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly orindirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the FrenchMonetary and Financial Code.Not for distribution or release in the United States or to U.S. persons43 23 September 200950

International selling restrictions (continued)Hong Kong• WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the"Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission (the "SFC") in Hong Kong pursuant to the Securities andFutures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or topermit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered orsold in Hong Kong by means of any document, other than:– to "professional investors" (as defined in the SFO and any rules made under that ordinance); or– in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute anoffer to the public within the meaning of that ordinance.• No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person forthe purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong(except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only topersons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted NewShares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date ofissue of such shares.• The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. Ifyou are in doubt about any contents of this document, you should obtain independent professional advice.Ireland• The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approvedby the Irish Financial Services Regulatory Authority or any other Irish regulatory authority as the information has not been prepared in the context of a publicoffering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The NewShares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i)qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.Not for distribution or release in the United States or to U.S. persons44 23 September 200951

Annexure II – Investor Presentation (continued)International selling restrictions (continued)Italy• The offering of the New Shares in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionaleper le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no offering material relating to the New Shares may bedistributed in Italy and the New Shares may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24February 1998 ("Decree No. 58"), other than:– to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999("Regulation no. 1197l") as amended ("Qualified Investors"); and– in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No.11971 as amended.• Any offer, sale or delivery of the New Shares or distribution of any offer document relating to the New Shares in Italy (excluding placements where a QualifiedInvestor solicits an offer from the issuer) under the paragraphs above must be:– made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and– in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.• Any subsequent distribution of the New Shares in Italy must be made in compliance with the public offer and prospectus requirement rules provided underDecree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in thesale of such New Shares being declared null and void and in the liability of the entity transferring the New Shares for any damages suffered by the investors.New Zealand• This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978(New Zealand). The New Shares are not being offered or sold within New Zealand, or allotted with a view to being offered for sale in New Zealand, and noperson in New Zealand may accept a placement of New Shares other than to:– persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;or– persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the securities before allotment.Not for distribution or release in the United States or to U.S. persons45 23 September 200952

International selling restrictions (continued)Norway• This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Actof 2007.• The New Shares may not be offered or sold, directly or indirectly, in Norway except:– to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876)– to any natural person who is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and who fulfils two or more of thefollowing: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last fourquarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or hasworked for at least one year, within the financial markets in a position which presuppose knowledge of investing in securities;– to fewer than 100 natural or legal persons (other than "professional investors"); or– in any other circumstances provided that no such offer of New Shares shall result in a requirement for the registration, or the publication by theCompany or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.Singapore• This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with theMonetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation forsubscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject ofan invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions inSubdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordancewith the conditions of any other applicable provisions of the SFA.• This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares or (ii) an "institutional investor" (as defined underthe SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may notforward or circulate this document to any other person in Singapore.• Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singaporethat may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to on-salerestrictions in Singapore and comply accordingly.Not for distribution or release in the United States or to U.S. persons46 23 September 200953

Annexure II – Investor Presentation (continued)International selling restrictions (continued)Switzerland• The New Shares may not be publicly offered, sold or distributed (directly or indirectly) in Switzerland. No solicitation for investment in the New Shares maybe made in Switzerland in any way that could constitute a public offering within the meaning of article 652a of the Swiss Code of Obligations ("CO"). NewShares may only be offered to institutional investors subject to Swiss or foreign prudential supervision such as banks, securities dealers, insuranceinstitutions and fund management companies as well as institutional investors with professional treasury operations in circumstances such that there is nopublic offering.• This document does not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standardsrequired thereunder. The Company has not applied for a listing of the New Shares on the SIX Swiss Exchange or any other regulated securities market inSwitzerland and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the listingrules of the SIX Swiss Exchange. This document is personal to the recipient only and not for general circulation in Switzerland.United Arab Emirates• Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates orany other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the UnitedArab Emirates or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. Thisdocument does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the New Shares, including the receipt ofapplications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by the Company.• No offer or invitation to subscribe for shares or sale of New Shares is valid or permitted in, or to any person from, the Dubai International Financial Centre.Not for distribution or release in the United States or to U.S. persons47 23 September 200954

International selling restrictions (continued)United Kingdom• Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in theUnited Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has beenpublished or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within themeaning of section 86(7) of FSMA). This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosedby recipients to any other person in the United Kingdom.• Any invitation or inducement to engage in investment activity (within the meaning of s.21 FSMA) received in connection with the issue or sale of the NewShares has only been communicated, and will only be communicated, in the United Kingdom in circumstances in which s.21(1) FSMA does not apply to theCompany.• In the United Kingdom, this document is being distributed only to, and is directed at, persons (a) who have professional experience in matters relating toinvestments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within thecategories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it mayotherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation,offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this documentor any of its contents.Other jurisdictions• The New Shares may not be offered or sold in any other jurisdiction, except to persons to whom such offer or sale is permitted under applicable law.Not for distribution or release in the United States or to U.S. persons48 23 September 200955

Annexure II – Investor Presentation (continued)DisclaimerThis presentation, including the information contained in this disclaimer, is not a prospectus and does notform part of any offer, invitation or recommendation in respect of shares, or an offer, invitation orrecommendation to sell, or a solicitation of an offer to buy, shares in the United States or to any personthat is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under theUnited States Securities Act of 1933, as amended (Securities Act)) (U.S. Person), or in any otherjurisdiction in which such an offer would be illegal. The securities referred to herein may not be offered orsold in the United States, or to or for the account or benefit of, any U.S. Person, unless the securities havebeen registered under the Securities Act or an exemption from the registration requirements under theSecurities Act is available. The offer or sale of the securities referred to herein have not been and will notbe registered under the Securities Act. This presentation may not be sent to any investors in the UnitedStates or to a U.S. Person (or to any person acting for the account or benefit of a U.S. Person). Byaccepting this presentation, you agree to be bound by the foregoing limitations.Not for distribution or release in the United States or to U.S. persons49 23 September 200956

Annexure III - Completion announcementNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS25 September 2009AWB successfully completes institutional equity raisingAWB Limited ("AWB") today announced the successful completion of the institutionalplacement (“Institutional Placement”) and the institutional component of its accelerated nonrenounceablepro-rata entitlement offer ("Institutional Entitlement Offer", together the“Institutional Offer”) which opened on Wednesday, 23 September 2009.A total of $220 million has been raised from institutional investors following completion of theInstitutional Offer: $120 million under the Institutional Entitlement Offer; and $100 million under the Institutional Placement.Gordon Davis, AWB's Managing Director said, “the Institutional Offer was significantlyoversubscribed, with strong demand from both new and existing institutional shareholders.We are very pleased with the positive response from our shareholders which demonstratestheir ongoing support for AWB, and our ability to attract new investors”.New Shares issued pursuant to the Institutional Offer will rank equally with existing shares ofAWB. Settlement of the Institutional Offer is scheduled for Wednesday, 7 October 2009, andthe New Shares are expected to be issued on Thursday, 8 October 2009, with trading in NewShares on ASX expected to commence on the same day. 1Retail Entitlement OfferThe Retail Entitlement Offer opens on Friday, 2 October 2009 and is expected to close at5.00pm (AEDT) on 21 October 2009, raising approximately $239 million. The RetailEntitlement Offer has been fully underwritten. Retail shareholders who are eligible toparticipate under the terms of the Retail Entitlement Offer (“Eligible Retail Shareholders”) willhave the opportunity to participate at the same price and offer ratio as under the InstitutionalEntitlement Offer.Eligible Retail Shareholders may also apply for additional New Shares in excess of theirentitlement, subject to any scale back or cap as agreed between AWB and the Joint LeadManagers.Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer for NewShares and additional New Shares will need to complete the Entitlement and AcceptanceForm which is expected to be mailed to eligible retail shareholders on Friday, 2 October 2009.Eligible Retail Shareholders will be sent details of the Retail Entitlement Offer shortly. Retailshareholders with questions about the Retail Entitlement Offer should contact AWB1 Subject to the terms of the underwriting agreement which allows for termination in certain circumstances.157

Shareholder Information Line on 1300 514 715 (within Australia) or on +61 3 9415 4393 (fromoutside Australia) from 8.30am to 5.00pm (Melbourne time) Monday to Friday at any timeduring the Entitlement Offer Period or go to the AWB website at www.awb.com.au.Deutsche Bank AG Sydney branch, Goldman Sachs JBWere and UBS AG are JointBookrunners, Lead Managers and Underwriters to the Offer.AWB shares will resume trading on ASX today.Peter PattersonCompany SecretaryMedia enquiries, contactPeter McBride, GM Corporate Affairs: +61 (0) 3 9209 2174 or +61 (0) 417 662 451Investor enquiries:Belinda Seal, Investor Relations Manager: +61 (0) 3 9209 2887 or +61 (0) 438 535 975This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities inthe United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation Sunder the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Person”). Securities may not beoffered or sold in the United States or to U.S. Persons unless the securities have been registered underthe U.S. Securities Act or an exemption from registration is available. The securities to be offered andsold in the Offer have not been and will not be registered under the U.S. Securities Act, and may not beoffered or sold in the United States or to, or for the account or benefit of, U.S. Persons, unless thesecurities are registered under the U.S. Securities Act or an exemption from the registrationrequirements of the U.S. Securities Act is available.Neither this announcement nor any other documents relating to the Offer may be sent or distributed topersons in the United States or to U.S. Persons or to any persons acting for the account or benefit ofU.S. Persons.The Institutional Offer and Retail Entitlement Offer (together, the “Offer”) do not constitute an offer, andNew Shares will not be issued or sold under the Offer, in any jurisdiction in which, or to any person towhom, it would not be lawful to make such an offer, issue or sale. No action has been taken to registeror qualify the Shares or the New Shares or to otherwise permit a public offering of Shares or NewShares outside Australia. The New Shares may be offered, issued or sold in any other jurisdiction underthe Offer where such offer, issue or sale is permitted under applicable law.Nothing contained in this document constitutes investment, legal, tax or other advice. You should makeyour own assessment and take independent professional advice in relation to the information and anyaction taken on the basis of the information.258

Eligible Retail Shareholder DeclarationsIMPORTANT:If you make an Application - you will be taken to make the following declarations to AWB:• you agree to be bound by the terms of the Retail Entitlement Offer and the constitution of AWB;• you authorise AWB to register you as the holder of the New Shares allotted to you;• you declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;• you declare you are over 18 years of age (if you are a natural person) and have full legal capacity and power to performall your rights and obligations under the Entitlement and Acceptance Form;• you acknowledge that once AWB receives the Entitlement and Acceptance Form or any payment of Application Moniesvia BPAY, you may not withdraw it;• you agree to apply for the number of New Shares specified in the Entitlement and Acceptance Form, or for which youhave submitted payment of any Application Monies via BPAY, at the Issue Price per New Share;• you agree to be issued the number of New Shares that you apply for;• you authorise AWB, the Lead Managers, the Registry and their respective officers or agents, to do anything on your behalfnecessary for the New Shares to be issued to you, including to act on instructions of the Registry upon using the contactdetails set out in the Entitlement and Acceptance Form;• you declare that you are the current registered holder of Existing Shares and have a registered address on the AWBregister of members in Australia or New Zealand;• you acknowledge that the information contained in this Retail Information Booklet and the Entitlement and AcceptanceForm is not investment advice nor a recommendation that New Shares are suitable for you given your investmentobjectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that youmay require in order to assess an investment in AWB and is given in the context of AWB’s past and ongoing continuousdisclosure announcements to ASX;• you represent and warrant that the law of any other place does not prohibit you from being given this Retail InformationBooklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares;• you acknowledge the statement of risks in “Appendix I Key Risks” of the Investor Presentation, and that investments inAWB are subject to investment risk;• you acknowledge that none of AWB or any of its directors, officers, employees, agents, consultants, advisers, or the LeadManagers, guarantees the performance of AWB, or the repayment of capital;• you represent and warrant (for the benefit of AWB, the Lead Managers and their respective affiliates) that you did notreceive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and areotherwise eligible to participate in the Retail Entitlement Offer;• you acknowledge and agree that the Entitlements and the New Shares have not, and will not be, registered under theUS Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdictionoutside Australia and New Zealand and accordingly, the Entitlements may not be taken up, and the New Shares maynot be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any US Person,except in transactions exempt from the registration requirements of the US Securities Act in reliance on Regulation Sthereunder;• you represent, warrant and agree that you are not in the United States and are not a US Person or acting for the accountor benefit of a US Person;• you agree not to send this Retail Information Booklet, the Entitlement and Acceptance Form or any other material relatingto the Offer to any person in the United States or that is, or is acting for the account or benefit of, a US Person;• you agree that if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in regular waytransactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the salehas been pre-arranged with, or that the purchaser is, a US Person; and• you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility toparticipate in the Retail Entitlement Offer and/or of your holding of Shares on the Record Date.59

Corporate DirectoryAWB LimitedABN 99 081 890 459Registered office380 La Trobe StreetMelbourne VIC 3000Website: www.awb.com.auAWB Shareholder Information Line1300 514 715 (within Australia) or on +61 3 9415 4393(from outside Australia)Open 8.30am to 5.00pm (Melbourne time) Monday toFriday during the Entitlement Offer PeriodLead ManagersDeutsche Bank AG, Sydney BranchLevel 16, Deutsche Bank PlaceCorner of Hunter & Phillip StreetsSydney NSW 2000Goldman Sachs JBWere Pty LtdLevel 42, Governor Philip Tower1 Farrer PlaceSydney NSW 2000UBS AG, Australia BranchLevel 16, Chifley Tower2 Chifley SquareSydney NSW 2000Australian Legal AdviserFreehills101 Collins StMelbourne VIC 3000RegistryComputershare Investor Services LimitedGPO Box 505Melbourne VIC 3001

*M000001456Q02*Use a black pen.Print in CAPITAL lettersinside the grey areas.A B C 1 2 3Entitlement and Acceptance Form (including additional New Shares)This personalised form can only be used in relation to the shareholding represented by the SRN or HIN printed above. This is an important document andrequires your immediate attention. If you are in doubt about how to deal with this document, please consult your stockbroker, accountant, solicitor orother independent professional adviser.Non-renounceable Entitlement Offer closing 5.00pm (Melbourne time) on21 October 2009Non-renounceable Entitlement Offer of 1 new AWB Limited (AWB) ordinary share (New Share)for every 1 existing AWB ordinary share (Existing Share) held by Eligible Retail Shareholders at7.00pm (Melbourne time) on the Record Date at an issue price of A$1.00 per New Share.AWBBENumber of New Shares applied forCEnt: X,XXX Pay: X,XXXNumber of additional New Sharesapplied for in excess of your EntitlementAShareholder Entitlement detailsSubregisterExisting Shares entitled toImportant:participate at Record Date on XXX,XXX,XXXThis Entitlement and Acceptance Form should not be relied upon as evidence of the current28 September 2009Entitlement of the person named on this Entitlement and Acceptance Form. Words and phrasesEntitlement to New Shares on ain this Entitlement and Acceptance Form have the same meaning given to them in the AWB1 for 1 basisXXX,XXX,XXXRetail Information Booklet dated 2 October 2009.Amount payable on full acceptance atReceipt of this Entitlement and Acceptance Form by 5:00pm (Melbourne time) on Wednesday,A$1.00 per New Share X,XXX,XXX.XX21 October 2009 with your payment utilising the payment options detailed overleaf, will constituteacceptance in accordance with the terms and conditions in the Retail Information Booklet datedEntitlement number 1234567890122 October 2009 in relation to the Retail Entitlement Offer.If the amount you pay is insufficient to pay for the number of New Shares and additional New Shares you apply for, you will be taken to have applied for such lower number of NewShares and additional New Shares as the amount will pay for, or your application will be rejected.This Entitlement and Acceptance Form must only be used by/for the shareholder whose details appear on the front of this Entitlement and Acceptance Form.Your Application is irrevocable and may not be varied or withdrawn except as required by law.I/We enclose my/our payment for the amount shown below being payment of A$1.00 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the NewShares allotted to me/us and I/we agree to be bound by the constitution of AWB, and the terms and conditions of issue of the New Shares in accordance with the terms of theRetail Entitlement Offer.See back of form for completion guidelinesSAMP_PAYMENT_000000/000001/000001/iFPaperclipcheque(s)here.Do notstaple.000001000 1301011221012102012221332120133322113SAMMR JOHN SMITH 1FLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 30302NRB▼ PLEASE DETACH HERE ▼Please see overleaf for Payment OptionsDAmount enclosed at A$1.00 per New ShareA$Payment details – Please note that funds are unable to be directly debited from your bank accountDrawerCheque number BSB number Account numberMake your cheque, bank draft or money order payable to “AWB Application Account” and crossed “Not Negotiable”Contact DetailsPlease provide your contact details in case we need to speak to you about this slipName of contact personPlease return completed form to:Computershare Investor Services Pty LimitedGPO Box 505 MelbourneVictoria 3001 AustraliaEnquiries (within Australia) 1300 514 715(outside Australia) 61 3 9415 4393web.queries@computershare.com.auwww.computershare.comSecurityholder Reference Number (SRN)*I1234567890*I 1234567890 I N D For your security keep your SRN/HIN confi dential.Biller Code: 122515Ref No: 1234 5678 9012 3456 78.Cheque amountA$IssuerContact person’s daytime telephone number( )102172_00VYFE1234567890123456+1234567890-1234+12

How to complete the Entitlement and Acceptance Form (including additional New Shares)Please note that photocopies of this form will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.ABCDDetails of your Entitlement based on your Shareholding at 7.00pm (Melbourne time) on28 September 2009 are shown in box A on the front of this Entitlement and AcceptanceForm.New Shares applied for based on EntitlementYou can apply to accept either all or part of your Entitlement. Enter in box B the numberof New Shares you wish to accept from your Entitlement.Please ensure you complete box B on the bottom of the form.Additional New Shares applied forEnter the number of additional New Shares you wish to apply for (if any).Please note that New Shares in addition to Entitlements will only be issued to EligibleRetail Shareholders as determined by the Lead Managers in consultation with AWB,having regard to circumstances as at the time of the close of the Retail EntitlementOffer. The issue of any New Shares in excess of Entitlements will be limited to the extentthat there are sufficient New Shares from Eligible Retail Shareholders who do not takeup their full Entitlements. The Lead Managers in consultation with AWB may apply anyscale-back (in their absolute discretion).Please ensure you complete box C on the bottom of the form.Application MoniesEnter the total amount of Application Monies payable. To calculate this amount, multiplythe total number of New Shares applied for in box B, and if applicable, additional NewShares applied for in box C, by A$1.00.Please ensure you complete box D on the bottom of the form.The directors of AWB reserve the right to make amendments to this form where appropriate.DeclarationsBy returning this Entitlement and Acceptance Form along with Application Monies by cheque, bank draft or money order OR by BPAY:• you represent and warrant that you have read and understood the Retail Information Booklet andthat you acknowledge the matters and make the warranties, declarations and representationscontained therein and on this Entitlement and Acceptance Form;• you provide authorisation to be registered as the holder of the New Shares acquired by you andagree to be bound by the constitution of AWB;• you represent and warrant (for the benefit of AWB, and its affiliates) that you are not in theUnited States and that you are not a US Person (as defined in Regulation S of the United StatesSecurities Act of 1933, as amended (the Securities Act)) (US Person), and you are not acting forthe account or benefit of, a US Person;• you acknowledge that the New Shares have not, and will not be, registered under the SecuritiesAct or the securities laws of any state or other jurisdictions in the United States, or in any otherLodgement of AcceptanceIf you are applying for New Shares and your payment is being made using BPAY ® , you do not need to return the slip below. Your payment must be received by no later than 5.00pm (Melbourne time) on21 October 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into considerationwhen making payment. Ensure you have read and accurately followed your banking institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this RetailEntitlement Offer. Neither Computershare Investor Services Pty Limited (CIS) nor AWB accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility ofthe applicant to ensure that funds submitted through BPAY are received by this time.If you are paying by cheque, bank draft or money order, the slip below must be received by CIS Melbourne by no later than 5.00pm (Melbourne time) on 21 October 2009. You should allow sufficient timefor this to occur. A reply paid envelope is enclosed for Shareholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.Neither CIS nor AWB accepts any responsibility if you lodge the slip below at any other address or by any other means.Privacy StatementPersonal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and othercorporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwiserequired or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. Inaccordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receivemarketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.auIf you have any enquiries concerning this form or your Entitlement, please contact CIS on 1300 514 715.This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 505 or www.computershare.com (Issuer Sponsored Holders only).CHESS holders must contact their Controlling Participant to notify a change of address.EFPayment DetailsYou can apply for New Shares and additional New Shares utilising the payment optionsdetailed below. Please note that funds are unable to be directly debited from your bankaccount.For all payment options, payment must be received by no later than 5:00pm (Melbournetime) on Wednesday, 21 October 2009.(1) Payment by cheque, bank draft or money orderIf you choose this payment method, your cheque, bank draft or money order must bemade in Australian currency and drawn on an Australian branch of a financial institution.Such payment must be made payable to “AWB Application Account” and crossed “NotNegotiable”. Payments that are not properly drawn may be rejected.(2) Payment by BPAYYou can pay by BPAY using the details set out at the bottom left of this page (under“Payment Options”). If your payment is being made by BPAY you are not required toreturn this Entitlement and Acceptance Form, and you will be deemed to have appliedfor such number of New Shares and additional New Shares (if any) for which youhave paid.Contact DetailsEnter the name of a contact person and telephone number. These details will only beused in the event that the registry has a query regarding the slip below.jurisdiction outside Australia and New Zealand and accordingly, the New Shares may not beoffered, sold or otherwise transferred except in accordance with an available exemption from, orin a transaction not subject to, the registration requirements of the Securities Act and any otherapplicable securities laws;• you agree not to send this Entitlement and Acceptance Form or any other material relating to theEntitlement Offer to any person in the United States or that is a US Person, or is acting for theaccount or benefit of a US Person; and• you agree that if in the future you decide to sell or otherwise transfer the New Shares, you willonly do so in transactions where neither you nor any person acting on your behalf knows, or hasreason to know, that the sale has been pre-arranged with, or that the purchaser is, in the UnitedStates or a US Person.AWB 2NRB102172_00VYFEPayment Options:Biller Code: 122515Ref No: 1234 5678 9012 3456 78Telephone & Internet Banking – BPAYCall your bank, credit union or buildingsociety to make this payment from yourcheque or savings account. More info:www.bpay.com.auAWB Limitedc/- Computershare InvestorServices Pty LimitedGPO Box 505Melbourne, Victoria 3001AUSTRALIA*I1234567890*Entitlement Number: SAMPLE CUSTOMERSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLETOWN TAS 7000

*S000001Q01*000001 000 AWBMR JOHN SMITH 1FLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 30302 October 2009Dear ShareholderAWB ENTITLEMENT OFFER - NOTIFICATION TO INELIGIBLE RETAIL SHAREHOLDERSOn 23 September 2009, AWB Limited (AWB) announced that it was conducting an accelerated non-renounceable prorataentitlement offer to eligible shareholders to subscribe for 1 new AWB ordinary share (New Share) for every 1existing AWB ordinary share (Existing Share) held as at 7.00pm (Melbourne time) on Monday, 28 September 2009(Entitlement) at an issue price of A$1.00 per New Share (the Entitlement Offer).The Entitlement Offer comprises an institutional component (Institutional Entitlement Offer) and an offer to EligibleRetail Shareholders (as defined below) to participate on the same terms (Retail Entitlement Offer). The EntitlementOffer is being made by AWB in accordance with section 708AA of the Corporations Act 2001 (Cth) as modified by ASICClass Order 08/35. As announced on Friday, 25 September 2009, the Institutional Entitlement Offer raised approximatelyA$120 million, and the Retail Entitlement Offer will raise approximately A$239 million.In conjunction with the Entitlement Offer, AWB also announced that it would be conducting an Institutional Placement toraise A$100 million (together, the Equity Raising). Both the Entitlement Offer and Institutional Placement are fullyunderwritten.The proceeds from the equity raising will be used to strengthen AWB’s balance sheet and provide financial flexibilitythrough debt reduction. It will leave AWB sufficiently capitalised to take advantage of strategic opportunities in theagricultural sector going forward.Documents relating to the Retail Entitlement Offer were lodged with the ASX today and are being mailed to Eligible RetailShareholders.This letter is to inform you that you are not an Eligible Retail Shareholder (as defined below) for the purposes of theRetail Entitlement Offer (as defined below).1. Details of the Retail Entitlement OfferThe Retail Entitlement Offer is being made to Eligible Retail Shareholders (as defined below), on the basis of 1 NewShare for every 1 Existing Share held at 7.00pm (Melbourne time) on Monday, 28 September 2009 (Record Date).2. Eligibility CriteriaAWB has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to makeoffers to shareholders in all countries in connection with the Retail Entitlement Offer. Accordingly, in compliance withASX Listing Rule 7.7.1(b), AWB wishes to advise you that it will not be extending the Retail Entitlement Offer to you andyou will not be able to subscribe for New Shares under the Retail Entitlement Offer.AWB_GM_172812/000001/000001/i

Shareholders who are eligible to participate in the Retail Entitlement Offer (Eligible Retail Shareholders) are AWBshareholders who:n are registered as a holder of Existing Shares as at 7.00pm (Melbourne time) on the Record Date (1);nnnnhave a registered address on the AWB register of members in Australia or New Zealand;are not in the United States and are neither a US Person nor acting for the account or benefit of a US Person;are not an institutional shareholder or an Ineligible Retail Shareholder; andare eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.As you do not satisfy the eligibility criteria for an Eligible Retail Shareholder stated above, you are deemed to be anIneligible Retail Shareholder and AWB is unfortunately unable to extend you the opportunity to participate in the RetailEntitlement Offer. You will not be sent the Retail Information Booklet relating to the Retail Entitlement Offer nor will yoube able to subscribe for New Shares under the Retail Entitlement Offer.As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respectof any New Shares that would have been offered to you if you were eligible.This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. As an IneligibleRetail Shareholder, you are not required to do anything in response to this letter.If you have any questions in relation to any of the above matters, please contact the AWB Shareholder Information Lineon 1300 514 715 (within Australia) or +61 3 9415 4393 (from outside Australia) from 8.30am to 5.00pm (Melbourne time)Monday to Friday at any time during the Entitlement Offer Period.On behalf of the Board and management of AWB, thank you for your continued interest in AWB.Your sincerely,AWB LIMITEDPeter PattersonCompany SecretaryThis notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States orto, or for the account or benefit of, any “US person” (as defined in Regulation S under the United States Securities Act of1933, as amended (the “Securities Act”) (“US Person”).. No action has been or will be taken to register, qualify orotherwise permit a public offering of the New Shares in any jurisdiction outside Australia, New Zealand and certain otherjurisdictions. In particular, neither the Entitlements nor the New Shares have been, or will be, registered under theSecurities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlementsmay not be taken up by, and the New Shares may not be offered or sold to, persons in the United States or personswho are U.S Persons or are acting for the account or benefit of US Persons, except in a transaction exempt from, or notsubject to, the registration requirements of the Securities Act.IMPORTANT NOTICE TO NOMINEES: Because of legal restrictions, you must not send copies of this letter or anymaterial relating to the Entitlement Offer to any of your clients (or any other person) in the United States or to any otherperson that is, or is acting for the account or benefit of, a US Person. Failure to comply with these restrictions may resultin violations of applicable securities laws.The provision of this document is not, and should not be considered as, financial product advice. The information in thisdocument is general information only, and does not take into account your individual objectives, taxation position,financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbrokeror other professional advisor._______________________________(1) Pursuant to a waiver from the ASX and for the purposes of determining entitlements under the Entitlement Offer, AWB will disregardtransactions in AWB Shares after implementation of the trading halt in AWB shares on 23 September 2009, except for settlement of onmarkettransactions that occurred prior to the implementation of the trading halt.