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

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