Section 1 - Overview of the Equity Raising1.1 Equity Raising<strong>AWB</strong> intends <strong>to</strong> raise approximately $459 million under the Equity Raising, which comprises the Institutional Placement andthe <strong>Entitlement</strong> <strong>Offer</strong>.Under the <strong>Entitlement</strong> <strong>Offer</strong>, <strong>AWB</strong> is offering Eligible Shareholders the opportunity <strong>to</strong> 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 <strong>Entitlement</strong> <strong>Offer</strong> is non-renounceable, which means that the <strong>Entitlement</strong>s are non-transferable andcannot be sold or traded. Both the Institutional Placement and the <strong>Entitlement</strong> <strong>Offer</strong> are fully underwritten.Please refer <strong>to</strong> the ASX Announcement and the Inves<strong>to</strong>r Presentation annexed <strong>to</strong> this <strong>Retail</strong> Information Booklet forinformation on the purpose of the Equity Raising, the sources and application of the proceeds of the Equity Raising, and forinformation on <strong>AWB</strong>’s business, performance and strategy. You should also consider other publicly available informationabout <strong>AWB</strong> available at www.asx.com.au and www.awb.com.au.1.2 Institutional Placement and Institutional <strong>Entitlement</strong> <strong>Offer</strong>On Wednesday, 23 September 2009 and Thursday, 24 September 2009, <strong>AWB</strong> successfully conducted the InstitutionalPlacement <strong>to</strong> raise $100 million and the Institutional <strong>Entitlement</strong> <strong>Offer</strong> <strong>to</strong> raise approximately $120 million, at an Issue Priceof $1.00 per New Share. The Institutional Placement and Institutional <strong>Entitlement</strong> <strong>Offer</strong> are fully underwritten and NewShares are expected <strong>to</strong> be allotted under the Institutional Placement and Institutional <strong>Entitlement</strong> <strong>Offer</strong> on Thursday,8 Oc<strong>to</strong>ber 2009.1.3 <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>Eligible <strong>Retail</strong> Shareholders are invited <strong>to</strong> subscribe for all or part of their <strong>Entitlement</strong> and are being sent this <strong>Retail</strong>Information Booklet with a personalised <strong>Entitlement</strong> and Acceptance Form. In addition, Eligible <strong>Retail</strong> Shareholders may alsosubscribe for additional New Shares in excess of their <strong>Entitlement</strong>. Please note that New Shares in excess of <strong>Entitlement</strong>swill only be issued <strong>to</strong> Eligible <strong>Retail</strong> Shareholders as determined by the Lead Managers in consultation with <strong>AWB</strong>, havingregard <strong>to</strong> circumstances as at the time of the close of the <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>. The issue of any New Shares in excess of<strong>Entitlement</strong>s will be limited <strong>to</strong> the extent that there are sufficient New Shares from Eligible <strong>Retail</strong> Shareholders who do nottake up their full <strong>Entitlement</strong>s. The Lead Managers in consultation with <strong>AWB</strong> may apply any scale-back (in their absolutediscretion).The <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> constitutes an offer <strong>to</strong> Eligible <strong>Retail</strong> Shareholders only. Eligible <strong>Retail</strong> Shareholders areShareholders on the Record Date who have a registered address in Australia or New Zealand and who are eligible under allapplicable laws <strong>to</strong> receive an offer under the <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>. The following persons are not entitled <strong>to</strong> participate inthe <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>:• any Eligible Institutional Shareholder (other than a nominee <strong>to</strong> the extent that the nominee also holds on behalf of anEligible <strong>Retail</strong> Shareholder); or• any Ineligible Institutional Shareholder.The <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> closes at 5:00pm (Melbourne time) on Wednesday, 21 Oc<strong>to</strong>ber 2009, with New Shares <strong>to</strong> beallotted on Friday, 30 Oc<strong>to</strong>ber 2009.The <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> is fully underwritten, and will raise approximately $239 million. The Issue Price under the <strong>Retail</strong><strong>Entitlement</strong> <strong>Offer</strong> is the same as the Issue Price under the Institutional Placement and the Institutional <strong>Entitlement</strong> <strong>Offer</strong>.NomineesThe <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> is being made <strong>to</strong> all Eligible <strong>Retail</strong> Shareholders (as defined in Section 2.1). <strong>AWB</strong> is not required<strong>to</strong> 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 <strong>to</strong> assess whether indirect participation by the beneficiary in the <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> 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 <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>, and such a nominee must not take up any <strong>Entitlement</strong>or send any materials relating <strong>to</strong> the Equity Raising in<strong>to</strong> the United States or <strong>to</strong> any person that is, or is acting for the accoun<strong>to</strong>r 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 <strong>to</strong> ensure all Eligible Shareholders have the opportunity <strong>to</strong> receivetheir full <strong>Entitlement</strong>. If reconciliation is required, it is possible that <strong>AWB</strong> may need <strong>to</strong> issue a small quantity of additionalNew Shares (Top-Up Shares) <strong>to</strong> ensure all Eligible Institutional Shareholders and Eligible <strong>Retail</strong> Shareholders have theopportunity <strong>to</strong> receive their full <strong>Entitlement</strong>. The price at which these Top-Up Shares will be issued will be the same as theIssue Price.<strong>AWB</strong> also reserves the right <strong>to</strong> reduce the number of New Shares allocated <strong>to</strong> Eligible Shareholders (or persons claiming<strong>to</strong> be Eligible Shareholders), if their <strong>Entitlement</strong> claims prove <strong>to</strong> be overstated, or if they or their nominees fail <strong>to</strong> provideinformation requested <strong>to</strong> substantiate their <strong>Entitlement</strong> claims, or if they are indeed not Eligible Shareholders.1.6 Quotation and trading<strong>AWB</strong> will apply <strong>to</strong> ASX for the official quotation of the New Shares in accordance with ASX Listing Rule requirements.Subject <strong>to</strong> approval being granted, it is expected that normal trading of New Shares allotted under the <strong>Retail</strong> <strong>Entitlement</strong><strong>Offer</strong> will commence on Monday, 2 November 2009.1.7 Confirmation StatementsConfirmations are expected <strong>to</strong> be dispatched <strong>to</strong> Eligible <strong>Retail</strong> Shareholders on Tuesday, 3 November 2009 in respect of NewShares allotted under the <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>.It is the responsibility of each applicant <strong>to</strong> 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. <strong>AWB</strong> and the Lead Managersdisclaim all liability whether in negligence or otherwise (and <strong>to</strong> the maximum extent permitted by law) <strong>to</strong> persons who tradeNew Shares before receiving their confirmations, whether on the basis of confirmation of the allocation provided by <strong>AWB</strong>,the Registry, Orient Capital or the Lead Managers.1.8 Withdrawal of the <strong>Entitlement</strong> <strong>Offer</strong><strong>AWB</strong> reserves the right <strong>to</strong> withdraw the <strong>Entitlement</strong> <strong>Offer</strong> at any time before the issue of New Shares, in which case <strong>AWB</strong> willrefund any Application Monies already received in accordance with the Corporations Act and will do so without interest.1.9 Allocation policyAll Eligible <strong>Retail</strong> Shareholders will be allocated New Shares applied for up <strong>to</strong> their <strong>Entitlement</strong>. Please note that New Sharesin excess of <strong>Entitlement</strong>s will only be issued <strong>to</strong> Eligible <strong>Retail</strong> Shareholders if (and <strong>to</strong> the extent that) the Lead Managers inconsultation with <strong>AWB</strong> so determine having regard <strong>to</strong> circumstances as at the time of the close of the <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong>.The issue of any New Shares in excess of <strong>Entitlement</strong>s will be limited <strong>to</strong> the extent that there are sufficient New Shares fromEligible <strong>Retail</strong> Shareholders who do not take up their full <strong>Entitlement</strong>s. The Lead Managers in consultation with <strong>AWB</strong> mayapply any scale-back (in their absolute discretion).8