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A LANDMARK for Australian Agriculture 29 August 2003 ACN 081 890 459 This document may not be distributed, directly or indirectly, in the United States.

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Presentation on theme: "A LANDMARK for Australian Agriculture 29 August 2003 ACN 081 890 459 This document may not be distributed, directly or indirectly, in the United States."— Presentation transcript:

1 a LANDMARK for Australian Agriculture 29 August 2003 ACN This document may not be distributed, directly or indirectly, in the United States or to any US person

2 2 Contents 1 Executive Summary 2 Transaction Overview 3 Landmark Overview 4 AWB and Landmark 5 Funding 6 Conclusion APPENDICES

3 3 Important Notice The information in this document has been provided to you for informational purposes only in relation to a proposed placement to institutional investors of shares in AWB Limited (“AWB”) and is subject to change without notice. Nothing contained in this document constitutes investment, legal, tax or other advice. The information in this document does not take into account your investment objectives, financial situation or particular needs. Before making an investment decision, you should consider, with or without the assistance of a professional securities adviser, whether an investment in AWB is appropriate in light of your particular investment needs, objectives and financial circumstances. Nothing in this document should be considered a solicitation, offer or invitation to buy, subscribe for or sell any security in the United States or in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The distribution of this document outside Australia may be restricted by law. Persons who come into possession of this document who are not in Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Neither this document nor any copy hereof may be transmitted in the United States or distributed, directly or indirectly, in the United States or to any US person including (1) any US resident, (2) any partnership or corporation or other entity organised or incorporated under the laws of the United States or any state thereof, (3) any trust of which any trustee is a US person, or (4) any agency or branch of a foreign entity located in the United States. By accepting this document, you agree to be bound by these limitations. AWB has prepared this document based on information available to it. Although all reasonable care has been taken to ensure that the facts stated and opinions given in this document are fair and accurate, the information provided in this document has not been independently verified. Accordingly, no representation or warranty, expressed or implied is made as to the fairness, accuracy, completeness or correctness of the information and opinions contained in this document. To the fullest extent permitted by law, none of AWB, its directors, employee or agents or any other person accepts any liability for any loss whatsoever arising from any use of this document or its contents, or otherwise arising in connection therewith.

4 4 1 Executive Summary  AWB has entered into an agreement to purchase Landmark from Wesfarmers for a net purchase consideration of A$718 million and enterprise value of A$825 million  Purchase completed today after due diligence and implementation planning  Landmark is a large and diversified rural services business which is a very attractive strategic fit for AWB  Australia’s leading supplier of agricultural inputs and a major provider of a broad range of other rural products and services  Proven management team  Following the acquisition, AWB will be uniquely positioned to meet the global challenge for Australian agriculture  Acquisition is EPS accretive (pre-goodwill, post synergies, post one-off costs) in FY2004 and is expected to be more than 35% EPS accretive by FY2006  AWB will issue approximately 41 million new shares through an institutional placement, with additional equity being raised by a combination of a share purchase plan (“SPP”) and underwritten DRP  Rating agency view, in combination with “ring fence” for pool finance activities, at AWB target levels for AWB Commercial Funding and AWB Harvest Finance of BBB and AA-/A-1+ respectively (S&P)  Given the acquisition of Landmark, AWB is reviewing its shareholding in Futuris

5 5 2 Transaction Overview Key Features of Landmark Landmark is Australia’s leading rural distribution network with national coverage and significant growth opportunities  Largest merchandise and fertiliser distribution business in Australia  Well diversified earnings base across regions, agricultural commodities and business activities  High growth finance business that can be further leveraged by AWB  Strong insurance agency business  Extensive branch network throughout regional Australia with 430 outlets and over 100,000 customers  Lower risk agency model relative to peers  Experienced management team which has presided over previous successful acquisitions and significant earnings growth

6 6 2 Transaction Overview Financial Returns  The acquisition of Landmark will assist AWB to achieve its stated financial objectives as set out at the 2003 AGM 15% return on equity in the medium term Acquisition expected to achieve target 15% ROE by FY2005 Landmark will diversify AWB’s earnings base and reduce the volatility of AWB’s earnings AWB’s funding structure utilises its surplus capital and reduces its cost of capital Trend EPS growth EPS accretive in FY2004 and by more than 35% in FY2006 Stable dividend payment AWB expects to maintain its dividends at current levels for FY2004 S&P has indicated that AWB’s ratings will be BBB for AWB Commercial Funding and AA-/A-1+ for AWB Harvest Finance which meets AWB’s target ratings Improved quality of earnings Efficient capital management Appropriate credit rating Objective Impact of Landmark Acquisition

7 7 2 Transaction Overview Sale Process  Exclusive sale process involving completion of due diligence by AWB  AWB and Wesfarmers have settled the purchase and sale under a Share Sale Agreement for Landmark  Simultaneous completion, subject to Completion Account adjustments  AWB and Wesfarmers have also entered into various other agreements, including:  A series of transitional arrangements including for Information Technology and Landmark’s Interest Bearing Deposits  New supply agreements between Landmark and CSBP and Landmark and WFI  Landmark’s key senior management team, including the MD, Mark Allison, is committed to continue leading the business  Sale process has enabled a detailed implementation plan to be put in place in conjunction with Landmark’s management

8 8 2 Transaction Overview Total Acquisition Cost  The acquisition is funded through a mix of debt and equity  The debt facility will be reduced by the amount raised under the SPP and DRP PriceA$m Enterprise value825 Net debt assumed107 Net Purchase Consideration718 Transaction costs34 Total cash consideration752 FundingA$m Placement Funded by working capital and debt finance592 Total Funding (initial)752 Further equity raised through SPP and DRP90 Note: 1. Indicative only

9 9 3 Landmark Overview Business Structure  Operations conducted through 7 business activities  Head office function centralised in Sydney  Branch network managed through 8 networks  Products channelled through branch network and distribution centres  Access to 100,000 customers across Australia  Over 1,900 staff, located mainly in rural and regional Australia  Landmark issues interest bearing securities to its customers by way of prospectus

10 10 3 Landmark Overview Landmark Business Units Division Business Description Merchandise  Wholesale and retail sale of agricultural inputs  Also provides agronomic advice Fertiliser  Acts as an agent for CSBP (owned by Wesfarmers) in WA, IncitecPivot and Hi-Fert on the East Coast Finance  Provides seasonal and term loans through agency agreement with Rabobank  Loan book of approximately A$780m  A$282m of Interest Bearing Deposits (IBDs) Insurance  Sale of insurance cover options for rural businesses and households  Acts as agent for WFI and CGU Livestock  Saleyard auction services and private treaty services Wool  Provides traditional broking/auction selling services and sale of risk management products  50% interest in Australian Wool Handlers (joint venture with BWK) and 40% interest in Arcadian Wool Brokers Real Estate  Markets large rural properties, lifestyle blocks, residential real estate (regional towns) and clearing sales in country areas  Landmark provides a broad range of products and services to agricultural producers

11 11 3 Landmark Overview Sales and Earnings Growth Year End 30 June (A$m) E 3 Sales 2 1,2441,5911,437na EBITDA na EBITA Notes  2001 figures include only part year for IAMA  2001, 2002 and 2003 figures exclude earnings from divested businesses and abnormal items  AWB management forecast  Strong EBITA growth rate trend (significantly drought affected in 2003)

12 12 3 Landmark Overview Activity Segmentation Gross Profit Breakdown By Business Unit (2003A) 1  Merchandise and Livestock are the biggest contributors to Landmark gross profit  However, finance, insurance and fertiliser are the fastest growing activities Wool 8% Livestock Finance Fertiliser 7% Real Estate 7% Insurance 4% Merchandise 37% Other 9% 5% 23% Note: 1. Based on June year end

13 13 4AWB and Landmark Distribution Network  Acquisition of Landmark dramatically expands AWB’s foot print across rural Australia  Better able to service customers and complement Single Desk marketing / risk management activities  Platform to leverage growth for AWB financial services business AWB office locations (49) Landmark outlets (430)

14 14 4 AWB and Landmark Operational Diversity AWB Pre-AcquisitionAWB Post-Acquisition  Heavy reliance on wheat crop  30,000 customer relationships  Committed to Single Desk Marketing System  Expanded distribution network  Extended product range for existing customers  Strengthened product development and technical capability  Significantly larger customer base (100,000)  Expanded growth opportunities  Committed to Single Desk Marketing System  The acquisition will significantly expand the scale and scope of AWB’s activities Breakdown of Gross Profit (2003E) Pool Management Grain Acquisition & Trading Grain Technology Supply Chain & Other Investments Finance & Risk Management Products Corporate Pool Management Grain Acquisition & Trading Grain Technology Supply Chain & Other Investments Finance & Risk Management Products Corporate Wool Livestock Fertiliser Real Estate Insurance Merchandise Other

15 15 4 AWB and Landmark Finance Growth Opportunities  AWB currently provides harvest loans to 30,000 grain producers (A$2 billion market)  Landmark distribution network and finance business provides AWB with opportunity to market new products, including:  Seasonal loans to 30,000 grain producers (A$8 billion market)  Term and seasonal loans to 65,000 SME agribusiness customers (A$12 billion market)  Loans to 5,000 agribusiness corporates (A$8 billion market) – focus in the longer term Source: ABARE, ABS, RBA, APRA, Neil Clarke & Associates Growth Opportunity 5,000 Corporate Enterprise A$8b loans Growth Opportunity 65,000 SME agribusiness customers A$20b loans Harvest finance to grain growers Small A$1m Turnover ‘Farmers’‘Corporations’ Product set AWB’s current market 30,000 Grain / Broadacre A$2b loans

16 16 4 AWB and Landmark Other Opportunities Procurement cost savings Overhead cost savings Cross-selling Consolidation of procurement functions Consolidation of AWB and Landmark corporate and head office functions, where appropriate Cross selling of products and services between AWB and Landmark Cross selling of products and services between AWB and Landmark Enhanced access to global markets Access to over 40 countries around the world

17 17 4 AWB and Landmark Profit Opportunities  Total EBIT enhancement opportunities, derived primarily from finance growth opportunities, assessed at A$5 - A$10 million in FY2004 increasing to A$30 - A$40 million by FY2006  Detailed implementation plan has been established to pursue opportunities from Day 1 (A$m)2004E2006E EBIT Growth Opportunities5 – 1030 – 40 AWB Management NPAT Forecast for Merged Company na EPS Accretion from Acquisition 2 2%+35%+ Notes:  Net profit after tax, pre goodwill amortisation including all one-off costs  Based on AWB forecasts for FY2004 and FY2006, pre goodwill amortisation, includes all one-off costs for FY2004

18 18 4 AWB and Landmark Indicative financial position as at acquisition date 1 (A$m)AWBLandmarkAdjustments AWB Proforma Current Assets ,573 Non Current Assets ,087 Intangibles Total Assets1, ,660 Current Liabilities ,105 Non Current Liabilities Long Term Debt00585 Total Liabilities ,721 Shareholders Equity Net Working Capital (excluding Grower Loans) Notes  Subject to completion accounts  Indicative only, following placement. Does not include equity raisings under the Share Purchase Plan and Dividend Reinvestment Plan

19 19 5 Funding Overview  Debt and equity funding in place:  Committed bank facilities of A$950 million  Underwritten equity component to raise A$250 million  Pool finance activities will be “ring-fenced” as at 1 October 2003  Credit ratings for pool activities upgraded RatiosAWB Limited 2004E2005E EBIT Interest Cover (x) 1 4.1x6.0x Gearing (%) 2 37%34% Notes:  EBIT interest cover includes impact of operating leases  Gearing = Total Debt including Operating leases/Total Capital EntityRating (S&P) AWB Commercial Funding BBB AWB Harvest Finance L/T AA- AWB Harvest Finance S/T A-1+

20 20 5 Funding A$250m Underwritten Equity Offer in Three Tranches  Institutional offer via bookbuild on 2 September 2003 at indicative range of A$ A$4.10  The SPP will be launched immediately following the placement with the underwritten DRP providing the remainder of the funding if required  All shares issued under placement/SPP qualify for the next dividend payable in December (anticipated to be 11 cps) and will be entitled to participate in the DRP  The SPP will allow all AWB shareholders to purchase up to A$5,000 of AWB shares each  With 60,000 shareholders, maximum take-up would result in approximately A$300 million raising  AWB directors reserve the right to scale back where total applications exceed A$150 million  AWB will implement the DRP effective next dividend at a 5% discount, underwritten for the next three dividends to the extent that the placement and SPP raise less than A$250 million Placement Share Purchase Plan (SPP) Capped at A$150m 41.1 million shares –15% of issued capital (A$152m-169m at bookbuild range) Underwritten Dividend Reinvestment Plan (DRP) If required - to raise A$250m less (Placement + SPP)

21 21 6 Conclusion  AWB is now the leading agribusiness in Australia  Landmark is a clear fit with our stated growth strategy  Complements the Single Desk  Diversifies and reduces volatility of our earnings  Provides platform for growth, particularly in financial services  Expect acquisition to deliver strong earnings per share accretion  Acquisition expected to meet our return on equity target by FY2005  S&P has affirmed target ratings for AWB and AWB Harvest Finance  AWB remains in a strong financial position  AWB reaffirms its commitment to the Single Desk marketing system  AWB expands its services to the Australian agricultural community  AWB uniquely positioned to meet the global challenge for Australian agriculture

22  Australia's major grain marketer and one of the world's largest wheat managers and marketers – over 60 years experience in marketing Australian wheat  AWB markets wheat and other grains to more than 40 countries and is the world’s second largest wheat exporter with 16% global market share (based on ). The AWB National Pool is a significant contributor to the Australian economy, accounting for around 3% of the total value of Australia’s exports. AWB employs more than 550 people, with a network of 43 offices in Australia and around the world  AWB is chosen by most Australian wheat and grain growers to market and finance their grain  AWB operates and manages the AWB National Pool on behalf of AWB (International) Ltd via the Single Desk system Market Cap:A$1,140.3 million (A$ /8/03) Shares on issue:274.1 million Shareholder’s equity:A$815.9 million (as at 31 Mar 2003) ASX listing:22 August 2001 Index inclusion:S&P / ASX 100 (75% weighted) Average daily volume:344,000 shares (over the last 12 months) Appendix 1- AWB’s Business Introduction

23 Dual Class Share Ownership Structure  A Class Shares (35,000 outstanding)  B Class Shares (274.1m outstanding)  Can only be owned by current wheat growers  One share per wheat grower with weighted voting dependant on tonnes delivered (currently 35,000 A class shareholders)  Non-transferable  Not entitled to receive any dividends  Ability to control AWB through electing 7 of 12 Directors (a majority of the board)  Shares listed on the ASX  Can be owned by any investor, subject to 10% ownership limit (currently 60,448 B Class shareholders)  Entitled to receive dividends  Entitled to elect up to 4 of 12 Directors over time  15% of issued capital owned by Institutions Appendix 1- AWB’s Business

24 AWB Pool management services Grain acquisition and trading Supply chain and other investments Finance and risk management products Grain technology AWB Pool management services Grain acquisition and trading Supply chain and other investments Finance and risk management products Grain technology Growers Business services Pool payments Wheat deliveries AWBI Export markets Export markets Wheat marketing Monitors performance of AWBI Wheat Export Authority Wheat Export Authority Current Corporate Structure Appendix 1- AWB’s Business

25 25 Business streams Appendix 1- AWB’s Business Supply Chain & Other Investments  Chartering  AWB Grainflow  Offshore Investments Pool Management Services  Base Fee  Out-Performance Incentive Finance & Risk Management Products  AWB National Pool Payment Options  AWB Basis Pool  AWB riskassist Grain Acquisition & Trading  Grain Contract Acquisition Products  Domestic Trading  Non-Wheat Trading  Global Operations - Geneva Grain Technology  Agrifood Technology  AWB Seeds  Research & Development

26 26 Wool Livestock Appendix 2 – Landmark’s Business  Landmark handles approximately 25% of the National Wool Clip (600,000 bales)  Provides traditional broking / auction selling services as well as a comprehensive range of Risk Management products  50% interest in Australian Wool Handlers (with BWK), 40% interest in Arcadia  Not involved in any downstream processing  Handles approximately 20% of livestock trading in Australia  Provides saleyard auction services and private treaty services for livestock producers  Supplies processors, supermarket chains, lot feeders and live export markets  Landmark do not own feedlots or abattoirs Overview of Landmark by Business Unit

27 27 Real Estate Insurance  Markets large rural properties, residential real estate (regional towns) and clearing sales in country areas throughout Australia  Real estate sales of in excess of A$700 million in 2003  Landmark offers a range of insurance cover options for rural businesses and households  Landmark acts as an agent for WFI and CGU  The current arrangements with WFI and CGU will remain in place Overview of Landmark by Business Unit Appendix 2 – Landmark’s Business

28 28  Supplies a broad range of agricultural inputs, including agricultural chemicals and veterinary products, to all major agricultural sectors  Distributed via 230 company owned branches, 50 franchises and 150 members (ie non- Landmark merchandise stores)  Provides agronomic advice for cropping, pasture and cotton enterprises Merchandise Network Characteristics BranchCore regional town, full service FranchiseSmaller regional town with committed local operator MemberWholesale supply, may be branded or non-branded Overview of Landmark by Business Unit Appendix 2 – Landmark’s Business

29 29 Fertiliser Finance  Acts as an agent for CSBP (owned by Wesfarmers) and others in WA; IncitecPivot and Hi-Fert on the east coast  Landmark provides a range of financial products for rural producers including seasonal and term loans, term deposits, cheque accounts and credit cards  Acts as an agent for Rabobank and receives a proportion of the net interest on each loan and a share of a ‘bonus pool’ (precise earning arrangements are yet to be determined)  Landmark is responsible for loan approvals, however there is one Rabobank credit manager in the Landmark credit team  Landmark still ‘owns’ the client  50 Rural Finance Managers located throughout Australia Overview of Landmark by Business Unit Appendix 2 – Landmark’s Business

30 30  Other Sales and Gross Profit are derived from the following businesses Other Big NAnhydrous ammonia distribution 75% of other income JRT2 Cartage of sugar cane, fertiliser and merchandise Other Interest margin on Deposit Notes and debtors, rent recovery and car sales 25% of other income Overview of Landmark by Business Unit Appendix 2 – Landmark’s Business

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