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a LANDMARK for Australian Agriculture

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

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

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 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 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 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 Objective Impact of Landmark Acquisition 15% return on equity in the medium term Acquisition expected to achieve target 15% ROE by FY2005 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 Improved quality of earnings Landmark will diversify AWB’s earnings base and reduce the volatility of AWB’s earnings Efficient capital management AWB’s funding structure utilises its surplus capital and reduces its cost of capital 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 Appropriate credit rating

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 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 Price A$m Enterprise value 825 Net debt assumed 107 Net Purchase Consideration 718 Transaction costs 34 Total cash consideration 752 Funding Placement1 160 Funded by working capital and debt finance 592 Total Funding (initial) Further equity raised through SPP and DRP 90 Note: 1. Indicative only

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 3 Landmark Overview Landmark Business Units
Landmark provides a broad range of products and services to agricultural producers 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

11 3 Landmark Overview Sales and Earnings Growth
Strong EBITA growth rate trend (significantly drought affected in 2003) Year End 30 June (A$m) 20011 2002 2003 2004E3 Sales2 1,244 1,591 1,437 na EBITDA2 44.7 78.8 72.1 EBITA2 34.7 64.5 54.0 70-75 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

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

13 AWB 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 4 AWB and Landmark Operational Diversity
The acquisition will significantly expand the scale and scope of AWB’s activities AWB Pre-Acquisition AWB 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 Breakdown of Gross Profit (2003E) Pool Management Finance & Risk Merchandise Management Products Grain Acquisition & Pool Management Trading Corporate Insurance Grain Technology Supply Chain & Other Other Investments Supply Chain & Other Investments Real Estate Finance & Risk Management Products Grain Technology Fertiliser Grain Acquisition & Corporate Trading Livestock Wool

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 ‘Farmers’ ‘Corporations’ Product set Growth Opportunity 65,000 SME agribusiness customers A$20b loans Growth Opportunity 5,000 Corporate Enterprise A$8b loans Finance to all agribusiness Agribusiness market in Australia can be thought of as 3 segments Horizontal axis: turnover of farms Vertical axis: product range required by agribusiness, harvest finance to full suite Total lending to this sector is A$30bn, ABARE and RBA Grain / Broadacre Segment “A”: AWB customers (only a relevant segment because of who we are, no other institution would sub-segment this group) A$2.1bn, we have 70% or A$1.5bn 30k customers, 25k take AWB Finance (they have other lending as well) Broader Agribusiness Segment “B”: turnover of up to A$1m per annum Still think of themselves as ‘Farmers’ Size of loan book A$20bn (range of A$18-23bn) Average A$175k loan (term 120k, seasonal 55k) 65k customers Corporate Farms Segment “C”: turnover of A$1m plus Three sub segments: C1 big farmers but same needs, C2 and C3 more complex C2 and C3 Corps, eg. Fisheries, vineyards, plantation timber, feed lots, etc. Size of loan book A$8bn (range A$7-12bn) 5k customers This is where future growth will be as consolidation occurs Specialised business banking needs Data Sources 30k grain growers, A$2.1bn harvest finance: AWB database A$30bn lending to agribusiness: ABARE, ABS and APRA Segment C 5,000 corporates over A$1m turnover: Neil Clark from ABS/ABARE 100k agribusiness customers: ABS/ABARE, Neil Clark AWB’s current market 30,000 Grain / Broadacre A$2b loans Harvest finance to grain growers Turnover Small <A$200k Medium A$200k-A$1m Large >A$1m Source: ABARE, ABS, RBA, APRA, Neil Clarke & Associates

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

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) 2004E 2006E EBIT Growth Opportunities 5 – 10 30 – 40 AWB Management NPAT Forecast for Merged Company1 na EPS Accretion from Acquisition2 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 Agribusiness market in Australia can be thought of as 3 segments Horizontal axis: turnover of farms Vertical axis: product range required by agribusiness, harvest finance to full suite Total lending to this sector is A$30bn, ABARE and RBA Grain / Broadacre Segment “A”: AWB customers (only a relevant segment because of who we are, no other institution would sub-segment this group) A$2.1bn, we have 70% or A$1.5bn 30k customers, 25k take AWB Finance (they have other lending as well) Broader Agribusiness Segment “B”: turnover of up to A$1m per annum Still think of themselves as ‘Farmers’ Size of loan book A$20bn (range of A$18-23bn) Average A$175k loan (term 120k, seasonal 55k) 65k customers Corporate Farms Segment “C”: turnover of A$1m plus Three sub segments: C1 big farmers but same needs, C2 and C3 more complex C2 and C3 Corps, eg. Fisheries, vineyards, plantation timber, feed lots, etc. Size of loan book A$8bn (range A$7-12bn) 5k customers This is where future growth will be as consolidation occurs Specialised business banking needs Data Sources 30k grain growers, A$2.1bn harvest finance: AWB database A$30bn lending to agribusiness: ABARE, ABS and APRA Segment C 5,000 corporates over A$1m turnover: Neil Clark from ABS/ABARE 100k agribusiness customers: ABS/ABARE, Neil Clark

18 4 AWB and Landmark Indicative financial position as at acquisition date1
(A$m) AWB Landmark Adjustments AWB Proforma Current Assets 979 592 2 1,573 Non Current Assets 390 157 540 1,087 Intangibles 51 591 Total Assets 1,369 749 542 2,660 Current Liabilities 560 545 1,105 Non Current Liabilities 26 5 585 616 Long Term Debt Total Liabilities 586 550 1,721 Shareholders Equity 783 192 1562 939 Net Working Capital (excluding Grower Loans) 178 200 378 Notes Subject to completion accounts Indicative only, following placement. Does not include equity raisings under the Share Purchase Plan and Dividend Reinvestment Plan

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 Entity Rating (S&P) AWB Commercial Funding BBB AWB Harvest Finance L/T AA- AWB Harvest Finance S/T A-1+ Ratios AWB Limited 2004E 2005E EBIT Interest Cover (x)1 4.1x 6.0x Gearing (%)2 37% 34% Notes: EBIT interest cover includes impact of operating leases Gearing = Total Debt including Operating leases/Total Capital

20 5 Funding A$250m Underwritten Equity Offer in Three Tranches
Placement Share Purchase Plan (SPP) Underwritten Dividend Reinvestment Plan (DRP) 41.1 million shares –15% of issued capital (A$152m-169m at bookbuild range) Capped at A$150m If required - to raise A$250m less (Placement + SPP) Institutional offer via bookbuild on 2 September 2003 at indicative range of A$ 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

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 Appendix 1- AWB’s Business
Introduction 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) Note: Paul Ingleby will be presenting the financials

23 Appendix 1- AWB’s Business
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 Note: Paul Ingleby will be presenting the financials

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

25 Appendix 1- AWB’s Business
Business streams 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 Supply Chain & Other Investments Chartering AWB Grainflow Offshore Investments Grain Technology Agrifood Technology AWB Seeds Research & Development

26 Appendix 2 – Landmark’s Business
Overview of Landmark by Business Unit Wool Livestock 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

27 Appendix 2 – Landmark’s Business
Overview of Landmark by Business Unit 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

28 Appendix 2 – Landmark’s Business
Overview of Landmark by Business Unit Merchandise 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 Network Characteristics Branch Core regional town, full service Franchise Smaller regional town with committed local operator Member Wholesale supply, may be branded or non-branded

29 Appendix 2 – Landmark’s Business
Overview of Landmark by Business Unit 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

30 Appendix 2 – Landmark’s Business
Overview of Landmark by Business Unit Other Other Sales and Gross Profit are derived from the following businesses Big N Anhydrous 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


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