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ABB Grain S h f A M i Scheme of Arrangement Meeting

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					                   ABB Grain
Scheme of Arrangement M i
S h     fA            Meeting
              ABB Grain Chairman Perry Gunner
                             9 September 2009
Introduction
I t d ti
           • Perry Gunner – Chairman of
             ABB Grain Ltd
           • Directors here today:
               –   Mr Max Venning (Deputy Chairman)
               –   Dr Timothy R
                   D Ti    h Ryan
               –   Mr Ross Johns
               –   Mr Kevin Osborn
               –   Mr Trevor Day
               –   Mr Paul Daniel
           • Company Secretary Ashley Roff

                                                  2
Historic d f       Grain
Hi t i day for ABB G i
     implemented
• If implemented, the
  combined group will
  have substantial
  assets in Australia
  and Canada
• One of world’s largest
             f h
  exporters of wheat,
  barley & canola
• Scheme will benefit
  shareholders

                           3
Independent Expert’s Report
I d    d tE      t’ R     t
             • KPMG Corporate Finance
               assessed merits of the
               proposed Scheme
             • Report stated the proposal
               is
               – Fair and reasonable
               – In the best interests of
                 shareholders, in the
                                superior
                 absence of a s perior
                 proposal


                                            4
Benefits of S h
B   fit f Scheme
  Implied l
• I li d value represents
  significant premium
• Implied transaction multiple in
  excess of relevant precedent
  transactions
            y
• Flexibility to choose scheme
  consideration
• Significant Australian presence
• Benefits for grower shareholders

                                     5
Potential di d   t
P t ti l disadvantages
  Potential uncertainty i value of scrip
• P      i l        i   in l      f   i
  consideration
• ABB shareholders will no longer control ABB’s
  business
• Viterra currently does not pay dividends
  – This may change in future
• Shareholder rights will be governed by
  Canadian rather than Australian laws
• Taxation consequences

                                                  6
Board recommendation
B   d         d ti
• The ABB Grain Directors
  unanimously
  recommend that ABB
  Grain Shareholders vote
  in favour of the Scheme
  and the Constitutional
  Amendment,
  Amendment in the
  absence of a superior
  proposal.
  proposal



                            7
Housekeeping
H    k   i
  Meeting is          d in       d
• M i i convened i accordance with the  ih h
  orders of the Federal Court, Corporations Act
     d       G i C     tit ti
  and ABB Grain Constitution
• Required number of shareholders for quorum
  is three (3) – we have a quorum today
        g                     y poll
• Voting will be conducted by p
• Only shareholders can speak to the motion




                                                  8
Updates
U d t
• 6AAugust 2009 – ACCC i          d draft decision
                            issued d f d i i
  that it would not accept access arrangement
            d by     i it     i ti f
  proposed b ABB in its existing form
• ABB will lodge revised undertaking
• 28 August 2009 – ABB announced a revised
  earnings downgrade NPAT of $ million to
          g       g                $33
  $43 million for 2009 full-year results
• Letter sent to shareholders on 31 August to
  advise them of revision

                                                     9
Updates (continued)
U d t (     ti   d)
• 2S         b                  i     d Cl
    September 2009 – ATO issued a Class
  Ruling
• Scrip for scrip rollover relief is available to
  certain Australian shareholders
• Special dividend is a related payment
   – ABB shareholders must have held their shares ‘at  at
     risk’ continuously for 45 days from 4 August to 17
     September to be entitled to franking tax offset
   – Shareholders who acquired shares on or after 4
     August should not qualify for franking tax offset

                                                            10
Updates (continued)
U d t (     ti   d)
        h     i        di i l        l   h
• ASX has given conditional approval to the
  listing of Viterra CDIs
• Subject to the implementation of the scheme
• ASX code will be VTA
• On 3 September, Standard & Poor’s
  announced that Viterra would replace ABB
  Grain in the S&P ASX 100 on the
  implementation of the scheme



                                                11
Resolution
R   l ti
 “That                d in       d
 “Th pursuant to and i accordance with    ih
 section 411 of the Corporations Act, the
    h       f            t         d to b
 scheme of arrangement proposed t be
 entered into between ABB Grain and the ABB
 G i Shareholders, as more particularly set
 Grain Sh h ld                     ti l l      t
 out in the Scheme Booklet of which the notice
  f thi       ti formed part, is agreed t ( ith
 of this meeting f     d    t i        d to (with
 or without modification as approved by the
 Court).”
 C t) ”


                                                    12
Resolution requirements
R   l ti       i     t
  More than 50% i number of shareholders
• M      h        in      b   f h h ld
  present and voting on the resolution (in
             d i
  person and via proxy) )
• At least 75% of the total number of votes cast
  on the resolution




                                                   13
Resolution
R   l ti
 “That                d in       d
 “Th pursuant to and i accordance with    ih
 section 411 of the Corporations Act, the
    h       f            t         d to b
 scheme of arrangement proposed t be
 entered into between ABB Grain and the ABB
 G i Shareholders, as more particularly set
 Grain Sh h ld                     ti l l      t
 out in the Scheme Booklet of which the notice
  f thi       ti formed part, is agreed t ( ith
 of this meeting f     d    t i        d to (with
 or without modification as approved by the
 Court).”
 C t) ”


                                                    14
Poll Computershare
P ll – C  t   h
         b li               il d          but
• If you believe you are entitled to vote b
  have not registered, raise your hand
• Those entitled to vote:
   – Shareholders
   – Representatives and attorneys of shareholders
         y
   – Proxyholders
• Blue voting card




                                                     15
Shareholder/Proxyholder Voting Card
Sh   h ld /P     h ld V ti C d




                                      16
                   ABB Grain
Scheme of Arrangement M i
S h     fA            Meeting
              ABB Grain Chairman Perry Gunner
                             9 September 2009
   Results of proxy votes
   R   lt f           t

                  For     Against       Open       Abstain


Shareholders      ,
                 2,829       ,
                            2,309        708         42




   Votes       80,63 ,658 6, 36, 8
               80,631,658 16,236,487   3,356,512
                                       3,356,5      3 , 09
                                                   237,409




                                                             18
Results of poll
R   lt f     ll
                                         Percent In
                                         P     tI
                  For       Against
                                           Favour

Shareholders      ,
                 3,447         ,
                              2,255        60.45%




   Votes       85, 9 ,05
               85,197,054    6,   ,0 8
                            16,744,028     83 5 %
                                           83.57%




                                                      19
                      ABB Grain
Constitutional Amendment Meeting
C    i i     lA    d     M i
                 ABB Grain Chairman Perry Gunner
                                9 September 2009
Constitutional Amendment Meeting
C   tit ti   lA    d   t M ti
  This       i     ill determine whether the
• Thi meeting will d         i     h h h
  ABB Grain Constitution will be amended to
                 limit
  remove 15% li it on amount of i         d h
                                 t f issued share
  capital that any one shareholder can hold
• Viterra intends to acquire 100% of issued
  capital, the Constitutional Amendment must
  take effect for the scheme to become
  effective



                                                    1
Board recommendation
B   d         d ti
  The       G i Di
• Th ABB Grain Directors
  unanimously recommend
  that      G i
  th t ABB Grain
  Shareholders vote in
  f       f th S h       d
  favour of the Scheme and
  the Constitutional
  Amendment, i th
  A     d      t in the
  absence of a superior
          l
  proposal.


                             2
Housekeeping
H    k   i
  Meeting is          d in      d
• M i i convened i accordance with the ih h
  orders of the Corporations Act and ABB Grain
  Constitution
  C     tit ti
• Required number of shareholders for quorum
  is three (3) – we have a quorum today
        g                    yp
• Voting will be conducted by poll




                                                 3
Resolution
R   l ti
 “That bj                   l by h Court of the
 “Th subject to approval b the C          f h
 scheme of arrangement between ABB Grain
    d the       Grain Shareholders, as more
 and th ABB G i Sh h ld
 particularly set out in the Scheme Booklet of
   hi h the ti       f this     ti formed part,
 which th notice of thi meeting f       d     t
 Articles 5.5, 5.6 and 5.7 of the ABB Grain
 C     tit ti be deleted, ith ff t from th
 Constitution b d l t d with effect f      the
 Effective Date.”



                                                  4
Resolution requirements
R   l ti       i     t
                 f h     l    b    f
• 75% or more of the total number of votes cast
  on the resolution




                                                  5
Resolution
R   l ti
 “That bj                   l by h Court of the
 “Th subject to approval b the C          f h
 scheme of arrangement between ABB Grain
    d the       Grain Shareholders, as more
 and th ABB G i Sh h ld
 particularly set out in the Scheme Booklet of
   hi h the ti       f this     ti formed part,
 which th notice of thi meeting f       d     t
 Articles 5.5, 5.6 and 5.7 of the ABB Grain
 C     tit ti be deleted, ith ff t from th
 Constitution b d l t d with effect f      the
 Effective Date.”



                                                  6
Poll Computershare
P ll – C  t   h
         b li               il d          but
• If you believe you are entitled to vote b
  have not registered, raise your hand
• Those entitled to vote:
   – Shareholders
   – Representatives and attorneys of shareholders
         y
   – Proxyholders
• Green voting card




                                                     7
Shareholder/Proxyholder Voting Card
Sh   h ld /P     h ld V ti C d




                                      8
Results of proxy votes
R   lt f           t


          For       Against      Open       Abstain


Votes   83,044,518 17,468,937   1,411,805   236,404




                                                      9
Constitutional Amendment -
Meeting l
M ti closed   d
• Counting of the votes
  may take some time
• Results of the poll will
  be announced to the
    S
  ASX and posted on
  the ABB website later
    d
  today




                             10
Approval of scheme &
    tit ti   l     d   t
constitutional amendment
  Subject to:
• S bj
  – Approval of the Scheme of Arrangement by the
    Federal Court f Australia Thursday
    F d l C t of A t li Th d 10 S t b    September
    2009
  – All other conditions being satisfied
• The combination of ABB and Viterra will be
   ff ti       F id      S t b
  effective on Friday 11 September 2009
• To be implemented on Wednesday 23
  September 2009


                                                     11
Share Consideration
Sh    C   id   ti
  Cut-off date for receipt of elections f
• C     ff d   f       i    f l i             i
                                        forms is
  5pm (SA time) 18 September 2009
• Standard Consideration – Viterra CDIs – no
  need to return form
• If you want a different consideration, return
  the form




                                                   12
Thank
Th k you
  You have b
• Y h                   f    historic event – to
            been part of an hi     i
  create one of world’s largest exporters of
    h t b l       d
  wheat, barley and canolal
• Your Board is excited about the future of the
  combined ABB and Viterra
        g       period of g
• Moving into a p                     g
                          great change and
  opportunity




                                                   13
                      ABB Grain
Constitutional Amendment Meeting
C    i i     lA    d     M i
                 ABB Grain Chairman Perry Gunner
                                9 September 2009

				
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