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Brendan Stewart. Chairman. Order of meetings. Meeting of A class shareholders to amend Articles of the AWB Limited Constitution Annual General Meeting of AWB Limited Meeting of A class shareholders (NSW/ACT region) to elect a director of AWB (International) Limited. Andrew Lindberg. - PowerPoint PPT Presentation

TRANSCRIPT

Brendan Stewart

Chairman

Order of meetings

• Meeting of A class shareholders to amend Articles of the AWB Limited Constitution

• Annual General Meeting of AWB Limited

• Meeting of A class shareholders (NSW/ACT region) to elect a director of AWB (International) Limited

Andrew Lindberg

Managing Director

Financial performance was significantly impacted by severe drought, across all business streams• Drought impacted wheat crop of 9.7 million tonnes in 2002/03 compared

with 24.9 million tonnes in 2001/02

• Export volumes in the Pool fell by 77% to 4.3 million tonnes

• Net profit after tax of $43.9m, down 59%

• Earnings per share of 15.9 cents, down 59%

• Fully franked dividend of 25 cents per share paid during 2003

• Cost control measures implemented successfully which resulted in a 12% reduction in total overheads (excluding depreciation)

AWB has consistently outperformed the S&P / ASX 200 since listing

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AWB S&P/ASX 200

The acquisition of Landmark dramatically expands AWB’s foot print across rural Australia• 430 outlets, 1950 staff and

approx. 100,000 customers

• Businesses include wool, livestock, merchandise, finance, real estate, insurance and fertiliser

• 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)

Our focus is on the successful integration of Landmark

• Team dedicated to the integration of Landmark

• Targeted EBIT enhancement opportunities of $5-$10 million in 2003/04, and $30-$40 million by 2005/06

• On track to achieve year one targets and cost savings

• Commenced training of Landmark Rural Financial Managers

• AWB staff already selling a full suite of financial products

• Consolidation of network and re-branding has commenced

• Exploring opportunities to provide unique product offerings to farmers through “one-stop shop” model

Largest ever National Pool finalised reporting a record Gross Pool Value of $5.3 billion

• Excellent result despite:- Volatile wheat market

- War in Iraq

• Strategic decision to extend pool (twice) resulted in Pool participants receiving an additional $14.60 per tonne

• AWB is also on track to achieve significant Out-Performance for the 2002/03 National Pool

Ring fencing has achieved a higher short term credit rating for AWB

• Ring fencing has separated the activities of the National Pool from the commercial activities of the AWB group

• Ratings post 1 October 2003 - AWB Harvest Finance

S&P: A1+ (s/t) AA- (l/t) stable

Moodys: P-1

- AWB Commercial Subsidiaries S&P: BBB stable outlook

Improvements to the supply chain with a joint venture between AWB & WA CBH

• Co-operative joint venture “Grain Direct” signed in WA

• Objective is to:

reduce supply chain costs for the National Pool participants; and

produce commercial investment returns for AWB

• Anticipated net savings of $3.30 per tonne, per annum by 2008/09 harvest

Global trading operation, Geneva, enabled continued wheat supply to key customers during stock shortage

• 1.5 million tonnes traded in its first full year of operation

• Utilised successfully to manage customer demand during the drought, through other origin grain

• Relationships with overseas customers retained

International marketing program

• Independent review performed – strategic plan developed

• Grower participation in the future direction of AWB (International) Limited and its management of the single desk

CHINASale of 1 million tonnes of wheat to China - first

sale since 1996

NEW MARKETSFocus on developing new markets, such as

Sudan and Kuwait

IRAQWill continue to supply

Iraq – anticipating strong competition from

the US

Price trends for wheat, livestock & wool

• Estimated Pool Returns for the 2004/05 harvest of $190 - $200 per tonne for APW

• Prices impacted by appreciating AUD

• Hedging program is well underway for 2003/04 and 2004/05

• Outlook for sheep and lamb prices is positive

• Cattle industry remains buoyant

• Wool market impacted by uncertain economic conditions in major markets

AWB is well positioned

• National wheat production forecast to be 25 million tonnes

• High Pool receivals enables a greater amount of tonnage available

for harvest finance products

• In excess of 1.8 million tonnes through grain centres

• Growth in chartering with approximately half total Pool tonnage to

be sold with chartering component

• On track to achieve targets through the integration of Landmark

2003-04 NPAT forecast is $110-$120 million (pre goodwill amortisation, including one off costs)

Hamish Gidley-BairdReturning Officer

1st Meeting

Special meeting of A class shareholders to amend Articles of the AWB Limited Constitution

• Amendment of Articles considered are entrenched provisions

• Requires a majority of at least 75% of votes being cast by A class shareholders in order for these amendment to be passed

1st Meeting

2.1 A class share redemption

2.2 Maintain “Grower” status

2.3 Retiring directors of AWB (International) Limited seeking re-election

1st Meeting Proxy position for special resolutions 2.1, 2.2 and 2.3 for A class shareholders only – as at 5pm (Melbourne time) 9th March 2004:

Item Direction No. of Votes

2.1 A class share redemption FOR 5,827

AGAINST 1,123

OPEN CHAIRMAN 1,414

OPEN OTHER 170

2.2 Maintaining “Grower” status FOR 6,069

AGAINST 1,019

OPEN CHAIRMAN 1,337

OPEN OTHER 159

2.3 Retiring directors of AWB (International) Limited seeking re-election

FOR 5,729

AGAINST 1,103

OPEN CHAIRMAN 1,436

OPEN OTHER 174

Voting procedures

1st Meeting

1st Meeting

1st Meeting

1st Meeting

1st Meeting

1st Meeting

2nd Meeting

Annual General Meeting of AWB Limited

• Financial Report, Directors’ Reports & Auditor’s Report

• Election of directors

• Ordinary resolution

• Special resolutions

2nd Meeting

Election of director of AWB Limited - WA

2nd Meeting

Election of director of AWB Limited - WA

Laurie Marshall Winston Crane Hendy Cowen Steve Chamarette

2nd Meeting

Proxy position for election of director of AWB Limited – WA as at 5pm (Melbourne time) 9th March 2004:

Item 1.2a Total

Open Chairman 114

Open Other 39

Voting procedures

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

Election of Director of AWB Limited – B class

2nd Meeting

Election of Director of AWB Limited – B class

Robert Barry Frank O’Connor Brett Cowell

2nd Meeting

Ordinary resolution:

Increase in non-executive directors’ remuneration

2nd Meeting

Special resolutions:

1. Casual vacancies for B class directors

2. A class share redemption

3. Maintaining “Grower” status

4. Retiring directors of AWB (International) Limited seeking re-election

2nd Meeting

Proxy position for election of director of AWB Limited – B class - as at 5pm (Melbourne time) 9th March 2004:

Election of a B class director

Item 1.2b Direction No. of Votes

Mr Robert Barry FOR 38,150,375

AGAINST 9,186,724

OPEN CHAIRMAN 10,502,081

OPEN OTHER 503,369

Mr Frank O’Connor FOR 4,600,436

AGAINST 28,017,908

OPEN CHAIRMAN 10,495,227

OPEN OTHER 503,369

Mr Brett Cowell FOR 23,424,725

AGAINST 21,298,228

OPEN CHAIRMAN 10,502,164

OPEN OTHER 503,369

2nd Meeting

Proxy position for ordinary resolution to increase non-executive directors’ remuneration - as at 5pm (Melbourne time) 9th March 2004:

Item Direction No. of Votes

1.3 Increase in non-executive directors’ remuneration

FOR 36,172,225

AGAINST 25,606,614

OPEN CHAIRMAN 6,672,294

OPEN OTHER 587

2nd Meeting Proxy position for four special resolutions for A & B class shareholders – as at 5pm (Melbourne time) 9th March 2004:

Item Direction No. of Votes

1.4a Casual vacancies for B class directors FOR 49,854,424

AGAINST 12,576,303

OPEN CHAIRMAN 11,633,878

OPEN OTHER 564,342

1.4b A class share redemption FOR 50,953,885

AGAINST 9,996,307

OPEN CHAIRMAN 11,279,371

OPEN OTHER 564,087

1.4c Maintaining “Grower” status FOR 48,948,401

AGAINST 12,307,750

OPEN CHAIRMAN 11,249,676

OPEN OTHER 559,793

1.4d Retiring directors of AWB (International) Limited seeking re-election

FOR 50,394,009

AGAINST 10,134,066

OPEN CHAIRMAN 11,491,057

OPEN OTHER 604,614

Voting procedures

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

2nd Meeting

Financial Report, Directors’ Reports & Auditor’s Report

3rd Meeting

Meeting of A class shareholders (NSW/ACT region) to elect a director of AWB (International) Limited

3rd Meeting

Election of Director of AWB (International) Limited – NSW/ACT region

Ian Donges

3rd Meeting

Proxy position for election of director of AWB (International) Limited – NSW/ACT region – as at 5pm (Melbourne time) 9th March 2004:

Item 3 Direction No. of Votes

Election of Mr Ian Donges to the office of Director of AWB (International) Limited for NSW/ACT

YES 1,099

NO 38

OPEN CHAIRMAN 173

OPEN OTHER 11

Voting procedures

3rd Meeting

3rd Meeting

3rd Meeting

3rd Meeting

3rd Meeting