29 May 2006

Company Announcements Platform Australian Stock Exchange Limited

Takeover Bid by Hatmore for Integrated Tree Cropping Limited

Hatmore Pty Ltd (ABN 12 096 553 909) hereby gives notice in accordance with item 8 of section 663(1) of the Corporations Act 2001 (Cth), that it's bidder's statement dated 12 May 2006, and an offer dated 26 May 2006, have been sent to each person who held securities in Integrated Tree Cropping Limited (ABN 79 069 762 634), as at the date set by Hatmore Pty Ltd (ABN 12 096 553 909) pursuant to section 633(2). as required by item 6 of section 633(1).

Please find enclosed a copy of the bidder's statement which was despatched to shareholders, which is the same form as lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Stock Exchanged on 12 May 2006 save for:

• the insertion of the particulars required by ASIC Class Order 00/344 and ASIC Class Order 00/2338; and
• other minor formatting and typographical corrections in accordance with Part F of ASIC Policy Statement 159.

Yours faithfully

Sonya Furey Company Secretary Hatmore Pty Ltd

Further information about the ITC Offer:

ITC Offer Information Line:

• 1300 790 712 within Australia; or
• +61 3 9415 4281 from outside Australia

Web site: www.futuris.com.au

Level 6, 27 Currie Street, Adelaíde, SA 5000 GPO Box 551 Adelaide SA 5001 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597

Futuris Corporation Limited A.B.N. 34 004 336 636

BIDDER'S STATEMENT

In relation to an off-market bid by

HATMORE PTY LTD ABN 12 096 553 909

a wholly owned subsidiary of

FUTURIS CORPORATION LIMITED ABN 34 004 336 636

in relation to

INTEGRATED TREE CROPPING LIMITED ABN 79 069 762 634

To acquire all of your ITC Shares for

three (3) FCL Shares for every five (5) ITC Shares held

or

\$1.30 in cash for every ITC Share held

Legal Advisers

IMPORTANT NOTICE

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT PLEASE CONSULT YOUR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE. THIS BIDDER'S STATEMENT IS DATED 12 MAY 2006 AND INCLUDES AN OFFER DATED 26 MAY 2006 WHICH WILL CLOSE AT 7PM (AUSTRALIAN EASTERN STANDARD TIME) ON 27 JUNE 2006 UNLESS EXTENDED.

INTENTIONALLY BLANK

TABLE OF CONTENTS

	TABLE OF CONTENTS	1
1.	IMPORTANT INFORMATION	3
2.	SUMMARY OF THE OFFER	4
3.	ISSUES VOU SHOULD CONSIDER	6
4.	THE TERMS OF THE OFFER	8
5.	INFORMATION IN RELATION TO HATMORE AND FCL	18
6.	SOURCES OF CONSIDERATION	30
7.	TAX	32
8.	INTENTIONS OF HATMORE	36
9.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES OFFERED	38
10.	RISKS	39
$\mathbf{11}$	FINANCIAL INFORMATION	43
12.	DETAILS IN RELATION TO ITC SECURITIES AND INTERESTS OF DIRECTORS AND ADVISERS	45
13.	ADDITIONAL INFORMATION	49
14.	DEFINED TERMS AND CONDITIONS	53
	CORPORATE DIRECTORY	58
	APPENDIX1

12 May 2006

Dear ITC Shareholder,

On 11 May 2006, Futuris Corporation Limited (FCL), through its wholly owned subsidiary Hatmore Pty Ltd (Hatmore), announced its intention to make an offer for all of the shares it does not already own in Integrated Tree Cropping Limited (ITC).

I would like to briefly outline why FCL and Hatmore are offering to buy your shares in ITC and the benefits to you.

By way of background, FCL has been involved in ITC for over 4 years, initially as a financier and then as its major shareholder.

The FCL Group provided finance and support when ITC's performance and management team were burdened by excessive debt. With FCL's support ITC listed on the ASX and successfully completed a number of capital raisings. In the process, ITC developed from a business solely focussed on managed investment schemes to an integrated timber company that is now acknowledged as an industry leader.

Unfortunately, ITC's progress and potential has not been fully reflected in its share value, which has been affected by uncertainty about regulatory change and about its capacity to meet the capital requirements of its business growth and corporate opportunities.

The Hatmore offer aims to give ITC shareholders the opportunity to access a premium price now, and give ITC an ownership structure with the resources to better meet its growth requirements.

The Scrip Consideration is valued at \$1.35 per share based on an imputed price for FCL Shares of \$2.25. The offer represents a 30% premium over ITC's price of \$1.04 immediately prior to the announcement on 11 May 2006 and $25\%$ over the three (3) month volume weighted average price (VWAP) of \$1.08 per ITC Share to 10 May 2006. The FCL share price immediately prior to this announcement was \$2.25 and the three (3) month VWAP to 10 May 2006 was \$2.26 per share.

The Cash Consideration represents a premium of 25% over ITC's price of \$1.04 immediately prior to the announcement and 20% over the three (3) month VWAP of \$1.08 per share on 10 May 2006.

Should you choose to accept and elect the Scrip Consideration, you will be able to maintain an interest in ITC through the shareholding you gain in FCL.

Our offer for your ITC shares is detailed in the following Bidder's Statement. I encourage you to lodge your Acceptance Form early.

On behalf of the Directors of FCL, I invite you to consider this investment opportunity.

Yours faithfully,

Stephen Gerlach Chairman, Futuris Corporation Limited

$\mathbf{1}$ . IMPORTANT INFORMATION

This Statement is given by Hatmore Pty Limited ABN 12 096 553 909 ("Hatmore") to Integrated Tree Cropping Limited ABN 79 069 762 634 ("ITC") under Part 6.5 of the Corporations Act. It sets out the disclosures required by the Corporations Act together with the terms and conditions of the Offer.

This Statement is dated 12 May 2006 and has been approved by a unanimous resolution passed by the directors of Hatmore and FCL on 10 May 2006. It includes an Offer dated 26 May 2006 on the terms set out in section 2 of this Statement.

Key Dates

Lodgement Date	12 May 2006
Offer Opens	26 May 2006
Offer Closes (unless extended)	27 June 2006

ASIC

A copy of this Statement was lodged with ASIC on 12 May 2006. Neither ASIC nor any of its officers take any responsibility as to the contents of this Statement. A copy of this Statement has also been provided to the ASX.

Investment Decision

This Statement does not take into account your individual investment objectives, financial situation or particular needs. You may wish to seek independent legal, financial and taxation advice before making a decision as to whether or not to accept the Offer for your ITC Shares.

Forward Looking Statements

Some sections of this Statement may contain forward looking statements. Any forward looking statements reflect views held by FCL and Hatmore only at the date of this Statement. These forward looking statements are only predictions and are subject to inherent risks, uncertainties and assumptions which could cause actual events or results to differ significantly from the events and results presented as forward looking statements in this Statement. Such deviations are natural results of the economic climate and are to be expected. Except to the extent required at law, no person named in this Statement or involved in the preparation of this Statement, including the directors and officers of FCL and Hatmore, and the financial and legal advisers to FCL and Hatmore, make any representation as to the accuracy or likelihood of fulfilment of any forward looking statement, including the achievement or occurrence of any results or events expressed or implied in such statements.

Defined Terms

A number of defined terms have been used in this Statement. Those terms are capitalised and explained in the Glossary in section 14 of this Statement.

$\overline{2}$ . SUMMARY OF THE OFFER

This summary should be read in conjunction with the remainder of this document.

The Offer

Hatmore, a wholly owned subsidiary of FCL, is offering to acquire all of your ITC Shares

What price do I receive for my ITC Shares?

Hatmore is offering:

• 3 FCL Shares for every 5 ITC Shares held; or $\bullet$
• \$1.30 in cash for every ITC Share held.

Closing Date

Unless withdrawn or extended the Offer is open until 7pm (Australian Eastern Standard Time) on 27 June 2006.

What Conditions Apply to the Offer?

The Offer is only subject to the statutory condition which applies under the Corporations Act in relation to the quotation of securities offered as the Scrip Consideration. The statutory condition is not a defeating condition and therefore the Offer is unconditional.

The statutory condition is set out in section 4.7 of this Statement.

How do I Accept?

If your ITC Shares are in a CHESS Holding, then you can complete and return the Acceptance Form or instruct your Broker or other Controlling Participant to accept the Offer on your behalf.

Otherwise, please complete the Acceptance Form in accordance with the instructions on it and return it in the reply-paid envelope provided.

When Can I Accept?

The Offer opens on 26 May 2006 and can be accepted at any time during the Offer Period, which, unless the Offer is withdrawn or extended in accordance with the provisions of the Corporations Act, ends at 7pm (Australian Eastern Standard Time) on 27 June 2006. You will then receive payment of your consideration in accordance with the terms and conditions set out in this Statement.

Further Information

If you have any questions regarding your ITC Shares, the Offer or how to accept the Offer you should contact your financial or other professional adviser. Alternatively you may during the Offer Period call the Offer Hotline on:

• $\bullet$ 1300 790 712 - for callers within Australia; or
• $\bullet$ + 61 (03) 9415 4281 for callers outside Australia,

or send an email to [email protected].

All calls to the Offer Hotline will be recorded in accordance with the requirements under the Corporations Act.

$\overline{3}$ . ISSUES VOU SHOULD CONSIDER

$3.1$ Why Should I Accept the Offer?

Attractive Premium

The value of the Offer per ITC Share represents:

If you accept the Scrip Consideration:

• 28% premium to ITC's closing share price on 10 May 2006
• 27% premium to ITC's one (1) month VWAP to 10 May 2006 $\bullet$
• $24\%$ premium to ITC's two (2) month VWAP to 10 May 2006
• 25% premium to ITC's three (3) month VWAP to 10 May 2006 $\bullet$
• 26% premium to ITC's four (4) month VWAP to 10 May 2006

If you accept the Cash Consideration:

• 23% premium to ITC's closing share price on 10 May 2006 $\bullet$
• $23\%$ premium to ITC's one (1) month VWAP to 10 May 2006 $\bullet$
• 19% premium to ITC's two (2) month VWAP to 10 May 2006 $\bullet$
• 20% premium to ITC's three (3) month VWAP to 10 May 2006
• 22% premium to ITC's four (4) month VWAP to 10 May 2006

If you select Scrip Consideration:

• Greater liquidity in your investment through holding FCL Shares compared with ITC Shares.
• The combined FCL Group will be better able to fund, and benefit from, the $\bullet$ significant growth opportunities before ITC. ITC, due to its smaller balance sheet, shareholder base and capital resources, has a lower capacity to raise capital and fund growth opportunities. The combined group will have a conservative capital structure with low gearing and strong operating cash flows, leaving it in a strong position to raise the funding that can fulfil the growth potential in the business.
• If Hatmore proceeds to acquire all ITC Shares other synergies that can be expected as a wholly owned member of the FCL Group.
• Greater diversification of risk through the balancing of ITC's forestry $\bullet$ interests with other broader agribusiness interests within the FCL Group.

You may be eligible for CGT rollover relief under the Tax Act. The Tax Act allows you to elect CGT roll-over relief where the post-CGT shares you own are replaced with other shares, for example where there is a company takeover. You can only make an election under the roll-over relief if you would otherwise have made a capital gain from the exchange. It is a condition of these provisions that the acquiring entity (in this case, Hatmore) becomes the owner of $80\%$ or more of the target (in this case, ITC). Please refer to section 7 in relation to tax matters generally.

If you select Cash Consideration

The Offer represents a guaranteed cash consideration for your ITC Shares if you select Cash Consideration. If you accept the Offer you will be guaranteed \$1.30 cash per ITC Share.

No Brokerage

You will not incur any brokerage charges if you accept the Offer for your ITC Shares, however if you sell your ITC Shares on the market you may incur brokerage charges and GST on the sale.

$3.2$ What Happens if I Do Not Accept the Offer?

If you choose not to accept the Offer, either of the following will result:

• if Hatmore and its Associates do not obtain a relevant interest of 90% or more of the total ITC Shares on issue as a result of the Offer, you will remain a minority shareholder of ITC. It is likely that the minority position of the ITC shareholders will be diminished and the liquidity of your ITC Shares reduced if other ITC shareholders do accept the Offer; or
• if Hatmore and its Associates obtain a relevant interest in ITC of 90% or $\bullet$ more of the total ITC Shares on issue as a result of the Offer, Hatmore intends to proceed with compulsory acquisition of your ITC Shares in accordance with the Corporations Act.

To compulsorily acquire your ITC Shares, Hatmore must give a notice to you informing you about the compulsory acquisition procedure. Hatmore must dispatch the notices either during the Offer Period or within one (1) month after the end of the Offer Period.

Hatmore must acquire your ITC Shares under compulsory acquisition on the same terms which apply under the Offer. If you fail to make an election about the form of consideration you want to receive (Scrip Consideration or Cash Consideration), Hatmore will specify which form of consideration is to apply under compulsory acquisition.

$\overline{4}$ . THE TERMS OF THE OFFER

$4.1$ The Offer

• Hatmore offers to acquire all your ITC Shares on the terms and subject $(a)$ to the conditions set out in this Statement. Unless you are a person to whom section $653B(1)(b)$ of the Corporations Act applies (see section 4.4 of this Statement) you cannot accept this Offer for a portion of your ITC Shares.
• $(b)$ The consideration offered by Hatmore for the acquisition of all of your ITC Shares is either:
• 3 FCL Shares for every 5 ITC Shares held ("Scrip $(i)$ Consideration"); or
• (ii) \$1.30 cash for every ITC Share held ("Cash Consideration").

Where a shareholder is entitled to a proportion of an FCL Share as a result of the consideration offered, that entitlement will be rounded up to the nearest whole number. You may elect to receive your consideration as either all Scrip Consideration, all Cash Consideration or a combination of Scrip Consideration and Cash Consideration.

• $(c)$ If Hatmore acquires your ITC Shares under this Offer, Hatmore will be entitled to all Rights in respect of those ITC Shares.
• This Offer extends to: $(d)$
• $(i)$ all ITC Shares which exist (or will exist) as at the Register Date; and
• (ii) any ITC Shares which may be issued after the Register Date and prior to the close of the Offer Period pursuant to the exercise of any ITC Options.
• The Offer does not extend to the ITC Options or ITC Option holders $(e)$ themselves.
• This Offer is dated 26 May 2006. $(f)$
• To accept this Offer, please follow the instructions in section 4.3 of this $(\mathfrak{g})$ Statement.

$4.2$ Offer Period

(a) Unless withdrawn or extended, this Offer will remain open for acceptance during the period commencing on the date of this Offer being 26 May 2006, and ending at 7pm (Australian Eastern Standard Time) on 27 June 2006.

(b) Hatmore may, in accordance with the Corporations Act, extend the period during which this Offer remains open for acceptance.

$4.3$ How to accept the Offer

$(a)$ Method of Acceptance

How you accept this Offer will depend on whether your ITC Shares are in an Issuer Sponsored Holding or a CHESS Holding.

$(b)$ CHESS Holdings

If your ITC Shares are in a CHESS Holding, then to accept this Offer you should complete and sign the Acceptance Form in respect of those ITC Shares which are in the CHESS Holding in accordance with the instructions on it and return it to the address specified in section $4.3(f)$ of this Statement together with all other documents required by those instructions. This will authorise Hatmore to instruct your Controlling Participant to initiate acceptance of this Offer on your behalf. For return of the Acceptance Form to be an effective acceptance of the Offer, you must ensure it is received by Hatmore in time for Hatmore to give instructions to your Controlling Participant, and for your Controlling Participant to carry out those instructions, before the end of the Offer Period.

You may instead, or in addition, comply with the ASTC Settlement Rules to accept the Offer. To accept in accordance with those rules, you must:

• instruct your Controlling Participant (normally your Broker) to $(i)$ initiate acceptance of the Offer; or
• if you are a Controlling Participant, initiate acceptance, $(ii)$

in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period.

You are taken to accept the Offer when the Controlling Participant accepts the Offer in accordance with the ASTC Settlement Rules.

Issuer Sponsored or Unregistered Holdings $(c)$

If your ITC Shares are in an Issuer Sponsored Holding or if at the time of acceptance you are entitled to be (but are not yet) registered as the holder of your ITC Shares, then to accept this Offer you must:

• complete and sign the Acceptance Form in accordance with the $(i)$ instructions on it; and
• $(ii)$ send the Acceptance Form together with all other documents required by the instructions on it to the address specified in

section $4.3(f)$ of this Statement so that they are received at that address before the end of the Offer Period.

CHESS Holdings, Issuer Sponsored Holdings and unregistered $(d)$ holdings

If some of your ITC Shares are in a CHESS Holding and some of your ITC Shares are in an Issuer Sponsored Holding or if at the time of acceptance you are entitled to be (but are not yet) registered as the holder of some of your ITC Shares, your acceptance of this Offer will require action under both sections $4.3(b)$ and $4.3(c)$ of this Statement in relation to the separate parcels of your ITC Shares.

Nominee holdings $(e)$

If your ITC Shares are registered in the name of a nominee such as an investment adviser, dealer, bank or trust company you should contact that nominee for assistance in accepting this Offer.

$(f)$ Address

The mailing address for return of the Acceptance Form is:

Hatmore Pty Ltd c/- Computershare Investor Services Pty Ltd GPO Box 1903 ADELAIDE SA 5001

Or hand deliver to:

Hatmore Pty Ltd c/- Computershare Investor Services Pty Ltd Level 5, 115 Grenfell St ADELAIDE SA 5000

A reply-paid envelope is enclosed for your convenience.

The transmission of the Acceptance Form and other documents is at your own risk. No acknowledgment of receipt of documents will be given.

If your Acceptance Form is returned by post, it will be deemed to have been received in time if the envelope in which it is sent is received by Hatmore before the end of the Offer Period.

Acceptance Form $(g)$

The Acceptance Form which accompanies this Offer forms part of the Offer and its requirements must be observed in the acceptance of the Offer.

$(h)$ Foreign Shareholders

If your address as shown in the ITC share register is a place outside Australia and its external territories then you are not entitled to receive FCL Shares by reason of your acceptance of the Offer and you will be a foreign security holder for the purposes of section $4.3(i)$ of this Statement. If you are a foreign security holder and you accept the Offer of FCL Shares, Hatmore will arrange for a nominee sale in accordance with section 4.3(i) of this Statement.

$(i)$ Nominee Sale

If any foreign security holder accepts the Offer for FCL Shares, Hatmore will:

• (i) arrange for the issue to a nominee approved by ASIC of the number of FCL Shares to which you and all other foreign security holders would have been entitled:
• (ii) cause those FCL Shares to be offered for sale on the ASX as soon as practicable after the end of the Offer Period and otherwise in such manner, at such price and on such terms as are determined by the nominee: and
• (iii) cause the amount ascertained in accordance with the formula below to be paid to you:

net proceeds of sale x

where:

net proceeds of sale is the amount remaining after deducting the expenses of sale and of appointing the nominee from the total proceeds of sale of the FCL Shares issued to the nominee under this section;

A is the number of FCL Shares which would, but for this section, have been issued to you; and

B is the total number of FCL Shares issued to the nominee under this section.

$4.4$ Who may accept

• The Offer is being made to each holder of ITC Shares registered in the (a) ITC share register on the Register Date and extends to any person who becomes registered or entitled to be registered as the holder of any ITC Shares during the Offer Period either pursuant to a transfer of ITC Shares or pursuant to the exercise of any ITC Options.
• Pursuant to section $653B(1)(b)$ of the Corporations Act, a person who $(b)$ holds one or more parcels of ITC Shares as trustee or nominee for, or

otherwise on account of, another person may accept as if a separate offer had been made in relation to:

• $(i)$ each of those parcels; and
• $(ii)$ any parcel they hold in their own right.
• $(c)$ For the purposes of section 653B(2) of the Corporations Act and this Offer^-
• a person is taken to hold ITC Shares if the person is, or is entitled $(i)$ to be, registered as the holder of the ITC Shares; and
• a person is taken to hold ITC Shares on trust for, as nominee for $(ii)$ or on account of another person if they:
  • are entitled to be registered as the holder of particular Α. ITC Shares: and
  • $B₁$ hold their interest in the ITC Shares on trust for, as nominee for or on account of that other person.
• If, under section $653B(1)(b)$ of the Corporations Act, a person may $(d)$ accept as if a separate offer is taken to be made to a person for a parcel of ITC Shares within a holding, an acceptance of that Offer is ineffective unless:
• $(i)$ the person gives Hatmore a notice stating that the ITC Shares consist of a separate parcel; and
• the acceptance specifies the number of ITC Shares in the parcel. $(ii)$
• $(e)$ Pursuant to section 653B(6) of the Corporations Act, a person may, at the one time, accept for two (2) or more parcels of ITC Shares under section 653B of the Corporations Act as if there had been a single offer for a separate parcel consisting of those parcels.
• $(f)$ Pursuant to section 619(3) of the Corporations Act, and subject to sections $4.3(h)$ and $4.3(i)$ of this Statement, foreign security holders are not being offered FCL Shares pursuant to the Offer. If you are a foreign security holder please refer to sections $4.3(h)$ and $4.3(i)$ of this Statement.

$4.5$ Payment of consideration

If you accept the Offer and provide any documents required by the $(a)$ Acceptance Form, Hatmore will provide the consideration payable to you within seven (7) days after the Offer is validly accepted by you pursuant to section 4.3 of this Statement.

• (b) If you accept the Offer but fail to provide all of the documents required by the Acceptance Form, the period set out in section $4.5(a)$ of this Statement, will commence upon receipt of the required documentation.
• $(c)$ If you accept the Offer and elect to receive the Cash Consideration, Hatmore will arrange for a cheque to be drawn in Australian currency in your favour for the amount of cash payable to you in accordance with this Offer and send the cheque to you at the address shown on the Acceptance Form by pre-paid mail within the period set out in section $4.5(a)$ or section $4.5(b)$ of this Statement.
• $(d)$ If you accept the Offer and elect to receive the Scrip Consideration, subject to section 4.3(i) of this Statement, a holding statement for the FCL Shares to which you become entitled by accepting this Offer will be sent by pre-paid mail to your address as shown on the Acceptance Form.
• $(e)$ If, at the time of acceptance of the Offer, any authority or clearance of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under the Offer, or you are a resident of a place to which, or a person to whom Restrictive Legislation applies to make it unlawful for Hatmore to provide you the consideration for your ITC Shares, then acceptance of the Offer will not create any right contractual or contingent to receive the consideration unless and until the requisite authorities or clearances are in place.
• Upon acceptance of this Offer, Hatmore will become entitled to all of $(f)$ your Rights in relation to your ITC Shares (accruing on or after the date this Statement is lodged with ASIC) as well as your ITC Shares. Accordingly, you must give Hatmore all documents that Hatmore needs to give Hatmore title to those Rights. If you do not give those documents to Hatmore, or if you have received the benefit of those Rights, Hatmore will be entitled to deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by Hatmore) of those Rights. If Hatmore does not, or cannot, make such a deduction, you must pay that amount to Hatmore.
• If at the time of acceptance of the Offer you are a foreign shareholder $(g)$ Hatmore will arrange for a nominee approved by ASIC to forward the proceeds of the sale of the FCL Shares you would have otherwise received to you in accordance with the procedure set out in section 4.3(i) of this Statement.

4.6 Defeating Condition

This Offer is not subject to any defeating conditions.

$4.7$ Statutory Condition

In accordance with section 625(3) of the Corporations Act this Offer and any contract that results from the acceptance of it are subject to a condition that:

• $(a)$ an application for admission to Quotation for the FCL Shares offered being made within seven (7) days of the Statement being served on ITC; and
• (b) permission for admission to Ouotation for the FCL Shares to be issued to ITC shareholders accepting this Offer is granted by ASX no later than seven (7) days after the end of the Offer Period.

Please note: pursuant to section $625(3)(d)$ of the Corporations Act the Offer may not be freed from this condition. If this condition is not fulfilled, all contracts resulting from acceptance of the Offer will be automatically void.

4.8 Effect of Acceptance

• $(a)$ By signing and returning an Acceptance Form, you will or will be deemed to have:
• subject to any right of withdrawal that may arise under the $(i)$ Corporations Act, irrevocably accepted the Offer in respect of all your ITC Shares (notwithstanding any difference between that number and the number of ITC Shares shown in the Acceptance Form) and agreed to the terms and conditions of the Offer to sell those ITC Shares;
• $(ii)$ agreed to transfer all of your ITC Shares to Hatmore in accordance with the terms set out in this Statement:
• (iii) irrevocably authorised Hatmore (by its directors, servants or agents) to alter or complete the appropriate Acceptance Form on your behalf by inserting correct details of your ITC Shares, filling in any blanks remaining on the Acceptance Form and rectifying any errors in, and omissions from, the Acceptance Form as may be necessary to make the Acceptance Form a valid acceptance of the Offer and to enable registration of the transfer of your ITC Shares to Hatmore;

• (iv) represented and warranted to Hatmore, as a condition of the contract resulting from your acceptance, that, if at the time of acceptance and at the time of transfer to Hatmore you are the legal owner but not the beneficial owner of your ITC Shares:

  • Α. the beneficial holder has not sent a separate acceptance of the Offer in respect of your ITC Shares;
  • $B₁$ the number of ITC Shares you have specified as being the entire holding of ITC Shares you hold on behalf of the particular beneficial holder is in fact such entire holding; and

• $C.$ that you are irrevocably and unconditionally entitled to transfer your ITC Shares, and to assign all of the beneficial interest therein to Hatmore;

• represented and warranted to Hatmore, as a condition of the $(v)$ contract resulting from your acceptance, that at the time of acceptance and at the time of transfer to Hatmore:
• you have paid to ITC all amounts which at the time of A. acceptance have fallen due for payment in respect of vour ITC Shares:
• B. all of your ITC Shares are fully paid and are free from all mortgages, charges, liens and other encumbrances of any nature and restrictions on transfer of any kind; and
• C. you have full power and capacity to sell and transfer all of your ITC Shares;
• upon acceptance of this Offer, irrevocably appointed Hatmore and $(vi)$ each director of Hatmore from time to time severally as your agent and attorney for you and on your behalf to do all such things which you could lawfully do in relation to your ITC Shares or in exercise of any right derived from the holding of your ITC Shares, including (without limiting the generality of the foregoing):
• $A.$ attending and voting in respect of your ITC Shares at any and all general meetings of ITC;
• $B.$ requisitioning the convening of any meeting of ITC and convening a meeting pursuant to any such requisition;
• $C.$ proposing or seconding any resolution to be considered at any meeting of ITC;
• notifying ITC that your address in the records of ITC for D. all purposes, including the despatch of notices of meeting, annual reports and dividends, should be altered to an address nominated by Hatmore;
• $E.$ receiving from ITC, or any other party, and retaining any documents which were held by ITC, or any other party;

• $F.$ executing all forms, notices, instruments (including an instrument appointing a director of Hatmore as a proxy in respect of all of your ITC Shares) and resolutions relating to your ITC Shares and generally to exercise all powers and rights which you may have as a security holder and perform such action as may be appropriate in order to vest good title in your ITC Shares in Hatmore;

• G. appointing a proxy or proxies to attend and vote on your behalf in respect of your ITC Shares at any general meeting of ITC; and

• $H_r$ doing all things incidental or ancillary to any of the foregoing,

and to have agreed that, in exercising such powers, Hatmore and each director of Hatmore is entitled to act in the interests of Hatmore as the intended registered and beneficial holder of your ITC Shares:

• (vii) agreed not to attend or vote in person at any general meeting of ITC or to exercise, or purport to exercise (in person, by proxy or otherwise) any of the powers conferred on the directors of Hatmore by section $4.8(a)(vi)$ of this Statement;
• (viii) if any of your ITC Shares are in a CHESS Holding, irrevocably authorised Hatmore to:
• A. instruct your Controlling Participant to initiate acceptance of this Offer in respect of all such ITC Shares in accordance with the ASTC Settlement Rules; and
• $B.$ give any other instructions in relation to those ITC Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant; and
• (ix) if at the time of acceptance of this Offer your ITC Shares are in a CHESS Holding, authorised Hatmore to cause a message to be transmitted to ASTC in accordance with ASTC Settlement Rule 14.17.1 so as to transfer your ITC Shares to Hatmore's Takeover Transferee Holding, with effect from the date that this Offer or any contract resulting from acceptance of this Offer is declared free from all its conditions, or those conditions are satisfied. Hatmore shall be so authorised even though at the time of such transfer it has not paid the consideration due to you under this Offer.
• $(b)$ If the Acceptance Form is signed under power of attorney, the attorney will have declared that the attorney has no notice of revocation of the power and is empowered to delegate powers under the power of attorney under sections $4.8(a)(iii)$ , $4.8(a)(iv)$ and $4.8(a)(vi)$ of this Statement.
• $(c)$ Except in relation to ITC Shares in a CHESS Holding, Hatmore may in its absolute discretion (but is not obliged to) at any time deem the receipt by it of an Acceptance Form to be a valid acceptance of an Offer even if you omit to include information or there is not compliance with any one or more of the other requirements for acceptance but, if it does

so, then subject to section $4.5(b)$ of this Statement, Hatmore is not obliged to make the consideration available to you until all of the requirements for acceptance have been met.

4.9 Variation

Hatmore may at any time, from time to time, vary this Offer in accordance with the Corporations Act.

4.10 Withdrawal

Hatmore may withdraw this Offer at any time with the written consent of ASIC, which consent may be given subject to such conditions (if any) as are specified in the consent.

$4.11$ Costs and expenses

Hatmore will pay all costs and expenses of the preparation and circulation of the Offer.

4.12 Notices

Subject to the Corporations Act, a notice or other communication given by Hatmore to you in connection with this Offer shall be deemed to be duly given if it is in writing and:

• $(a)$ is delivered at your address as recorded on the share register of ITC or the address shown in the appropriate Acceptance Form; or
• is sent by pre-paid ordinary mail, or in the case of an address outside $(b)$ Australia by pre-paid airmail, to you at either of those addresses.

$\overline{5}$ . INFORMATION IN RELATION TO HATMORE AND FCL

$5.1$ Company Overview and History

		Agribusiness —		Automotive	Property
		(55% shareholding)	(43% shareholding)
$EBIT** share$ $\%$	65%	15%	$n/a^*$	22%	$(2)\%$
Core activities	Integrated rural service delivery including: sale and supply of farm inputs marketing of $\bullet$ farm outputs feedlot operation wool export, ٠ handling and processing real estate banking insurance	Hardwood timber plantation operation and marketing. Sustainable harvesting and processing of hardwood timber	Beef production	Tier One supplier of interior systems for passenger vehicles and heating, ventilation and cooling units for public transport venieles	Development of residential. commercial and industrial property
Key client and customer sectors	Australian rural sector. Buyers of Australian agricultural produce	Managed Investment Scheme (MIS) investors, woodfibre buyers. Hardwood timber users	Beef consumers	Automobile, train and bus manufacturers	Private and commercial property users
Key business drivers	Production, prices and demand for Australian agricultural produce	Demand for plantation grown woodfibre. MIS investment in timber. Building & construction activity	Beef demand and prices	Demand for passenger car, rail and bus vehicles.	Property demand in relevant sectors
Regions of operation	Australia New Zealand	Australia	Australia	Australia Malaysia	Western Australia South Australia

$\frac{1}{2}$ $n/a$ = not applicable. FCL's share of AACo's financial results is equity accounted within the Elders result. $\frac{1}{2}$

Indonesia

Philippines

Germany

Turkey hafy Korea

China

Based on the half year ended 31 December 2005. Excludes contribution from Investment and Other segment. Underlying earnings before interest and tax (EBIT) does not include net proceeds from asset sales.

Hatmore is a wholly owned subsidiary of FCL and was formed for the purpose of holding investments.

Thailand

China

United Kingdom

United States

New South Wales

FCL is a leading Australian diversified industrial company with a market capitalisation of approximately A\$1.5 billion, annual revenue of approximately A\$3.2 billion and approximately 6,600 employees. Headquartered in Adelaide, South Australia, FCL is a member of the S&P/ASX100 index with operations in Australia, New Zealand, Asia, the US and Europe.

FCL was incorporated in 1955. After an initial focus on manufacturing, FCL now manages a portfolio of businesses, which has a growing emphasis on rural services and primary production. FCL's three key business segments are Agribusiness, Automotive and Property.

$5.2$ Overview of FCL Group

FCL has recently issued the following public documents and refers ITC shareholders to these documents for further information on the activities of FCL.

• $\bullet$ FCL Prospectus in relation to an offer to purchase Futuris Hybrids, dated 28 February 2006;
• $\bullet$ FCL 2006 Half Year Report and Results Presentation; and
• FCL 2005 Annual Report and Results Presentation.

Copies of these documents are available from FCL's website at www.futuris.com.au.

Copies of documents lodged with ASIC in relation to FCL may be obtained from, or inspected at, an ASIC office.

53 Information about FCL Group

FCL is admitted to the official list of the ASX and is a disclosing entity for the purposes of the Corporations Act. As a disclosing entity, it is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

FCL must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purpose of the ASX making the information available to investors on the ASX website. FCL has an obligation under the Listing Rules (subject to certain limited exceptions) to notify the ASX immediately of any information concerning it of which it becomes aware and which a reasonable person would expect to have a material effect on the price or value of its quoted securities. FCL Shares have been quoted on ASX during the 12 months prior to the date of this Statement.

By reason of the fact that FCL Shares are being offered as consideration for the acquisition of ITC Shares, the Corporations Act requires that this Statement must include all information that would be required for a prospectus for an offer of FCL Shares under sections 710 to 713 of the Corporations Act. FCL is not required to issue a prospectus for the offer of the FCL Shares as the Offer is occurring under a takeover bid.

For this reason, FCL is only required to disclose information in this Statement that would usually be required where its shares have been continuously quoted securities.

In general terms, as FCL's Shares are continuously quoted securities, this Statement is only required to contain information in relation to the effect of the Offer on FCL and the rights and liabilities attaching to the FCL Shares. It is not necessary to include general information in relation all of the assets and liabilities, financial position and performance, profits and losses or prospects of FCL unless such information has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and it is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of such matters and the rights and liabilities attaching to the FCL Shares.

Information that is already in the public domain has not been reported in this Statement other than that which is considered necessary to make this Statement complete.

Other than information contained in this Statement, there is no information which has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and is information that an ITC shareholder or a professional adviser to an ITC shareholder would reasonably require for the purposes of making an informed assessment of:

• $(a)$ the assets and liabilities, financial position and performance, profits and losses and prospects of FCL; or
• (b) the rights and liabilities attaching to the FCL Shares.

$5.4$ Business Segments of the FCL Group

Agribusiness $(a)$

The Agribusiness division mainly comprises the Elders Group business and its associates and joint ventures as well as Australian Agricultural Company Ltd and the ITC Group. Combined, the Agribusiness division contributed 80% of FCL's underlying EBIT for the six (6) months ended December 2005.

Elders Group: The Elders Group is a market leader in the provision of agricultural services to rural and regional Australia. Through a network of over 230 branches, the Elders Group provides Australian farmers with an integrated service, offering the supply of financial services and farm inputs and the marketing and sale of farm outputs.

The Elders Group is FCL's main business accounting for 65% of underlying EBIT for the six (6) months ended December 2005, offering rural producers a broad range of products and services including merchandise, livestock, wool, financial services, real estate and grain.

The Elders Group also has various investments and joint ventures in a number of businesses including:

Elders Rural Bank Ltd: Elders Rural Bank is a 50/50 joint venture between FCL and Bendigo Bank, committed to providing financial services specifically geared to the needs of primary and rural customers through a combination of rural distribution networks.

Hi-Fert Pty Ltd: ELF Australia Pty Ltd, a 50/50 joint venture between the Elders Group and Landmark Rural Holdings Limited, owns Hi-Fert, one of the largest fertiliser manufactures and distributors in Australia with an extensive network covering eastern Australia.

Webster Ltd: Elders owns 23% of Webster, one of Australia's leading horticultural producers focused on supply chain management and brand development.

Equity Trustees Ltd: Elders has a 14% shareholding in Equity Trustees, a financial services company, to support the development of Elders' wealth management business.

Bremer Woll-Kämmerei AG (BWK) and Australian Wool Handlers Ltd (AWH): BWK and AWH are leading wool operations that provide services such as wool export, handling and processing.

Australian Agricultural Company Limited: FCL owns 43% of Australian Agricultural Company Limited $(AAC₀)$ , which is the largest beef production company in Australia. AACo supplies cattle to both the Australian and international livestock and processed meat markets involving a herd of approximately 500,000 cattle spread across 24 properties, with a total area of 8 million hectares and two feedlots. AACo is listed on the ASX.

AACo operates its cattle properties under an integrated system where the natural features of different locations are utilised for breeding, growing and finishing activities. AACo produces superior quality livestock and maintains quality assurance accreditation throughout its operations.

ITC: FCL (through Hatmore) currently holds a 55% interest in ITC, which provided 15% of FCL's underlying EBIT for the six (6) months ended December 2005. ITC is an integrated hardwood timber plantation and processing company. ITC is one of Australia's largest hardwood plantation managers, as measured by estate size, managing over 140,000 hectares of hardwood estate, spread across plantations in Western Australia, Victoria, South Australia and Queensland. ITC is listed on the ASX.

In September 2004, ITC merged with Neville Smith Group (NSG), Australia's largest privately owned hardwood processing business. NSG's operations facilitated ITC's evolution into a timber group engaged in the full spectrum of activities along the timber value chain. NSG is also a 50% interest holder in the Tasmanian Fibre Project, a woodfibre production facility in Bell Bay with capacity of 300,000 tonnes per annum.

Under the Offer, FCL seeks to increase its ownership interest in ITC.

$(b)$ Automotive

Futuris Automotive Group is one of the largest suppliers to the Australian motor vehicle manufacturing industry, accounting for 22% of FCL's underlying EBIT for the six (6) months ended December 2005. It supplies interior systems components to GM Holden, Ford and Mitsubishi. With plants located in South Australia and Victoria, Futuris Automotive Group produces and supplies components such as seats, seat tracks, window regulators, pedal boxes, steering columns and carpets.

In addition to interior systems, Futuris Automotive Group also has two other operations:

Global Thermal Systems: a 35% interest in Air International Thermal Systems, a supplier of thermal systems to the Australian, North American and Chinese automotive sectors. Prior to January 2005, Futuris Automotive owned 100% of Global Thermal Systems, 65% of which was subsequently divested based on an enterprise value of \$275 million.

Rail and Bus: is a supplier of mass transit thermal systems with a presence in Australia, UK, Malaysia and Thailand.

$(c)$ Property

FCL conducts limited property development through its wholly owned Property Development. subsidiary Caversham Caversham Property Development is engaged in the identification, development and marketing of with particular focus on retirement villages, properties. residential developments and commercial property assets in the Western Australian, South Australian and New South Wales markets. Caversham's current projects include the City Central commercial re-development in the Adelaide CBD and retirement village developments on the eastern seaboard.

$5.5$ FCL Securities

At the date of this Statement, FCL has on issue:

• $-667,830,299$ ordinary fully paid shares (FCL).
• 1,500,000 Futuris Hybrids (FCLPA). $\bullet$

A Futuris Hybrid is a perpetual, subordinated, convertible unsecured note which entitles the holder to receive a distribution each quarter, subject to the FCL Directors resolving to pay a distribution for that quarter. In certain circumstances a Futuris Hybrid may be converted into FCL Shares or sold by FCL to third parties for cash.

60,404,800 Futuris Convertible Notes maturing 31 December 2007 (FCLGA).

Futuris Convertible Notes are unsecured subordinated redeemable convertible notes. Unless converted or redeemed at an earlier date, the Futuris Convertible Notes will be redeemed at \$2.40 each on 31 December 2007.

No Options	Exercise Price	Expiry Date
950,000	\$1.68	01/10/06
900,000	\$1.23	24/10/07
750,000	\$1.51	31/10/07
350,000	\$1.71	07/10/08
3,425,000	\$1.68	31/10/09
3,590,000	\$2.06	04/10/10
2,000,000	\$1.37	01/07/13
1,500,000	\$2.06	25/10/15
13,465,000

13,465,000 options over ordinary shares held by various current and $\bullet$ former employees with terms as set out in the following table:

5.6 Trading of FCL Shares

The closing sale price of FCL Shares on the ASX on 10 May 2006 (being the last trading day before the date of on which the Company announced its intention to make the Takeover Bid) was \$2.23.

The highest recorded sale price of FCL Shares on the ASX in the four (4) months before the date on which the Company announced its intention to make the Takeover Bid was \$2.38. The lowest recorded sale price of FCL Shares on the ASX in the four (4) months before the date on which the Company announced its intention to make the Takeover Bid was \$1.96.

The volume weighted average share price of the FCL Shares on the ASX:

• Over the last four (4) months to $10$ May $2006$ was \$2.22. $\bullet$
• $\bullet$ Over the last three (3) months to 10 May 2006 was \$2.26.
• Over the last two $(2)$ months to 10 May 2006 was \$2.25. $\bullet$
• Over the last month to $10$ May 2006 was \$2.24.

5.7 Number of FCL Shareholders

The following table provides information about FCL's shareholder spread as at 20 April 2006.

	2005	2006
	Annual
	Report
Shareholding	23/08/05	10/05/06
1,000 $1 -$	7,447	7,303
$1,001 - 5,000$	14,976	14,134
$5,001 - 10,000$	7,447	6,986
$10,001 - 100,000$	4,970	4,821
100,001 and over	204	197
	35,044	33,441

5.8 Dividends

FCL has paid half yearly dividends as follows:

Payment Date	$3 -$ Apr $-2006$	26-Oct-2005	4-Apr-2005
Amount Per Share	\$0.04	\$0.05	\$0.04
Franking Rate	$100\%$	$100\%$	$100\%$

FCL has implemented a dividend reinvestment plan. Under the dividend reinvestment plan FCL shareholders are permitted to reinvest their dividends per year in up to 2000 FCL Shares per shareholder per dividend.

5.9 Directors of FCL

Details of the Directors of FCL are set out below.

Mr Stephen Gerlach LLB (Chairman)

Mr Gerlach, age 60 - Chairman (appointed Chairman 1 July 2003), nonexecutive director, member of Remuneration and Nomination $\&$ Prudential Committees, Chairman of Elders Australia Limited, Director of Futuris Automotive Group Limited and Elders Rural Bank Limited. Mr Gerlach has been a non-executive director of FCL since November 1996 and a nonexecutive director of Elders Australia Limited since December 1993. Formerly Managing Partner of Adelaide legal firm Finlaysons, Mr Gerlach has extensive experience as a corporate adviser and company director. Mr Gerlach also holds directorships at Santos Limited (Chairman), Santos Finance Limited, Challenger Listed Investments Limited and Foodbank Australia Limited.

Mr Walter Hubert Johnson ASA (Deputy Chairman)

Mr Johnson, age 62 - Deputy Chairman, non-executive director, Audit Committee member. Mr Johnson has been a non-executive director of FCL since December 1981 and Deputy Chairman of the Company since 1993. Mr Johnson has extensive accounting and business experience in a number of areas including primary production, forestry management and saw milling and has served on the board of a number of public and private companies.

Mr Charles Bright, BA MA(Oxon)

Mr Bright, age 61 - Non-executive director. Member of Nomination $\&$ Prudential Committee, Chairman of the Supervisory Board of Bremer Woll-Kämmerei AG, director of Integrated Tree Cropping Limited, Australian Agricultural Company Limited, Tassal Group Limited and Webster Limited. He is also a director of the following non-listed entities – APT Projects Limited, ITC Project Management Limited and ITC Timberlands Limited. Mr Bright has been a non-executive director of FCL since May 2002. Mr Bright has over 30 years' experience in investment banking with positions including Chairman of Potter Warburg Securities and Head of Corporate Finance for HSBC in Australia.

Dr James Charles Fox BE, MEngSci, PhD

Dr Fox, age 54 - Non-executive director, Member of Remuneration and Nomination & Prudential Committees. A non-executive director of FCL since July 1985, Mr Fox has extensive experience in the development and operation of technology-based product businesses in international markets. He is the Managing Director of Vision Systems Limited and a director of Invetech Technology Consulting Limited, Vision Finance Corporation Limited and Vision Biosystems Limited.

Mr Raymond George Grigg FSAEI

Mr Grigg, age 65 - Non-executive director and director of Futuris Automotive Group Limited. Member of Audit Committee. Mr Grigg has been a nonexecutive director of FCL since February 2004 and a director of Futuris Automotive Group Limited since that date. Mr Grigg has extensive experience in senior management within the automotive industry, having joined the FCL Board following a 47 year career with General Motors Corporation where Mr Grigg held a number of senior executive positions both in Australia, Europe and Japan. Mr Grigg is also a non-executive director of Adtrans Group Limited.

Mr Alan Leslie Newman CPA

Mr Newman age 59 - Non-executive director and Chairman. Mr Newman served as Chief Executive and Managing Director of FCL from March 1989 to June 2003. He is also a director of Futuris Automotive Group Limited. As a non-executive director Mr Newman has a well-developed understanding of the businesses that comprise FCL. Mr Newman is an experienced business manager and director, having fulfilled senior managerial and director roles for over 25 years.

Mr Anthoni Salim, B.Bus

Mr Salim, age 56 - Non-executive director, director of Elders Australia Limited. Mr Salim was appointed to the FCL Board in March 2003. He is President and Chief Executive Officer of the Salim Group, one of Indonesia's leading business groups. The Salim Group holds extensive interests in the importation, manufacture and distribution of food and foodstuffs. Mr Salim is a director of First Pacific Company Limited, Chief Executive of PT Indofood Sukses Makmur and a member of the advisory board for Allianz Group, one of the world's leading insurance groups.

Mr Graham Walters AM, FCA

Mr Walters, age 64 - Non-executive director, Chairman of the Audit Committee, Director of Elders Insurance Limited. Mr Walters has been a nonexecutive director of FCL since January 2002. Mr Walters has extensive experience in accounting, having formerly held roles as Chairman of Partners at KPMG South Australia and Member of the National Board of KPMG. Mr Walters also holds directorships of Australian Rail Track Corporation Limited, Minelab International Pty Ltd (Chairman) and Royal Automobile Association of South Australia and is Chairman of the South Australian Executive Committee of Westpac Banking Corporation.

Mr Leslie Peter Wozniczka MBA, BSc(Hon)

Mr Wozniczka, age 50 - Executive Director, Chief Executive Officer and Managing Director, Member of Remuneration and Nomination & Prudential Committees, Director Futuris Automotive Group Limited, Elders Australia Limited, Westralia Property Management Limited and Integrated Tree

Cropping Limited. Mr Wozniczka was appointed Chief Executive Officer of FCL on 1 July 2003, after having served in the role of Chief Operating Officer of FCL since January 1999. He has been an executive director of FCL since January 2002. Prior to joining FCL, Mr Wozniczka managed private investment interests and held senior management positions within the corporate service and investment banking sectors including the position of Director Corporate, Potter Warburg. Mr Wozniczka also holds directorships in Australian Agricultural Company Limited, Hi Fert Pty Ltd and Forest Enterprises Australia Limited

Financial Information 5.10

FCL has recently lodged its 2006 Half Year Report with the ASX, including the company's financial accounts for the period ended 31 December 2005.

Some months earlier, FCL lodged its 2005 Annual Report with the ASX, including more detailed financial accounts for the year ended 30 June 2005.

ITC shareholders are encouraged to review the FCL 2006 Half Yearly and 2005 Annual Report for the purposes of considering whether or not to accept the Offer.

$5.11$ FCL's announcements to ASX since 30 June 2005

Documents lodged with the ASX since 30 June 2005 until before the date of this Statement are contained in Appendix 1.

You may obtain these documents free of charge from FCL's website www.futuris.com.au or directly from FCL upon request.

5.12 Corporate Governance

Full details of FCL's corporate governance practices and policies are included in the FCL 2005 Annual Report. A copy of the FCL 2005 Annual Report is available at www.futuris.com.au.

Current Corporate Structure 5.13

The current corporate structure of FCL is summarised as follows:

Proposed Corporate Structure 5.14

The proposed corporate structure of the merged FCL and ITC group, assuming acceptance of the Offer by all ITC shareholders is summarised as follows:

6. SOURCES OF CONSIDERATION

As at the date of this Statement there are 255,532,096 ITC Shares on issue, 140,899,236 of which are held by Hatmore (or its Associates), and 114,632,860 available for acquisition by Hatmore under the Offer.

As at the date of this Statement there are 980,000 ITC Options on issue. The ITC Options have been issued to executives and employees of ITC in accordance with the ITC Executive Employee Share Option Plan and the ITC Employee Share Option Plan. The ITC Options are only exercisable in accordance with the terms of the ITC Executive Employee Share Option Plan and the ITC Employee Share Option Plan. In accordance with the terms of the ITC Executive Employee Share Option Plan and the ITC Employee Share Option Plan, 200,000 of the ITC Options may be exercisable as at the Register Date, and the remaining 780,000 are not exercisable as at the Register Date.

Accordingly the maximum number of ITC Shares which are available for acquisition by Hatmore under the Offer is 114,832,860 ITC Shares.

6.1 Cash Consideration

The maximum amount that Hatmore would be required to pay for ITC Shares if Hatmore acquires all of the ITC Shares in which it (or its Associates) do not already have a relevant interest for Cash Consideration is approximately \$149 million.

The actual Cash Consideration payable will depend on how many ITC shareholders accept the Offer and elect Cash Consideration.

Overview of funding arrangements (a)

The Cash Consideration plus the funds to satisfy all other expenses incurred by Hatmore and relating to the Takeover Bid will be provided from Futuris Administration Pty Ltd (ACN 052 351 621) ("Futuris Administration"), a wholly-owned member of the FCL Group. Futuris Administration has, by a Facility Agreement dated 10 May 2006 made with Hatmore, agreed to provide to Hatmore, or procure that other members of the FCL Group provide to Hatmore, all funds which Hatmore needs to satisfy the consideration payable to ITC shareholders under the Offer, together with amounts required to meet all transaction and other costs associated with the Offer, through utilising drawdowns under the FCL Group Facilities.

$(b)$ FCL Group Facilities

FCL, through Futuris Administration, has in place unsecured committed bank facilities from Citigroup, National Australia Bank, Australia and New Zealand Banking Group and Commonwealth Bank of Australia ("FCL Group Facilities").

The total undrawn facilities are in excess of \$300 million as at the date of this Statement. Drawdowns from the FCL Group Facilities will be made in accordance with Futuris Administration's established drawdown procedures.

The terms of the FCL Group Facilities permit the use of drawings to fund the Cash Consideration under the Offer.

There are no conditions precedent to be fulfilled before draw down of any of the FCL Group Facilities for the purpose of funding the Cash Consideration.

The representations and warranties given by members of the FCL Group under the FCL Group Facilities are customary for facilities of this nature. FCL is not aware of any event or circumstance arising out of the Offer that would give rise to a breach of any of the representations or warranties.

The FCL Group Facilities are subject to events of default which are customary for facilities of this nature. FCL is not aware of any event or circumstance arising out of the Offer which would give rise to an event of default under the FCL Group Facilities.

6.2 Scrip Consideration

The maximum number of FCL Shares which would be issued under the Offer if Hatmore acquires all of the ITC Shares in which it (or its Associates) do not already have a relevant interest for Scrip Consideration is 68.8 million FCL Shares.

The actual Scrip Consideration provided will depend on how many ITC shareholders accept the Offer and elect Scrip Consideration and various adjustments for rounding.

FCL has the capacity to issue the maximum number of FCL Shares which it may be required to issue under the Offer.

$\overline{7}$ . TAX

$7.1$ Introduction

Provided below is a general summary of the tax consequences to Australian resident holders of ITC Shares as a result of accepting the Offer.

This section does not constitute tax advice and you should seek independent taxation advice in relation to the taxation effect of the acceptance of this Offer.

If you are not resident in Australia for income tax purposes you should seek your own independent taxation advice as non-residents may be subject to tax in Australia on the disposal of their shares in certain circumstances.

The Australian tax consequences for you if you accept the Offer will be dependent upon a number of factors including:

• your tax residency status; (a)
• whether you elect to accept the Cash Consideration or Scrip (b) Consideration;
• $(c)$ whether you hold your shares on capital or revenue accounts or as trading stock; and
• $(d)$ whether the level of acceptances under the Offer result in Hatmore becoming the owner of at least 80% of the voting shares in ITC.

$7.2$ ITC Shareholders

The tax consequences outlined below are applicable to an ITC shareholder who is an Australian resident for tax purposes. The summary set out below is based on existing law at the time of writing and does not take into account or anticipate changes in law. In addition, the outline is not exhaustive of all income tax considerations that could apply in all circumstances of any given ITC shareholders. Special rules may apply to particular types of shareholders, such as insurance companies or superannuation funds.

It is recommended that you seek independent taxation advice in relation to the taxation effect of the acceptance of this Offer having regard to your particular circumstances.

Subject to the above, described below is a broad overview of the general taxation consequences to Australian resident ITC shareholders as a result of accepting the Offer.

$7.3$ Income Tax and Capital Gains Tax Issues

The Australian taxation consequences associated with the Offer will depend upon whether you hold your ITC Shares on capital account, revenue account or as a trading stock.

You will need to determine which category you fall into. The Australian income tax consequences of accepting the Offer will differ depending on which category of ownership applies to you.

$(a)$ Shares Held on Capital Account

If you hold ITC Shares as passive investments with the intention of generating dividend income and long term capital growth, you may be considered to hold the ITC Shares on capital account for tax purposes.

If you acquired, or are deemed to have acquired, your ITC Shares on or after 20 September 1985 you may be subject to the Australian capital gains tax regime in respect of the disposal of your ITC Shares.

To the extent that the value of the consideration received (being the market value of the FCL Shares if you chose the Scrip Consideration or the amount of cash if you chose the Cash Consideration) is greater or less than the cost base you have in your ITC Shares, a capital gain or capital loss may result.

If you are an individual, trust or complying superannuation fund and held your ITC Shares for at least 12 months, a "CGT discount" may be available to reduce the taxable gain for certain ITC shareholders.

For individuals and trusts, the amount of discount capital gain which may be included in assessable income is $50\%$ of the net capital gain after applying current and prior year capital losses. For superannuation funds, only two thirds of the discount capital gain may need to be included in assessable income after applying current and prior year capital losses.

If you purchased your ITC Shares on or before 11.45am (EST) on 21 September 1999, you will have the option of either applying the discount discussed above or applying indexation to the capital gains tax cost base of the relevant ITC Share.

If you acquired your ITC Shares before 21 September 1999 you should seek advice relevant to your own personal circumstances in considering the different outcomes under the discount and indexation options.

Further, if a capital gain accrues to you as a result of accepting this Offer and the other conditions of scrip for scrip rollover are satisfied (refer below), you may be eligible for tax relief upon the disposal of your ITC Shares under the scrip for scrip rollover provisions.

Scrip for scrip rollover enables a shareholder to disregard a capital gain they make from a share that is disposed of as part of a corporate takeover or merger if the shareholder receives in exchange a replacement share. The capital gain is disregarded completely if, at the time of the transaction the only capital proceeds the shareholder receives is a replacement share. The rollover also provides that the cost base and reduced cost base of the replacement shares is based on the cost base and reduced cost base of the original shares at the time of the rollover.

The scrip for scrip rollover provisions do not apply where you would realise a capital loss on acceptance of the Offer.

To be eligible for scrip for scrip rollover relief, you must receive FCL Shares as consideration for your ITC Shares and it is a requirement that there be sufficient acceptance of the Offer by ITC shareholders such that Hatmore becomes the owner of at least 80% of the voting shares in ITC. Where this requirement is not satisfied the scrip for scrip rollover relief will not be available to ITC shareholders who accept Scrip Consideration.

It should be noted that other pre-conditions are also required to be satisfied before rollover relief will be available. You should seek your own independent advice on whether you are eligible for scrip for scrip rollover relief.

An election to obtain rollover relief must generally be made before the lodgement of the income tax return for the year in which the disposal of ITC Shares occurs.

$(b)$ Shares Held on Revenue Account

If you acquired your ITC Shares with the dominant purpose of reselling them at a profit you may be considered to hold you ITC Shares on revenue account for tax purposes.

Where this is the case, any gain or loss realised on disposal of your ITC Shares (determined based on the market value of the FCL Shares if you chose the Scrip Consideration or the amount of cash if you chose the Cash Consideration) will be assessed as ordinary income or claimed as a revenue deduction. The scrip for scrip rollover relief provisions will have no application. You will not be eligible for the "CGT discount" in this situation.

$(c)$ Shares Held as Trading Stock

If you are engaged in the business of share trading, whereby you regularly acquire shares and hold them with a view to making shortterm profits through sale or exchange in the ordinary course of carrying on a business, you may be holding your ITC Shares as trading stock.

Where this is the case, scrip for scrip rollover relief will not be available on acceptance of the Offer. Any proceeds received from the sale arising from the Offer (being the market value of the FCL Shares if you chose the Scrip Consideration or the amount of cash if you chose the Cash Consideration) will be included in your assessable income in these circumstances. You will not be eligible for the "CGT discount" in this situation.

$7.4$ Ownership and Disposal of FCL Shares

The disposal of FCL Shares by Australian-resident shareholders for tax purposes will be subject to Australian capital gains tax where the FCL Shares are held on capital account.

If an ITC shareholder is eligible for scrip for scrip rollover relief, and makes an election for it to apply, then:

• for the purposes of determining whether the FCL Shares issued under the $\bullet$ Offer have been held for at least 12 months, and therefore whether the "CGT discount" may be available on any subsequent disposal of the FCL Shares issued under this Offer, those FCL Shares will be taken to have been acquired at the time the ITC Shares were originally acquired; and
• the capital gains tax cost base and reduced cost base of the FCL Shares $\bullet$ issued under the Offer will be determined on the basis of a reasonable apportionment of the cost base and reduced cost base of the ITC Shares disposed of by the accepting ITC shareholder.

Where the scrip for scrip rollover relief does not apply or is not chosen for the disposal of ITC Shares, the cost base of the FCL Shares issued under the Offer will generally be based on the market value of the FCL Shares at the time of accepting the share offer or at the time of compulsory acquisition plus any incidental costs of acquisition and disposal.

If you have any questions about the financial or taxation aspects of holding or disposing of FCL Shares, then you should seek your own independent advice from a qualified adviser, prior to making a decision whether or not to accept the Offer.

$7.5$ GST Considerations

No GST will be payable on the transfers of the ITC Shares under the Offer, except GST will be payable on any fees or charges that a Controlling Participant (in respect of ITC Shares in a CHESS Holding) or a broker, bank, custodian or other nominee (where ITC Shares are held for a separate beneficial owner) may charge with acceptance of the Offer.

As special rules exist which may allow partial or possibly full input tax credits in certain circumstances, each ITC shareholder should obtain their own advice.

$\mathbf{R}$ . INTENTIONS OF HATMORE

8.1 Introduction

This section sets out the intentions of Hatmore and FCL in relation to:

• the continuation of the business of ITC; $\bullet$
• any major changes to the business of ITC, including any redeployment of $\bullet$ the fixed assets of ITC; and
• the future employment of the present employees of ITC. $\bullet$

These intentions are based on information concerning ITC, its business and the general business and economic environment which is known to Hatmore and FCL at the time of preparation of this Statement, which is limited to publicly available information and information which Hatmore has received through its current shareholding in ITC and its nominee directors. Hatmore and FCL will only reach final decisions in light of material facts and circumstances at the relevant time. Accordingly the statements set out in this section 8 are statements of current intention only which may vary as new information becomes available or circumstances change.

82 Intentions upon acquisition of a relevant interest in 90% of ITC Shares

This section 8.2 sets out the intentions of Hatmore and FCL if Hatmore obtains a relevant interest in 90% of the ITC Shares and Hatmore is entitled to compulsorily acquire the remaining ITC Shares in accordance with the Corporations Act.

$(a)$ Corporate Matters

Hatmore and FCL intend to:

• immediately commence the procedure to compulsorily acquire $(i)$ any outstanding ITC Shares in accordance with the Corporations Act; and
• arrange for ITC to be removed from the Official List of the ASX. $(ii)$

ITC as a Wholly Owned Subsidiary $(b)$

It is the intention of Hatmore and FCL to continue the business of ITC without material change to the deployment of its assets, location of its operations or the future employment of ITC's current employees.

Hatmore and FCL intend to combine certain common ITC and FCL corporate head office functions including the company secretarial function and financial management, but do not envisage any changes to the management of ITC.

8.3 Intentions for ITC as a controlled entity

This section 8.3 sets out the intentions of Hatmore and FCL if under the Offer Hatmore does not acquire a relevant interest in 90% or more of the ITC Shares and is therefore not entitled to proceed with compulsory acquisition under the Corporations Act. As Hatmore will maintain its effective control of ITC, it is Hatmore's intention to continue the business of ITC without material changes to the deployment of its assets, location of its operations or the future employment of ITC's current employees.

In addition, it is intended that Hatmore will seek to maintain the listing of ITC on the ASX, subject to the requirements for listing (including a sufficient spread of investors) continuing to be satisfied.

$9₁$ RIGHTS AND LIABILITIES ATTACHING TO SECURITIES OFFERED

The rights attaching to ownership of FCL Shares are detailed in the Constitution of FCL, which may be inspected during normal business hours at FCL's registered office and is available on FCL's website at www.futuris.com.au. Set out below is a summary of the rights, liabilities, privileges and restrictions that will attach to the FCL Shares offered under this Statement.

$(a)$ Voting

At a general meeting, every holder of FCL Shares present in person or by proxy, attorney or representative will have one vote on a show of hands and on a poll, one vote for each FCL Share held.

(b) General Meeting

Each holder of FCL Shares is entitled to receive notice of, and to attend and vote at general meetings of the Company and receive all financial statements, notices and other documents required to be sent to members under the Constitution or the Corporations Act.

$(c)$ Dividends

The profits of FCL which the directors from time to time determine by way of dividend are divisible amongst the security holders in proportion to the amounts paid up on the shares held by them.

$(d)$ Issue of Further Shares

The directors may (subject to the restrictions on the allotment of shares imposed by the Constitution, the Listing Rules and the Corporations Act) allot further shares on such terms and conditions as they see fit and issue options on the terms set out in the Constitution.

$(e)$ Transfers of Shares

Holders of FCL Shares may transfer them by a proper transfer effected in accordance with the ASTC Settlement Rules and the ASX and as otherwise permitted by the Corporations Act.

The directors may decline to register a transfer of FCL Shares where the transfer is not in registrable form or where the refusal to register the transfer is permitted under the Listing Rules. If the directors decline to register a transfer FCL must give the party lodging the transfer written notice of the refusal and the reason for refusal.

$(f)$ Winding Up

Holders of FCL Shares will be entitled, in a winding up of FCL to share in any surplus assets of FCL in proportion to the FCL Shares held by them.

10. RISKS

$10.1$ Introduction

The directors of FCL and Hatmore strongly recommend the recipients of the Offer examine the contents of this Statement and consult their professional advisers before deciding whether to accept the Offer for FCL Shares. In addition, investors should be aware that there are economic and business risks associated with an investment in FCL. There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with FCL's businesses, which are largely beyond the control of FCL and the directors because of the nature of the businesses of FCL. Therefore, the shares offered pursuant to this Statement carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the securities.

The following summary, which is not exhaustive, represents some of the major risk factors, which the recipients of the Offer need to be aware of.

$10.2$ General Risks which apply to all companies

An investment in FCL involves general risks associated with any investment in shares of companies that are listed on a stock exchange. Many factors affect the financial performance of FCL and/or the price of its shares.

General risk factors include:

$(a)$ Movement in Australian and overseas share markets and financial markets generally

A number of factors affect the performance of stock market investments that could also affect the price at which shares trade on the ASX. Movements on Australian and international stock markets, local interest rates and exchange rates, domestic and international economic conditions, as well as government taxation and other policy changes including health care policy may affect the stock market.

Changes in legislation and government regulation $(b)$

Government legislation, including changes to the taxation system, may affect future earnings and the relative attractiveness of investing in FCL. Changes in government policy or statutory changes may affect FCL and the attractiveness of an investment in it.

$(c)$ Economic conditions

Economic conditions, both domestic and global, may affect the performance of FCL. Factors such as currency fluctuations, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs, commodity prices and share market prices. FCL's future possible revenue and share price can be affected by these factors all of which are beyond the control of FCL and its directors. In addition, FCL's ability to raise additional capital, should it be required, may be affected.

$(d)$ Inability to meet debt obligations

Various companies in the FCL Group have external debt obligations that need to be met. There is a risk that FCL and its subsidiaries may be unable to meet their obligations to repay the external debt obligations and may also be unable to comply with other terms and conditions of these facilities, in which case FCL and its subsidiaries may need to realise the assets secured by these facilities other than in the ordinary course of business and at amounts different to those stated in its financial statements.

$(e)$ Retention of key employees

FCL's performance is substantially dependent on its senior management and key technical personnel to continue to develop and manage FCL's products and services. The loss of key management could have a material adverse effect on the business and consequently its financial performance.

$(f)$ Funding

While FCL believes it will have sufficient funds to meet all of its growth and capital requirements there can be no assurance that FCL will not seek to exploit opportunities of a kind which will require it to raise additional capital from equity or debt sources. There can be no assurance that FCL will be able to raise such capital on favourable terms, or at all. If FCL is unable to obtain such additional capital, it may not be able to exploit such opportunities.

$10.3$ Specific Risks

Set out below are examples of risks associated with FCL. It is not intended to be an exhaustive list. These risks are relevant to the decision to hold shares in FCL as they may affect the level and volatility of the profits of FCL or the value of assets and liabilities of FCL and therefore its ability to pay dividends, return capital or increase the value of FCL Shares.

In relation to the rural activities, FCL's financial performance will be dependent upon conditions in the rural economy. In turn such conditions are largely influenced by levels of demand and prices in world commodity markets and seasonal conditions. Specific risks include:

possible adverse climatic conditions or exposure to other natural events (for example flood, pestilence and fire) reducing output of relevant agricultural products;

• movements in international commodity prices, exchange rates and a $\bullet$ decrease in the volume of Australian rural production;
• subsidies given to foreign rural producers which affect the competitive $\bullet$ position of Australian rural outputs;
• the effects that any of the above factors may have on the ability of $\bullet$ borrowers to service rural loans which may affect the value of securities held against rural loans with a consequent effect on the carrying value of the investment in Elders Rural Bank Limited and the return from this investment:
• threats to the health and safety of livestock (for example BSE in respect of cattle); and
• changes in Australian tax law in relation to MIS plantations investments. $\bullet$

In relation to the automotive activities, FCL is particularly subject to:

• the level of passenger vehicle registrations;
• the degree of competition from imports; and $\bullet$
• exchange rate fluctuations.

Other risks that may arise in relation to FCL include, but are not limited to:

• unforeseen capital expenditure requirements that would increase FCL's $\bullet$ funding costs;
• unforeseen environmental issues which may affect FCL's assets or projects;
• risks associated with refinancing FCL's debt portfolio. It may not be $\bullet$ possible to refinance debt at all or on the same terms as currently exist;
• FCL's expenses being greater or revenues being less than anticipated, reducing the amount available for distributions; and
• audit of FCL's tax returns, amended assessments and adjustments thereon. $\bullet$

Transaction specific risks $10.4$

$(a)$ Price of FCL Shares

Under the Offer, it is likely that FCL will issue a significant number of new FCL Shares pursuant to acceptances of the Offer. Some current or new shareholders may not intend to continue to hold their FCL Shares and may wish to sell them on the ASX. There is a risk that if a significant number of current or new shareholders seek to sell their FCL Shares, this may adversely impact the price of FCL Shares traded on the ASX.

Acquisition of less than 100% of ITC Shares $(b)$

As the Offer is not conditional on Hatmore becoming entitled to proceed with compulsory acquisition, it is possible that Hatmore will acquire less than 100% of ITC Shares under the Offer. The impact on Hatmore of Hatmore acquiring less than 100% of ITC Shares will depend upon the ultimate level of ownership acquired but, in any event, the existence of a minority interest in ITC may have an impact on FCL's capacity to realise synergies (principally the removal of listing fees and associated costs) from the acquisition of ITC.

If, as a result of the Offer, Hatmore and its Associates do not hold 80% or more of the voting shares in ITC, ITC shareholders who would otherwise have been eligible to choose CGT rollover relief under subdivision 124-M of the Tax Act on the disposal of their ITC Shares will be unable to do so. Please refer to section 7 of this Statement for further information.

$(c)$ Thin Trading

If FCL acquires a significant level of ownership, but less than a relevant interest of 90% required for compulsory acquisition, ITC Shares will become less liquid due to the reduced number of minority shareholders.

$11.$ FINANCIAL INFORMATION

$11.1$ Introduction

For the purpose of considering the effect of the Offer on FCL, ITC shareholders should refer to the Proforma Consolidated Statement of Financial Position provided below.

$11.2$ Basis of preparation

The proforma financial information is based on the reviewed consolidated financial statements of FCL as at 31 December 2005, adjusted for the effect of the issue of Futuris Hybrids and the effect of the acquisition of the balance of ITC Shares that FCL does not already hold, assuming 100% scrip acceptances of the Offer set out in this Statement.

The proforma financial information does not include all of the information normally included within the annual or half-year financial reports and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as these documents.

The accounting policies used to determine the financial information presented for the half-year period ended 31 December 2005 (prepared under Australian equivalents to International Financial Reporting Standards (AIFRS)) and the full-year period ended 30 June 2005 (prepared under Australian Generally Accepted Accounting Principles (AGAAP)) are available in the respective reviewed and audited financial reports for those periods. These reports have been lodged with ASIC and are also available at www.futuris.com.au or directly from FCL on request.

Proforma Consolidated Statement of Financial Position $11.3$

The following table illustrates the effects of the Offer on FCL, if all ITC shareholders accept the Offer, for Scrip consideration based on FCL's Statement of Financial Position as at 31 December 2005.

	FCL 31-Dec-2005 Per Half Year Report	Hybrids (1)	Issue Futuris Acquisition of ITC minority (funded FCL Shares) (2)	Proforma 31-Dec-2005 Completion of Transaction and Financing
	Smil		Smil	Smil
Current assets	1,572			1,572
Non-current assets	1,354		18	1,372
Total assets	2,926		18	2,944
Interest bearing facilities	723	145		578
Other current liabilities	989			989
Non-current liabilities	116			116
Total liabilities	1,828			1,683
Net Assets	1,098	145	18	1,261
Equity
Contributed Equity $\&$ Reserves	522	145	155	822
Convertible Notes	55			55
Retained earnings	376			376
Total parent company equity	953	145	155	1,253
Outside equity interests	145		(137)	8
Total equity	1,098	145	18	1,261

(1) On 10 April 2006, FCL completed the issue of 1,500,000 Futuris Hybrids raising \$145 million which was applied to retire debt.

(2) Assumes all ITC shareholders accept the Offer and all acceptances are for Scrip Consideration, with FCL issuing 68.8 million shares at \$2.25 each.

(3) To the extent ITC shareholders accept the Cash Consideration, such payments will increase debt facilities and reduce contributed equity and reserves.

DETAILS IN RELATION TO ITC SECURITIES AND INTERESTS OF $12.$ DIRECTORS AND ADVISERS

$12.1$ Capital Structure

At the date of this Statement, ITC has on issue:

• $\bullet$ 255,532,096 ordinary fully paid shares; and
• $\bullet$ 980,000 options over ordinary shares with exercise prices as set out in the following table.

No Options	Exercise Price	Expiry Date
200,000	\$1.50	31/12/2006
250,000	\$1.25	10/09/2009
100,000	\$1.25	30/08/2010
430,000	\$1.19	8/08/2010
980,000

Under the terms of the ITC Executive Employee Share Option Plan and the ITC Employee Share Option Plan, 200,000 of the ITC Options may be exercisable as at the Register Date. 780,000 of the ITC Options are not exercisable as at the Register Date.

ITC has also implemented an Employee Share Scheme - Loan Plan. Under the plan, eligible employees are provided with a loan from ITC to facilitate the purchase of ITC Shares. The loan is non-recourse. The obligation to repay the loan is limited to the market value of the shares at the time they are disposed. There is generally a disposal lock on the shares.

At the date of this Offer, the number of shares acquired under the Employee Share Scheme $-$ Loan Plan were 743,005 for total cost of \$837,000. The average price of the shares acquired was \$1.1265 per share.

Details of Hatmore's Relevant Interest in ITC Shares and ITC Options $12.2$

As at the date of the Offer, Hatmore's Relevant Interest in ITC Shares is as follows:

Legal Holder	No of ITC Shares Held	% Of ITC Shares on Issue
Hatmore Pty Ltd $(100\%$ subsidiary of FCL)	140,899,236	55.14%

As at the date of the Offer, Hatmore does not have a Relevant Interest in any of the ITC Options.

$12.3$ Details of Hatmore's Voting Power in ITC

As at the date of the Offer, Hatmore's indirect Voting Power in ITC is as follows:

Description	Number	%
ITC Fully Paid Shares held by Hatmore Pty Ltd $(100\%$ subsidiary οf	140,899,236	55.14%
FCL)

FCL Directors' Interests in ITC 12.4

As at the date of the Offer, no director of FCL held a relevant interest in ITC Shares.

$12.5$ Hatmore Directors' Interests in ITC

As at the date of the Offer, no director of Hatmore held a relevant interest in ITC Shares.

$12.6$ FCL Directors' Interests in FCL

Interests of Directors and Proposed Directors $(a)$

Other than as set out below or elsewhere in this Statement:

• no director or proposed director of FCL has, or has had in the 2 $(i)$ years before lodgement of this Statement, any interest in:
• $A_{-}$ the formation or promotion of FCL; or
• B. in any property acquired or proposed to be acquired by FCL in connection with its formation or promotion, or the Takeover Bid: or
• $C_{\cdot}$ the Takeover Bid; and
• no amount, has been paid or agreed to be paid to any director or $(ii)$ proposed director of FCL either to induce him to become, or to qualify as a director, or otherwise for services rendered by him in connection with:
• the promotion or formation of FCL; or Α.
• B. the Takeover Bid.

$(b)$ Interests of Directors and Proposed Directors in Securities

Directors are not required under the Constitution to hold any shares in FCL.

At the date of this Statement, directors and proposed directors of FCL have a relevant interest in the following FCL securities:

		Beneficial holding				Non-beneficial holding
FCL Directors	Ordinary Shares	Options over Ordinary Shares*	Notes convertible to Ordinary Shares	Futuris Hybrids	Ordinary Shares	Notes convertible to Ordinary Shares	Futuris Hybrids
Charles Bright	103,492	$\overline{ }$			$\overline{\phantom{a}}$
James Fox	26,765	$\blacksquare$			٠
Stephen Gerlach	378,491	$\cdot$	$\overline{\phantom{a}}$	۰	$\overline{\phantom{a}}$
Raymond Grigg	20,000	$\cdot$	$\overline{\phantom{a}}$	$\overline{r}$	$\cdot$
Walter Johnson	2,000	$\overline{ }$	$\cdot$	$\overline{\phantom{a}}$	23,546,181
Alan Newman	6,353,327	$\cdot$		٠	$\mathbf{r}$
Anthoni Salim	32,920,578	$\cdot$	$\cdot$	÷	$\,$
Graham Walters	21,000	$\overline{r}$	$\overline{a}$	$\blacksquare$	$\,$
Leslie Wozniczka	3,229,569	5,000,000 (1)	37,000	500.	8,470	12,600	1,000
Total	43,055,222	5,000,000	37,000	500.	23,554,651	12,600	1,000

(1) These options can be broken down into the following tranches:

2,000,000 options issued in October 2003, exercisable at \$1.37 each expiring in July 2013; $\qquad \qquad \bullet$

1,500,000 options issued in October 2005 exercisable at \$2.06 each expiring in October 2015; $\bullet$

1,500,000 options approved to be issued in October 2006 exercisable at \$2.06 each expiring in October 2015.

$(c)$ Directors Fees

The Constitution of FCL provides that the directors are entitled to such remuneration as the directors determine, but the remuneration of nonexecutive directors must not exceed in aggregate a maximum amount per annum fixed by FCL in general meeting for that purpose. The current maximum is \$1.3 million.

$(d)$ Interests of Experts and Named Parties

Other than as set out below or elsewhere in this Statement:

no person named in the Statement as performing a function in a $(i)$ professional advisory or other capacity in connection with the preparation or distribution of the Statement ("Named Person") has, or has had in the 2 years before lodgement of this Statement, any interest in the:

• $A_{\cdot}$ formation or promotion of FCL; or
• $B.$ in any property proposed to be acquired by FCL in connection with its formation or promotion or the Takeover Bid; or
• $\mathbb{C}$ . the Takeover Bid; and
• $(ii)$ no amount has been paid or agreed to be paid to any Named Person for services rendered by them in connection with:
• the promotion or formation of FCL; or $A.$
• $B.$ the Takeover Bid.

Thomson Playford Lawyers have acted as legal adviser to the Takeover Bid and in that capacity has been involved in providing legal advice to FCL in relation to the Takeover Bid. In respect of this work, FCL will pay approximately \$75,000 (exclusive of GST) for these services.

13. ADDITIONAL INFORMATION

$13.1$ Date for determining holders of securities

For the purposes of section 633 of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(2) of the Corporations Act is the Register Date.

$13.2$ Ouotation of Shares

Application for quotation by the ASX of the FCL Shares offered pursuant to the Offer will be made within seven (7) days after the start of the Offer Period.

$13.3$ Expenses of the Offer

The total expenses of the Offer to Hatmore are estimated to be approximately \$100,000. The expenses of the Offer will be borne by Hatmore.

Consideration provided for ITC Shares during previous four (4) months $13.4$

Hatmore or any of its Associates have during the period of four (4) months ending on the date immediately before the date of this Statement, provided, or agreed to provide, consideration for securities in ITC under a purchase or agreement to purchase as follows:

Hatmore	Price	Date
3,235,198 ITC Shares purchased ∣ on- market	\$1.055	10 May 2006

$13.5$ Valuation for ASIC Class Order 00/2338 purposes

Under ASIC Class Order 00/2338, for the purposes of determining whether the value of the consideration offered under the Offer equals or exceeds the maximum consideration that Hatmore (or its Associates) provided or agreed to provide for an ITC Share during the four (4) months before the date of the Offer, Hatmore may value the FCL Shares to be provided as consideration under the Offer at any time nominated by Hatmore ("Valuation Date") that is during the five (5) Business Days before the date of the Offer. The valuation is determined by calculating the volume weighted average market price of FCL Shares in the ordinary course of trading on the ASX during the two (2) full trading days prior to the Valuation Date.

In accordance with section 621(4A) (as inserted in the Corporations Act by ASIC Class Order 00/2338) the following information is provided:

Valuation of fully paid FCL Shares under section $621(4A)$ :	\$2.34 per FCL Share
Valuation Date:	22 May 2006
Trading days on which valuation based:	18 & 19 May 2006

In the four (4) months prior to the Valuation Date:

• the highest closing price of FCL Shares was \$2.38 on 27 February (a) 2006: and
• the lowest closing price of FCL Shares was \$2.03 on 24 January 2006. $(b)$

The value of the Scrip Consideration per ITC Share for the purposes of section 621 of the Corporations Act using this valuation exceeds the maximum value of consideration paid by Hatmore (or its Associates) for ITC Shares in the four (4) months prior to the date of the Offer, described in section 13.4 of this Statement.

13.6 Collateral Benefits

Neither Hatmore nor any of its Associates has, during the period of four (4) months ending on the day immediately before the date of this Offer, given, or offered or agreed to give, a benefit to another person, which benefit was likely to induce the other person, or an Associate, to accept an Offer or dispose of ITC Shares and which benefit was not offered to all holders of ITC Shares.

13.7 Share Trading History

The highest and lowest market price of ITC and FCL quoted shares on ASX during the four (4) months immediately preceding the date on which Hatmore announced its intention to make the Takeover Bid and the respective dates of those sales and the last sale on the Business Day immediately preceding the date on which Hatmore announced its intention to make the Takeover Bid, were:

FCL.	SHARES
	Price	Date
Highest	2.38	27 February 2006
Lowest	1.96	11 January 2006
Latest	2.23	10 May 2006

ITC.	SHARES
	Price	Date
Highest	\$1.24	13 March 2006
Lowest	\$0.94	11 January 2006
Latest	\$1.06	10 May 2006

Key Contractual Arrangements 13.8

Neither Hatmore nor FCL have identified any contracts which may be material to a decision whether to accept an Offer.

Other material information $13.9$

Except as set out elsewhere in this Statement, there is no information that is:

• material to the making of a decision by a holder of ITC Shares whether $(a)$ to accept the Offer; and
• $(b)$ known to Hatmore,

that has not previously been disclosed to the holders of ITC Shares.

13.10 Expiry

No FCL Shares will be issued on the basis of the Offer contained in this Statement after the date which is 13 months after the date of this Statement.

13.11 Governing Law

This Offer and any contract that results from your acceptance of this Offer are governed by the laws in force in South Australia.

13.12 Consents

Each of the following parties referred to in this section:

• has not authorised or caused the issue of this Statement; $\bullet$
• does not make, or purport to make, any statement in this Statement other $\bullet$ than as specified in this section; and
• to the maximum extent permitted by law, expressly disclaims and takes no $\bullet$ responsibility for any part of this Statement other than the reference to its name and a statement or report included in this Statement with the consent of that party as specified in this section.

Computershare Investor Services Pty Limited has given and, at the time of lodgement of this Statement, has not withdrawn its consent to be named in this Statement as share registry of Hatmore and FCL in the form and context in which it is named.

Thomson Playford Lawyers has given and, at the time of lodgement of this Statement, has not withdrawn its consent to be named in this Statement as legal adviser to the Takeover Bid in the form and context in which it is named.

To the extent that Hatmore has included in this Statement:

• any statements fairly representing a statement by an official person; or (a)
• $(b)$ from a public official document or a published book journal or comparable publication,

as permitted under ASIC Class Order 03/635, Hatmore has not obtained the consent of persons to whom such statements are attributed.

13.13 No Escalation Agreements

Neither FCL or Hatmore or any of their associates has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.

$14.$ DEFINED TERMS AND CONDITIONS

$141$ Definitions

In this Statement, the following words have these meanings unless a contrary intention appears or the context otherwise requires:

"Acceptance Form" means a form of acceptance and transfer enclosed with this Statement:

"Announcement Date" means 11 May 2006;

"ASIC" means the Australian Securities and Investments Commission;

"ASTC" means ASX Settlement and Transfer Corporation Pty Ltd ABN 49 008 504 532;

"ASTC Settlement Rules" means the settlement rules of the ASTC;

"Associate" has the meaning given by section 12 of the Corporations Act;

"ASX" means the Australian Stock Exchange Limited;

"Australian Agricultural Company Limited" means Australian Agricultural Company Limited ABN 15 010 892 270;

"Bremer Woll-Kämmerei AG" means Bremer Woll-Kämmerei AG, a company registered in Germany;

"Broker" means a person who is a share broker and a participant in CHESS;

"Business Day" means a day on which banks are open for general banking business in Perth (not being a Saturday, Sunday or public holiday in Perth);

"CHESS" means the Clearing House Electronic Subregister System, which provides for electronic share transfers in Australia:

"CHESS Holding" means a holding of ITC Shares on the CHESS subregister of ITC;

"Cash Consideration" has the meaning set out in section 4.1(b)(ii) of this Statement:

"Closing Date" means 7pm (Australian Eastern Standard Time) on 27 June 2006:

"Constitution" means the constitution for FCL;

"Controlling Participant" means a broker or non-broker participant (under the ASTC Settlement Rules) who is designated as the controlling participant for shares in a CHESS Holding in accordance with the ASTC Settlement Rules;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Elders Group" means Elders Australia Limited ABN 92 061 617 230 and its controlled entities:

"Elders Rural Bank Ltd" means Elders Rural Bank Ltd ACN 083 938 416;

"Employee Share Scheme - Loan Plan" means the employee share plan offered by ITC to eligible employees;

"Equity Trustees Ltd" means Equity Trustees Ltd ABN 46 004 031 298;

"FCL" means Futuris Corporation Limited ABN 34 004 336 636;

"FCL Group" means FCL and its controlled entities;

"FCL Share" means a fully paid ordinary share in the capital of FCL;

"Hatmore" means Hatmore Pty Ltd ABN 12 096 553 909, a wholly owned subsidiary of FCL;

"Hi-Fert Pty Ltd" means Hi-Fert Pty Ltd ABN 76 008 038 962;

"Issuer Sponsored Holding" means a holding of ITC Shares on issuer sponsored subregister of ITC;

"ITC" means Integrated Tree Cropping Limited ACN 069 762 634;

"ITC Employee Share Option Plan" means the employee share option plan offered by ITC approved by the Board of ITC in September 2005;

"ITC Executive Employee Share Option Plan" means the executive employee share option plan made available to executive employees of ITC under their terms of employment;

"ITC Group" means ITC and its controlled entities;

"ITC Option" means a convertible option issued by ITC which is on issue as at the Register Date;

"ITC Share" means a fully paid ordinary share in ITC;

"Landmark Rural Holdings Limited" means Landmark Rural Holdings Limited ABN 50 008 724 052;

"Listing Rules" means the Listing Rules of ASX;

"Offer" means an offer to acquire all your ITC Shares on the terms and conditions set out in this Statement:

"Offer Hotline" has the meaning set out in section 2 of this Statement;

"Offer Period" means the period during which the Offer is to remain open as set out in section 4.2 of this Statement:

"Ouotation" has the same meaning as in the Listing Rules;

"Register Date" means 15 May 2006;

"Related Parties" has the meaning given by section 228 of the Corporations Act;

"Relevant Interest" has the meaning given by sections 608 and 609 of the Corporations Act;

"Restrictive Legislation" means

• (a) the Banking (Foreign Exchange) Regulations 1959 (Cth);
• (b) the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
• the Charter of the United Nations (Sanctions Afghanistan) $(c)$ Regulations 2001 (Cth);
• the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 $(d)$ $(Ch)$ ; or
• any other law of Australia that would make it unlawful for Hatmore to $(e)$ provide consideration for your ITC Shares;

"Rights" means all accretions, rights or benefits of whatever kind attaching to or arising from ITC Shares directly or indirectly on or after the date this Statement is lodged with ASIC, including, without limitation, all dividends, interest or other distributions and all rights to receive any dividends, interest or other distributions, or to receive or subscribe for shares, notes, bonds, options or other securities, declared or paid by ITC or any of its subsidiaries;

"Scrip Consideration" has the meaning set out in section $4.1(b)(i)$ of this Statement;

"Statement" means this document;

"Takeover Bid" means the takeover bid for ITC Shares set out in this Statement:

"Takeover Panel" means the Takeovers Panel the main dispute resolution forum for takeovers in Australia:

"Takeover Transferee Holding" means a CHESS holding to which financial products are to be transferred pursuant to acceptance of an offer for the financial product made under a takeover scheme;

"Tax Act" means Income Tax Assessment Act 1997, as amended;

"Valuation Date" has the meaning set out in section 13.5 of this Statement;

"Voting Power" has the meaning given by section 610 of the Corporations $Act$

"VWAP" means the volume weighted average share price; and

"Webster Ltd" means Webster Ltd ABN 23 009 476 000.

$14.2$ Interpretation

The following rules of interpretation apply unless the context requires otherwise^.

• $(a)$ A reference to time is a reference to Australian Western Standard time.
• $(b)$ Headings are for convenience only and do not affect interpretation.
• A reference to a section is to a section of this Statement. $(c)$
• A gender includes all genders. $(d)$
• Where a word or phrase is defined, its other grammatical forms have a $(e)$ corresponding meaning.
• AUD, \$, A\$ or cents is a reference to the lawful currency in Australia, $(f)$ unless otherwise stated.
• A reference to a person includes a body corporate, an unincorporated $(g)$ body or other entity and conversely.
• $(h)$ A reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns.
• A reference to any legislation or to any provision of any legislation $(i)$ includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it.
• $(i)$ A reference to any instrument or document includes any variation or replacement of it.
• A term not specifically defined in this Statement has the meaning given $(k)$ to it in the Corporations Act or the ASTC Settlement Rules, as the case may be.

• $(1)$ A reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally.

• A reference to you is to a person to whom the Offer are made under $(m)$ section 3.

• A reference to your ITC Shares is to ITC Shares in respect of which you $(n)$ were registered as a holder on the Register Date, or such latter date as the context requires.
• A reference to an obligation is to an obligation whether or not $\omega$ enforceable presently or in the future and whether on the fulfilment of a condition or by reason of the act of a third party or not.
• A reference to an arrangement includes a Relevant Agreement as $(p)$ defined in the Corporations Act.

DATED: 26 May 2006

SIGNED on behalf of Hatmore Pty Ltd by L Wozniczka, being a director of Hatmore Pty Ltd who is authorised to sign by a resolution unanimously passed at a meeting of the directors of Hatmore Pty Ltd

L Wozniczka

Director, Hatmore Pty Ltd

CORPORATE DIRECTORY

Registered and Head Office

Futuris Corporation Limited Level 6, 27 Currie Street Adelaide South Australia 5000

Registry

Computershare Investor Services Pty Ltd Level 5, 115 Grenfell St ADELAIDE SA 5000

Legal Adviser

Thomson Playford Lawyers 101 Pirie Street Adelaide South Australia 5000

Auditor

Ernst & Young 91 King William Street Adelaide South Australia 5000

ITC Offer Hotline and Email

1300 790 712 - for callers within Australia $+61(03)$ 9415 4281- for callers outside Australia [email protected] Note: the Offer Hotline will open on the date of the Offer.

Corporate Website

www.futuris.com.au

APPENDIX1

FCL's ASX ANNOUNCEMENT EVENTS SINCE 30 JUNE 2005

DATE	ANNOUNCEMENT
11.05.2006	Appendix 3B: New Issue Announcement – option exercise
11.05.2006	ITC: Response to bid by Futuris
11.05.2006	Bid to Acquire ITC Minorities
10.05.2006	Market Guidance Statement
08.05.2006	Change of location of members register
03.05.2006	Change in substantial holding for AMM
24.04.2006	Change in Directors' Interest Notice
24.04.2006	Change in substantial holding for FEA
19.04.2006	Updated - Becoming a substantial holder
13.04.2006	Futuris Hybrids Offer - FCLPA
12.04.2006	CAP Cancellation: Incorrect Code
12.04.2006	Appendix 3B: DRP
12.04.2006	Appendix 3B Options Exercised
12.04.2006	PRK: Patrick gets green light for FCL acquisition
10.04.2006	Futuris Hybrids offer closes oversubscribed
10.04.2006	Change of Director's Interest Notice
10.04.2006	ASX Circular: Deferred Settlement Trading of Futuris Hybrid
03.04.2006	Change in substantial holding for AMM
28.03.2006	Change in substantial holding for WBA
23.03.2006	Becoming a substantial holder for TGR
08.03.2006	Appendix $3B$ – option exercise
28.02.2006	Futuris Hybrids - Replacement Disclosure Document
28.02.2006	Futuris Hybrids - Completion of Bookbuild
27.02.2006	Futuris Hybrids - Amendment to terms of issue
27.02.2006	Futuris Hybrids Disclosure Document
27.02.2006	Change in substantial holding for FEA
22.02.2006	Appendix 3B - Futuris Hybrids - initial quotation
21.02.2006	Futuris Hybrid Issue: Trust Deed

DATE	ANNOUNCEMENT
20.02.2006	Change in substantial holding for FEA
20.02.2006	Open Briefing Futuris CEO on H1 06 Result
17.02.2006	To Raise $$100 - $150$ million – prospectus issue
17.02.2006	Hybrids Disclosure Document
09.02.2006	Half Year Results Presentation
08.02.2006	Half Yearly Report & Half Year Accounts
08.02.2006	BEN: Elders Rural Bank Interim Profit - 2005/06
08.02.2006	Elders Rural Bank Interim Profit 2005/06
07.02.2006	Amended Appendix 3B
07.02.2006	First Half Results Presentation & Webcast
06.02.2006	Appendix 3B-options
06.02.2006	Appendix $3B -$ options
21.12.2005	ACCC not to oppose Elders bid for EG Green Group
07.12.2005	FCLGA - Convertible Note Record Dates
05.12.2005	AWB & Elders strengthen fertiliser position
05.12.2005	AWB: AWB and Elders strengthen fertiliser position
16.11.2005	Change of Director's Interest Notice
31.10.2005	Change in substantial holding for AMM
31.10.2005	Appendix 3B
25.10.2005	Results of AGM
25.10.2005	Automotive Interior Systems J/V-Supply Chinese Auto Sector
25.10.2005	CEO's Address to Shareholders
24.10.2005	2005 Annual General Meeting
06.10.2005	Change in substantial holding for AMM
06.10.2005	Change in substantial holding for ITF
23.09.2005	Variations to CEO Remuneration Arrangements
23.09.2005	2005 Annual Review & Top 20
23.09.2005	2005 Annual Financial Report
23.09.2005	Notice of Annual General Meeting
14.09.2005	Change in substantial holding for ITF
06.09.2005	Change in substantial holding for AMM
29.08.2005	Change in Director's Interest for AMM

DATE	ANNOUNCEMENT
16.08.2005	Open Briefing Futuris CEO on FY05 Result
11.08.2005	Results Briefing – Presentation
11.08.2005	Results announcement & Preliminary Final Report
10.08.2005	Change in substantial holding for WBA
09.08.2005	2005 Full Year Results Release & Presentation
01.08.2005	Elders Rural Bank Final Profit 2004/05
01.08.2005	BEN ann: Elders Rural Bank Profit 2004/05
25.07.2005	Elders Reintroduces Trustee Operations

INTENTIONALLY BLANK

HATMORE PTY LTD

ABN 12 096 553 909

Computershare

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 Facsimile 61 8 8236 2305 [email protected] www.computershare.com

Use a black pen. Print in CAPITAL letters inside the grey areas.

$\mathbf{A}$

Transfer and Acceptance Form - Shares or Cash

This is an important document and requires your immediate attention. If you are in doubt about how to deal with it, please consult your financial or other professional advisor.

Use this form to accept Hatmore Pty Ltd Offer for your Integrated Tree Cropping Limited Shares

B Consideration

The consideration applicable under the terms of this offer

You will receive 3 Futuris Corporation Limited Shares for every 5 Integrated Tree Cropping Limited Shares held, or \$1.30 cash, payable within 7 days of acceptance.

To be completed by Securityholder

Please complete this form if you wish to accept the Offer in respect of ALL of your Integrated Tree Cropping Limited Shares on the terms set out in the bidder statement.

Integrated Tree Cropping Limited Shares

If you wish to receive cash consideration for your Integrated Tree Cropping Limited Shares, please specify the number of Integrated Tree Cropping Limited Shares you would like to receive cash consideration for in the space provided.

Integrated Tree Cropping Limited Shares, please specify
the number of Integrated Tree Cropping Limited Shares you would like to receive Share consideration for in the space provided.

Contact details D

Please provide your contact details in case we need to speak to you about this form.

Example 15 Sign here - this section must be signed before we can process this form.

IWe accept the offer made by Hatmore Pty Ltd in respect of Shares in Integrated Tree Cropping Limited I/we hold and I/we agree to be bound by the terms and conditions of the offer (including the instructions as to acceptance of the offer on the back of this form) and transfer all of my/our Integrated Tree Cropping Limited Shares to Hatmore Pty Ltd for the above consideration.

Individual or Securityholder 1

Individual or Securityholder 2

.
																											œ	$\sim$	.			$\sim$ ALCOHOL: 2006
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, しちょうしちょうしきょうしき しちょうしちょうしちょうし																			,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,											mann	.
																															1.9999

Individual or Securityholder 3

		Sole Director and Sole Company Secretary

Director

Director/Company Secretary

The directors reserve the right to make amendments to this form where appropriate. Please refer to the lodgement instructions overleaf.

See back of form for completion guidelines

(Write the number of Integrated

Tree Cropping Limited Shares)

How to complete this form

Acceptance of the takeover offer

Registration Details

The Shares are currently registered in the name(s) printed on this form. Your consideration will be issued in the names as it appears on the Integrated Tree Cropping Limited register.

If you have already sold all your Integrated Tree Cropping Limited Shares shown overleaf, do not keep or return this form. Please send this form to the broker who sold them for you.

Consideration

I A I

B

$|{\bf c}|$

The Cash Consideration payable under the takeover offer is \$1.30 ner Share.

The Share consideration payable owing under the takeover offer is 3 Futuris Corporation Limited Shares for every 5 Integrated Tree Cropping Limited Shares accepted.

How to accept the Offer

To accept part or all of your Integrated Tree Cropping Limited Shares for the Cash Offer, please specify the number of Integrated Tree Cropping Limited Shares in the box provided.

To accept part or all of your Integrated Tree Cropping Limited Shares for the share offer, please specify the number of Integrated Tree Cropping Limited Shares in the box provided.

If your Integrated Tree Cropping Limited Shares are held in an Issuer Sponsored Holding, simply complete and return this form to the Hatmore Pty Ltd Registry so that it is received by no later than 7.00pm (Australian Eastern Standard Time) on 27 June 2006, unless extended.

If your Integrated Tree Cropping Limited Shares are in a CHESS holding, you may contact your Controlling Participant directly (normally your stockbroker) with instructions to accept the offer. If you do this, you will need to sign and return this Transfer and Acceptance Form to your Controlling Participant. If you want Hatmore Pty Ltd to contact your Controlling Participant on your behalf via the CHESS system, sign and return this form to the Hatmore Pty Ltd Registry so that it is received no later than 7.00pm (Australian Eastern Standard Time) on 27 June 2006 unless extended.

If you sign and return this Transfer and Acceptance Form to the Registry either in respect of an Issuer Sponsored Holding or so that contact may be made with your Controlling Participant on your behalf, you warrant to Hatmore Pty Ltd (and authorise Hatmore Pty Ltd to warrant on your behalf) that you have full legal and beneficial ownership of the Integrated Tree Cropping Limited Shares and that Hatmore Pty Ltd will acquire them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), restrictions on transfer of any kind and free from any third party rights.

Neither Hatmore Pty Ltd or Computershare Investor Services Pty Limited ('CIS') will be responsible for any delays incurred by this process. You should allow sufficient time for the preferred party to initiate the acceptance of the offer on your behalf.

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Signature(s) E

You must sign the form as follows in the space provided:

Joint holding:	where the holding is in more than one name all of the securityholders must sign.
	Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Hatmore Pty Ltd registry. Alternatively, attach a certified copy of the Power of Attorney to this form when you return it.
Deceased Estate:	all executors must sign and, if not already noted by the Hatmore Pty Ltd registry, a certified copy of Probate or Letters of Administration must accompany this form.
Companies:	this form must be signed by either 2 Directors or a Director and a Company Secretary. Alternatively, where the company has a Sole Director and, pursuant to the Corporations Act, there is no Company Secretary, or where the Sole Director is also the Sole Company Secretary, that Director may sign alone. Delete titles as applicable.

Lodgement of Transfer and Acceptance Form

This Transfer and Acceptance Form must be received at the Adelaide office of CIS by no later than 7.00pm (Australian Eastern Standard Time) on 27 June 2006. Return this Transfer and Acceptance Form to:

Postal Address	OR	Hand Delivery
Computershare Investor Services Pty Limited		Computershare Investor Services Pty Limited
GPO Box 1903		Level 5
ADELAIDE SA 5001		115 Grenfell Street
		ADELAIDE SA 5000

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityhoiders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected]

If you have any enquiries concerning this Takeover Offer please contact CIS on telephone 1300 790 712.

For legal reasons, all calls to this number will be recorded.

Please note this form may not be used to change your address.

013373 - V4

Please return the completed form in the envelope provided, or to the address opposite:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001 Australia