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NUFARM LIMITED Proxy Solicitation & Information Statement 2004

Jan 21, 2004

65453_rns_2004-01-21_274981a8-5d47-4fd3-afc0-402a645f7b29.pdf

Proxy Solicitation & Information Statement

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SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

NUF

22 January 2004

Dear Shareholder

Acquisition of BASF Phenoxy Herbicide Business

On 14 January 2004. Nufarm Limited announced that it had entered an agreement to acquire BASF's Phenoxy Herbicide Business.

The business acquired has annual worldwide sales of more than Euro 40 million and includes a long-term supply agreement with BASF, covering Phenoxy herbicide inputs to BASF mixture products. This acquisition will facilitate a higher proportion of branded sales for Nufarm's core product range, and will establish strong brand positions in key strategic markets in Europe and South America. This represents an ideal fit with Nufarm's strategy of consolidating and strengthening the company's core crop protection business and expanding its geographic reach. Further information on these developments can be found on the company's website www.nufarm.com

The Board values the support of the company's retail shareholders, and is pleased to advise that eligible shareholders will be able to participate in the funding of the acquisition via the Nufarm Share Purchase Plan (SPP).

Nufarm Share Purchase Plan

Nufarm successfully completed a A\$40 million institutional share placement on 14 January 2004 as part of the funding for the acquisition at an issue price of A\$5.20c per share. The Board is now pleased to invite Nufarm shareholders with a registered address in Australia or New Zealand to participate in the SPP by subscribing for up to 960 of additional shares in Nufarm without incurring brokerage or other transaction costs. Details of this offer and how to participate are enclosed.

The SPP offer period will close on 13 February 2004.

The SPP is intended to raise up to A\$10 million. If the total value of applications for shares exceeds A\$10 million, the Company reserves the right to scaleback the applications accordingly. Having considered a wide range of funding options for the acquisition, the Board believes the chosen funding strategy is the most efficient, minimizes the cost of capital and allows both Nufarm's institutional and retail shareholders to participate in the equity raising.

I encourage you to read the terms and conditions of SPP carefully. If you require additional information you may wish to contact the Shareholder Information Line on 0800 222 086 for New Zealand Shareholders or 1800 009 264 for Australian Shareholders or visit the company website www.nufarm.com

The acquisition of the BASF Phenoxy Herbicide Business is an important strategic development that will provide a platform for profitable growth of the company in the future. The Directors commend the opportunity to participate in the SPP to you and invite you to carefully consider the enclosed material.

If you are in doubt as to how to act on this matter you should contact a professional advisor.

Thank you for your continued support.

Yours faithfully

Magand

K M Hoggard Chairman

Nufarm Share Purchase Plan

Nufarm Limited (Nufarm) is pleased to provide eligible Nufarm shareholders with the opportunity to participate in the Nufarm Share Purchase Plan (the SPP) by subscribing for up to A\$5,000 of additional shares in Nufarm without incurring brokerage or other transaction costs. Details of this offer and how to participate are set out below.

Acquisition of BASF Phenoxy Herbicide Business

As announced to the Australian Stock Exchange (ASX) on 14 January 2004. Nufarm has recently acquired the global phenoxy herbicide business of BASF (Germany) for approximately $E42$ million (A\$70 million). The acquisition is to be funded by a combination of existing debt facilities, a \$40 million institutional equity placement (the Placement) and the SPP.

Nufarm successfully completed the Placement on 14 January 2004 at an issue price of A\$5.20c per share.

The SPP is intended to raise up to A\$10 million. If and to the extent to which the total value of applications for shares under the SPP exceeds A\$10 million. Nufarm reserves the right to scale back applications.

Eligibility to participate in the SPP

You are eligible to participate in the SPP if you were a registered holder of fully paid ordinary shares in Nufarm at the close of business on 16 January 2004 (the Record Date) with a registered address in Australia or New Zealand. The Nufarm Board has determined that because of foreign securities laws, it is not practical for holders of Nufarm Shares with registered addresses in other jurisdictions to participate in the SPP.

  • Single holders: If you are the only registered holder of a holding of Nufarm Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of Nufarm Shares
  • Joint holders: If you are recorded with one or more other persons as the joint holder of a holding of Nufarm Shares, that ioint holding is considered to be a single registered holder for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that holding. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, the joint holders may only apply for one maximum parcel of Nufarm shares.
  • Trustees and nominees: If you are expressly noted on Nufarm's share register as a trustee or nominee for a named beneficiary, you may apply for one maximum parcel of Nufarm Shares in respect of each such beneficiary. If the Nufarm share register does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.

To the extent that you hold shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws.

Participation is optional

Participation in the SPP is entirely optional (subject to the eligibility criteria set out above). The offer to acquire Nufarm Shares is not a recommendation. If you are in any doubt about this offer, whether you should participate in the SPP or how such participation will affect you (including taxation implications), you should contact a professional advisor. Nufarm also recommends that you monitor the Nufarm Share price, which can be found on Nufarm's website at www.nufarm.com or in the financial pages of major newspapers.

Offer price

The offer price for each Nufarm Share under the SPP is A\$5.20, which is the same price at which Nufarm Shares were issued to institutional investors under the Placement.

No brokerage commission or other transaction costs are payable by shareholders in respect of the acquisition of Nufarm Shares under the SPP.

As at the close of business on the Record Date the market price of Nufarm Shares was A\$5.65. The offer price of A\$5.20 is less than the market prices at which Nufarm Shares have traded in the period of 30 days prior to the Record Date.

You should note that the Nufarm Share price may rise or fall between the date of this offer and the date when Shares are allotted and issued to you under the SPP. This means that the price you pay per Nufarm Share pursuant to this offer may be either higher or lower than the Nufarm Share price at the time the Nufarm Shares are issued and allotted to you under the SPP

Number of Nufarm Shares Offered Under the SPP

If you are eligible to participate in the SPP you may apply for a specified number of Nufarm Shares under one of the following alternate offers. To assist shareholders who have registered addresses in New Zealand, applications can be made in NZ\$. For the purposes of the SPP, an exchange rate of A\$1.00 = NZ\$1.146, being the exchange rate at the Record Date, will be applied.

Offer Number of Nufarm
Shares Offered
AUSTRALIAN RESIDENT
SHAREHOLDERS
NEW ZEALAND RESIDENT
SHAREHOLDERS
Total Amount Payable Total Amount Payable
(number of shares x A\$5.20¢ per share) (number of shares x NZ\$5.95¢ per share)
195 A\$1,014 NZ\$1,160
2 385 A\$2,002 NZ\$2,290
3 575 A\$2,990 NZ\$3,421
4 770 A\$4,004 NZ\$4,581
5 960 A\$4,992 NZ\$5,712

You must apply for a total number of Nufarm Shares as specified under Offer 1.2.3.4 or 5. It is not possible to apply for a smaller or larger number of Nufarm Shares.

Maximum Applications

The offer under the SPP needs to comply with requirements prescribed by the Australian Securities and Investments Commission. Under those requirements, the maximum application price that may be paid for Nufarm Shares which may be applied for under the SPP (namely a maximum of A\$5,000) applies irrespective of how many shares you held on the Record Date. In light of these requirements, Nufarm has determined that the maximum number of Nufarm Shares that will be offered under the SPP to each shareholder will be 960. This limit applies irrespective of whether you hold shares in more than one account or received more than one of these SPP letters.

Please note that as part of your application for Nufarm Shares under the SPP you must certify that the aggregate application price of all your applications under the SPP does not exceed A\$5.000.

Nufarm reserves the right to reject any application for Nufarm Shares under the SPP to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

Scaling back applications

If and to the extent to which the total value of applications for shares under the SPP exceeds A\$10 million, Nufarm reserves the right to scale back applications.

If this occurs, you may be allocated Shares to a value which is less than you applied for. Any determination by the Board in respect of any scaling back will be final.

If a scale-back occurs. Nufarm will refund any excess application money to you (without interest).

Non-renounceable offer

The offer to purchase Nufarm Shares under the SPP is non-renounceable. This means that you cannot transfer your right to purchase Shares under the offer to anyone else.

No other participation costs

No brokerage, commission or other participation costs are payable by you in respect of the acquisition of Nufarm Shares under the SPP.

Ranking of Shares

All Nufarm Shares issued under the SPP will rank equally with existing Nufarm shares from the date of issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing Nufarm shares.

Binding terms

By accepting the offer to purchase Nufarm Shares under the SPP, you agree to be bound by these terms and conditions and Nufarm's constitution.

How to apply for Shares under the SPP

If you would like to apply for Nufarm Shares under the SPP, please complete the enclosed Application Form and return it, together with your cheque made payable to 'Nufarm SPP Account' and drawn in

  • for Australian resident shareholders. Australian currency
  • for New Zealand resident shareholders. New Zealand currency

for the correct amount and in the enclosed reply paid envelope. Do not forward cash. Receipts for payment will not be issued.

Applications may only be made in one of the designated amounts set out in the Application Form. If the amount of the cheque tendered with your Application Form is not one of the designated amounts. Nufarm reserves the right to return the Application Form and not allot any Nufarm Shares under the SPP to you.

Applications must be received by 5.00pm (Melbourne time) on Friday 13 February 2004

Applications received after that time will not be accepted.

Applications and payments under the SPP may not be withdrawn once they have been received by Nufarm. Application money will not bear interest under any circumstances.

Allotment and quotation dates

Shares will be allotted under the SPP as soon as reasonably practicable, and Nufarm will apply for those Shares to be listed for quotation on the ASX.

Nufarm will issue a holding statement or confirmation advice in respect of the Shares allotted to you under the SPP. You should confirm your holding before trading in any Shares you believe have been allotted to you under the SPP.

Withdrawal, suspension, termination, anomalies and disputes

Nufarm reserves the right to waive strict compliance with any provision of these terms and conditions, to amend or vary these terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders, even where Nufarm does not notify you of that event

Nufarm may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies, or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Nufarm will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates.

Nufarm's rights may be exercised by the Board or any delegate of the Board.

If you have any questions in respect of the SPP, please contact the Nufarm Share Registry;

For shareholders with an Australian registered address:

Computershare Investor Services Pty Limited

Telephone: 1800 009 264

Facsimile 61 3 9473 2529

For shareholder with a New Zealand registered address:

Computershare Investor Services Limited

Telephone 0800 222 086

Facsimile 09 488 8787

▗┠┠╿╿╿╽┋┇┇┋┋┋┋┋┋┇╷╿╻╿╻╿╻╿╻┇┇╻

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

Please return completed form to:

Nufarm Limited C/- Computershare Investor Services Ptv Limited GPO Box 52 MELBOURNE VIC 8060

Telephone: 1800 009 264 (within Australia) Telephone: (61 3) 9615 5970 (outside Australia) (03) 9473 2529 Facsimile:

Securityholder Reference Number (SRN)

11234567890 $IND$

Reference Number: Record Date: Offer Closes: Purchase Price:

16 January 2004 13 February 2004 A\$5.20 per share

SHARE PURCHASE PLAN APPLICATION FORM

NUF

Pursuant to the terms and conditions of the Nufarm Limited ("NUF") Share Purchase Plan ("SPP") contained in the letter to NUF shareholders dated 22 January 2004, NUF is offering eligible shareholders the opportunity to purchase NUF fully paid ordinary shares up to a maximum value of A\$4,992.00 per eligible shareholder, subject to a minimum application of A\$1,014.00. If you do not wish to purchase additional shares under this offer there is no need to take action.

By submitting this form you agree to be bound by the Constitution of NUF and agree that the submission of this form constitutes an irrevocable offer by you to NUF to subscribe for NUF Shares on the terms of the SPP. In addition, you also certify as at the date this application form is received by NUF that the aggregate amount of shares applied for by you under the SPP (under this application and any other application submitted by you) does not exceed A\$5,000.00

METHOD OF ACCEPTANCE

A

here

Your cheque or Bank Draft should be in Australian dollars and drawn on an Australian bank made payable to 'Nufarm SPP Account' for the relevant amount and crossed 'Not Negotiable'. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected.

Your acceptance slip and cheque or Bank Draft must be received by the share registry before the close of the offer 5.00pm (Melbourne time) on 13 February 2004. You should allow sufficient time for this to occur. A reply paid envelope is enclosed. Your Application Form should be returned in the envelope provided or delivered to our registry at the address shown above. Refer overleaf for instructions.

NUF may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by NUF will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. NUF reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where NUF does not notify you of that event.

THIS IS AN IMPORTANT DOCUMENT Should you have any doubt about how to deal with it please consult a financial advisor This offer is non-renounceable - No Signature required Return Acceptance Slip and Cheque or Bank Draft in the envelope provided 005753 V 0091XC Pin cheque (Do not staple) In case we need to contact you $BH( )$ Nufarm Limited $AH(+)$ ABN 37 091 323 312 Entitlement Number: I/we wish to purchase shares: 575 shares 770 shares 960 shares 195 shares 385 shares or or or Oľ A\$4,992.00 A\$1,014.00 A\$2,002.00 A\$2,990.00 A\$4,004.00

* These share amounts may be subject to adjustment if total acceptances exceed A\$10 Million.

Record Cheque Details Below

TEERIKUUSEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINE
KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN KUULUINEN
Elizabeth a component a component a component a component a component and the component and the component and the component and the component and the component and the component and the component and the component and th

Kanalandra William (martin 19
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Instructions

Do not staple the cheque to the Application form.

Payment Instructions

Your cheque should be made payable to "Nufarm SPP Account" and crossed "Not Negotiable".

Cheques must be in Australian dollars and drawn on an Australian bank account. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected.

Application Forms and cheques must be received no later than 5.00pm (Melbourne time) 13 February 2004 at the address shown below. You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the Share Purchase Plan. A reply paid envelope is enclosed.

Cash will not be accepted via the mail or in person at the share registry. Payments cannot be made at the bank.

Application Forms and cheques may be mailed or delivered to:

MAILING ADDRESS

Computershare Investor Services Pty Limited GPO BOX 52 Melbourne, Victoria 8060 AUSTRALIA

DELIVERY ADDRESS

Computershare Investor Services Ptv Limited Level 12, 565 Bourke Street Melbourne, Victoria 3000 (Please do not use this address for Express Post mailing)

Nufarm Limited may settle in any manner it thinks fit, any disputes or anomalies which may arise in connection with or by reason of the operation of the Share Purchase Plan, whether generally or in relation to any applicant or application or shares and the decision of Nufarm Limited will be conclusive and binding on all persons to whom the determination refates. Nufarm Limited reserves the right to waive compliance with any provision of these terms and conditions.

PRIVACY NOTICE

We, Nufarm Limited, through our agent, Computershare Investor Services Pty Limited, collect personal information when you submit this form. Your personal information is used by us and/or our agent to process your acceptance of the shares and to administer the granting of new shares to you. To do these things, we usually disclose, and by executing this form you consent us to disclosing, your personal information to the following organisations (which may be located outside Australia); stockbrokers involved in the trading of shares; the Securities Clearing House; our related bodies corporate; our legal, financial and professional advisors; and organizations to which we outsource our functions and activities (such as our mailing house). If your personal information is not provided to us, we will be unable to do these things. In most cases, you can gain access to your personal information on request.

595713 V 0051YC

▗┠┠╿╿╿╽┋┇┇┋┋┋┋┋┋┇╷╿╻╿╻╿╻╿╻┇┇╻

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

Please return completed form to:

Nufarm Limited C/- Computershare Investor Services Limited Private Bag 92119 AUCKLAND NEW ZEALAND 1020

Telephone: 0800 222 086 Telephone: 09 488 8777 Facsimile: 09 488 8787

Securityholder Reference Number (SRN)

11234567890 $IND$

Reference Number: Record Date: Offer Closes: Purchase Price:

16 January 2004 13 February 2004 NZ\$5.95 per share

SHARE PURCHASE PLAN APPLICATION FORM

Pursuant to the terms and conditions of the Nufarm Limited ("NUF") Share Purchase Plan ("SPP") contained in the letter to NUF shareholders dated 22 January 2004, NUF is offering eligible shareholders the opportunity to purchase NUF fully paid ordinary shares up to a maximum value of NZ\$5,712.00 per eligible shareholder, subject to a minimum application of NZ\$1,160.00. If you do not wish to purchase additional shares under this offer there is no need to take action.

NUF

By submitting this form you agree to be bound by the Constitution of NUF and agree that the submission of this form constitutes an irrevocable offer by you to NUF to subscribe for NUF Shares on the terms of the SPP. In addition, you also certify as at the date this application form is received by NUF that the aggregate amount of shares applied for by you under the SPP (under this application and any other application submitted by you) does not exceed A\$5,000,00

METHOD OF ACCEPTANCE

A

Your cheque or Bank Draft should be in New Zealand dollars and drawn on a New Zealand bank made payable to 'Nufarm SPP Account' for the relevant amount and crossed 'Not Negotiable'. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected.

Your acceptance slip and cheque or Bank Draft must be received by the share registry before the close of the offer 5.00pm (Melbourne, Australia time) on 13 February 2004. You should allow sufficient time for this to occur. A reply paid envelope is enclosed. Your Application Form should be returned in the envelope provided or delivered to our registry at the address shown on the reverse of this form. Refer overleaf for instructions.

NUF may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by NUF will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. NUF reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where NUF does not notify you of that event.

Should you have any doubt about how to deal with it please consult a financial advisor
Return Acceptance Slip and Cheque or Bank Draft in the envelope provided
THIS IS AN IMPORTANT DOCUMENT
This offer is non-renounceable - No Signature required
005713 V_0051ZC
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(nia kon o
Nufarm
Nufarm Limited
ABN 37 091 323 312
I/we wish to purchase shares:
In case we need to contact you
BH (Fig. 1991)
AH (
Entitlement Number:
195 shares
or
NZ\$1,160.00
385 shares
or
NZ\$2,290.00
575 shares
NZ\$3,421.00
or 770 shares
or
NZ\$4,581.00
960 shares
NZ\$5.712.00
* These share amounts may be subject to adjustment if total acceptances exceed A\$10 Million.
Drawer Record Cheque Details Below Account Number NZ Amount
. NZS.

Instructions

Do not pin the cheque to the Application form.

Payment Instructions

Your cheque should be made payable to "Nufarm SPP Account" and crossed "Not Negotiable".

Cheques must be in New Zealand dollars and drawn on a New Zealand bank account. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected.

Application Forms and cheques must be received no later than 5.00pm (Melbourne, Australia time) 13 February 2004 at the address shown below. You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the Share Purchase Plan. A reply paid envelope is enclosed.

Cash will not be accepted via the mail or in person at the share registry. Payments cannot be made at the bank.

Application Forms and cheques may be mailed or delivered to:

MAILING ADDRESS

Computershare Investor Services Limited Private Bag 92119 AUCKLAND 1020

DELIVERY ADDRESS

Computershare Investor Services Limited Level 2, 159 Hurstmere Road Takapuna, North Shore City (Please do not use this address for Express Post mailing)

Nufarm Limited may settle in any manner it thinks fit, any disputes or anomalies which may arise in connection with or by reason of the operation of the Share Purchase Plan. whether generally or in relation to any applicant or application or shares and the decision of Nufarm Limited will be conclusive and binding on all persons to whom the determination refates. Nufarm Limited reserves the right to waive compliance with any provision of these terms and conditions.

PRIVACY NOTICE

We, Nufarm Limited, through our agent, Computershare Investor Services Limited, collect personal information when you submit this form. Your personal information is used by us and/or our agent to process your acceptance of the shares and to administer the granting of new shares to you. To do these things, we usually disclose, and by executing this form you consent us to disclosing, your personal information to the following organisations (which may be located outside Australia); stockbrokers involved in the trading of shares; the Securities Clearing House; our related bodies corporate; our legal, financial and professional advisors; and organizations to which we outsource our functions and activities (such as our mailing house). If your personal information is not provided to us, we will be unable to do these things. In most cases, you can gain access to your personal information on request.

665713 V. 009200