PRIMEAG AUSTRALIA LIMITED

ABN 66 127 984 123

NOTICE OF 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is given that the Annual General Meeting of PrimeAg Australia Limited
(Company) ABN 66 127 984 123 will be held at 11.00 am on Monday, 5
November 2012, at the Hyde Park Forum, Hyde Park Inn, Level 1, 271 Elizabeth
Street, Sydney, New South Wales.
The business to be considered at the Annual General Meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

BUSINESS

Ordinary Business

Item 1. Financial Statements and Reports
To receive and consider the Financial Statements, the Directors' Report and the Auditor's Report, which are contained in the 2012 Annual Report.
The 2012 Annual Report accompanies this Notice of Meeting if shareholders have elected to receive a printed version. An electronic version of the 2012
Annual Report can be accessed on the Company's website www.primeag.com.au
Item 2. Remuneration Report
To consider the Remuneration Report as contained in the 2012 Annual
Report, and if thought fit, pass the following non-binding ordinary resolution:
"THAT the Remuneration Report for the 12 months to 30 June 2012 be adopted."

Voting exclusion statement.

The Company will disregard any votes cast on the resolution under Item 2 by or on behalf of:
(a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or
(b) a closely related party of such a member.
However, the Company will not disregard a vote cast by a person described above if:
(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution under Item 2; or
(d) the vote is not cast on behalf of a person described in paragraphs (a) or (b)
above.
Item 3. Re-election of Mr. D B Trebeck as a Director.
To consider, and if thought fit, pass the following ordinary resolution:
"THAT Mr. D B Trebeck, a Director of the Company retiring in accordance with clause 13.5(a) of the Company's Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company."
Item 4. Re-election of Mr. S R Williams as a Director.
To consider, and if thought fit, pass the following ordinary resolution:
"THAT Mr. S R Williams, a Director of the Company retiring in accordance with clause 13.5(a) of the Company's Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

Voting entitlements.

For the purposes of determining voting entitlements at the Annual General Meeting, the Directors have determined, in accordance with Regulation 7.11.38 of the Corporations Act 2001 (Cth), that shares in the Company will be taken to be held by the persons who are registered as holding the shares at 11.00am (EST) on Saturday, 3 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
By order of the Board
S J Macansh
Secretary
28 September 2012
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Notes regarding Proxies.

- Votes at the Annual General Meeting may be given personally, or by proxy, attorney or representative.
- A shareholder entitled to attend and vote at the meeting may appoint no more than two proxies.
- A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy may exercise.
- If a shareholder appoints two proxies and the appointment does not specify the proportion or the number of votes each proxy may exercise, each proxy may exercise one half of the shareholder's votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.
- A proxy need not be a shareholder of the Company.
- A proxy form must be signed by the member or, signed by the member's attorney under a Power of Attorney for which the attorney has not received any notice of revocation of the authority. Proxies given by corporate members must be executed in accordance with their constitution, under seal, or under the hand of a duly authorised officer or attorney.
- To be valid for the scheduled meeting, the completed proxy form (and any Power of Attorney under which it is signed) must be lodged in accordance with the following, no later than 48 hours before the commencement of the scheduled meeting, that is by 11.00 am on Saturday, 3 November 2012.
- Lodgement of proxies
Proxies may be lodged with Link Market Services Limited, by:

o mail to Locked Bag A 14, Sydney South NSW 1235

o facsimile to 61 2 9287 0309

o delivery to Level 12, 680 George Street, Sydney. NSW 2000

o delivery to 1A Homebush Bay Drive, Rhodes, NSW, 2138.

Shareholders wishing to submit proxy appointments and voting instructions electronically should visit the share registry website www.linkmarketservices.com.auand follow the prompts and instructions. To use this facility, shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which is shown on the top of the proxy form. Appointments and instructions will need to be submitted by 11.00 am on Saturday 3 November 2012.
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- A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit. Sections
250BB and 250BC of the Corporations Act 2001 (Cth) took effect on 1
August 2011 and apply to voting by proxy (whether or not the proxy was
appointed before, on or after 1 August 2011). Broadly, the changes mean that:

o if proxy holders vote, they must cast all directed proxies as directed; and

o any directed proxies which are not voted will automatically default to the Chairman, who must vote the proxies as directed.

More detail on these changes is provided below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

o the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

o if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

o if the proxy is the Chairman of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way; and

o if the proxy is not the Chairman - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

Transfer of non-chair proxy to Chairman in certain circumstances

Section 250BC provides that, if:

o an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

o the appointed proxy is not the Chairman of the meeting; and

o at the meeting, a poll is duly demanded on the question that the resolution be passed; and

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o either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the Chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
- If a shareholder appoints the Chairman of the meeting as the shareholder's proxy and does not specify how the Chairman is to vote on an item of business including in respect of the resolution under Item 2, the Chairman will vote, as proxy for that shareholder, in favour of that item in a poll. If you do not wish to give the Chairman such a directed proxy, you should ensure that a box other than the 'For' box is clearly marked in respect of the relevant resolution on your proxy form.
- If a corporate shareholder wishes to appoint a person to act as its representative at the meeting, that person should be provided with a letter or certificate authorising that person as that corporate shareholder's representative (executed in accordance with the corporate shareholder's constitution) or with a copy of the resolution appointing the representative, certified by a secretary or director of the corporate shareholder.
A proxy form is enclosed with this Notice of Meeting.
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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of PrimeAg Australia Limited in connection with the business to be considered at the Annual General meeting to be held on 5 November 2012. The Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Directors recommend that shareholders vote in favour of all resolutions.

Item 1: Financial Statements and Reports

Section 317 of the Corporations Act 2001 (Cth) (Act) requires that the Financial Report (which includes the Financial Statements and Directors' declaration), the Directors' Report and the Auditor's Report be laid before the Annual General Meeting. These reports, which are incorporated in the 2012 Annual Report, can be accessed on the Company's website www.primeag.com.au.

There is no requirement either in the Act or in the Company's Constitution for the Financial Report, the Directors' Report or the Auditor's Report to be approved formally by shareholders. Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

Item 2: Remuneration Report

Under sections 249L and 250R of the Act, public companies are required to meet disclosure requirements in respect of Director and executive remuneration, and to include a Remuneration Report in the Director's Report to Shareholders. The Remuneration Report for the 12 months ended 30 June 2012 is included in the

2012 Annual Report.

Further, the Act requires that adoption of the Remuneration Report be included as a resolution on which shareholders are given the opportunity to vote at the Annual General Meeting.

The vote on this resolution is advisory only, and will not be binding on the Board. Notwithstanding the non-binding nature of the vote, the Board will take note of the outcome of the vote when considering future remuneration matters.

Under the Corporations Act, if at least 25% of the votes cast on the resolution at the

Annual General Meeting are against adoption of the Remuneration Report, then:

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• If comments are made on the report at the Annual General Meeting, the Company's remuneration report for the financial year ending 30 June 2013 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this position; and

• If, at the Company's 2013 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a General Meeting (Spill Meeting) be called to consider the election of directors of the Company (Spill Resolution). The Spill Meeting must be held within 90 days of the date of the 2013 Annual General Meeting. For a Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the directors (other than any managing director) will cease to held office immediately before the end of the Spill Meeting unless re-elected at that meeting.

Please note that the Chairman of the Meeting intends to vote any undirected proxies in favour of this resolution.

Item 3: Re-election of Mr. D B Trebeck as a Director.

Mr. Trebeck was appointed a Director on the incorporation of the Company on 12
October 2007.
Under clause 13.5(a) of the Constitution, one third of the total number of Directors is required to retire from office at each Annual General Meeting. Clause 13.5(d) provides that a retiring Director is eligible for re-election and the re-election of Mr. Trebeck is included as business for the Annual General Meeting in accordance with these rotational requirements.

David Bruce Trebeck Non-executive Director. Appointed 12 October 2007.

Chairman - Audit Risk and Compliance Committee Member - Remuneration and Nominations Committee Member - Workplace Health and Safety
David has 35 years experience as a professional economic advisor - 1972 to 1983 with the National Farmers Federation (and predecessors), and through the consultancy firm he founded, ACIL Consulting, between 1983 and 2004. Consultancy assignments included natural resource management, a broad range of
agricultural issues, and microeconomic policy reform.
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David was a Commissioner of the National Water Commission (2005-8), chaired an Australian Government inquiry into fuel taxation, (2001-2) and was a member of the Agriculture and Food Policy Reference Group (2005-6) and Quarantine and Biosecurity Review Panel (2008)
David is a Director of GrainCorp Ltd (appointed February 2002) and Chairman of Penrice Soda Holdings Ltd. He is an advisor and former Director of regional companies associated with the Danish shipping group AP Moller-Maersk. He was a former Director of Incitec Pivot Ltd (2003-2005), Incitec Ltd (1997-2003) and Pipers Brook Vineyard Ltd (2001 - 2003).
David maintains direct agricultural involvement through ownership and operational interests in broadacre cereal and grazing activities on the south west slopes of New South Wales.

Item 4: Re-election of Mr. S R Williams as a Director.
Mr. S R Williams was appointed a Director on the incorporation of the Company on
12 October 2007.
Under clause 13.5(a) of the Constitution, one third of the total number of Directors is required to retire from office at each Annual General Meeting. Clause 13.5(d) provides that a retiring Director is eligible for re-election and the re-election of Mr. Williams is included as business for the Annual General Meeting in accordance with these rotational requirements.

Stephen Ray Williams Non executive Director. Appointed 12 October 2007.

Chairman - Remuneration and Nominations Committee
Steve has over 30 years as a legal practitioner, and is a partner of Sydney based Kemp Strang Lawyers. He practices principally in the corporate and commercial arenas, in the areas of commercial property development, structuring and financing.
Steve was appointed Chairman and non executive Director of Axiom Mining Limited in June, 2010. Axiom is an ASX listed gold exploration company. Steve was Chairman of Coffey International Limited (Retired 27 February 2012) an ASX listed company which provides consulting and other multi specialist services in geotechnical, environmental, mining and infrastructure areas, both within and outside Australia.
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ONLINE

LODGE YOUR VOTE 1

www.linkmarketservices.com.au

PrimeAg Australia Limited

ABN 66 127 984 123

l8J By mail:

PrimeAg Australia Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia