PRIMEAG AUSTRALIA LIMITED 
By
4 October 2013
Attached is the prepared Chairman's speech for the Scheme Meeting to be held today where the shareholders of PrimeAg Australia Limited (ASX: PAG), excluding Australian Food & Fibre Limited ("AFF") and David Robinson, will consider and vote on a resolution to approve the Scheme under which AFF will acquire all of the shares in the Company which it and Dr David Robinson do not already own.
The Scheme Meeting is to be held today, Friday, 4 October 2013, at 11:00am at Hyde Park Forum, Level 1, 271 Elizabeth Street, Sydney, NSW.
For further information, please call PrimeAg on +61 7 4688 4588. Yours Sincerely
Samantha Macansh
Company Secretary
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PRIMEAG AUSTRALIA LIMITED CHAIRMAN'S SCRIPT SCHEME MEETING - 4 OCTOBER 2013
Good morning ladies and gentlemen, and welcome to this important meeting of PrimeAg shareholders to consider the proposed scheme of arrangement under which Australian Food & Fibre Limited proposes to acquire all the ordinary shares in PrimeAg which it and Mr David Robinson do not already own (Scheme). As you are aware, AFF and Mr David Robinson currently hold approximately 8.8% of the issued capital of PrimeAg.
I am Roger Corbett, the Chairman of PrimeAg and the Chair of today's meeting, and, on behalf of my fellow directors, I thank you for the taking the time to attend.
A copy of my address will be posted on PrimeAg's website today and has been lodged with the ASX
to provide access for as many shareholders as possible.
There is a quorum present so I will now formally open this meeting of PrimeAg shareholders. You have all received a copy of the Notice of Meeting which was contained in the Explanatory Memorandum dated 28 August 2013 which was sent to all shareholders. If there is no objection, I propose to take the Notice of Meeting as read. Extra copies of the Notice are available in the foyer.
With me today are fellow representatives of the Company being Mr Peter Corish, Managing Director of PrimeAg, Mr David Trebeck, Mr Stephen Ray Williams, Mr Stephen Andrew Williams, Mr Peter Young, Mr Geoffrey Howitt, non-executive directors of PrimeAg and Ms Samantha Macansh, the Company Secretary and Chief Financial Officer of PrimeAg.
Since today's meetings are important for PrimeAg shareholders, it will be worthwhile recounting the privatisation process, prior to proceeding to this meeting's formal business.
In October 2012, PrimeAg returned $40.0 million to PrimeAg Shareholders (representing $0.15 per PrimeAg Share), being the proceeds from the sale of the Inner Downs and North Star property aggregations that completed on 27 July 2012.
On 30 August 2012, following the completion of that transaction and taking account of the PrimeAg share price, PrimeAg's operating and financial performance and feedback from major shareholders, the Board announced a proposal to unlock shareholder value and return capital to shareholders by way of an extensive public tender process. The Privatisation Process considered proposals to acquire the company as well as proposals to acquire all or part of PrimeAg's assets.
As a result of the Privatisation Process, on 15 February 2013, PrimeAg announced the sale of approximately 60% of its remaining portfolio of land and water entitlements to Global Ag Properties Australia Pty Ltd as trustee for Global Ag Properties Australia Trust, a wholly owned subsidiary of TIAA-CREF Global Agriculture LLC ("TIAA-CREF") at a small premium to book value (the "TIAA- CREF Transaction").
On 30 April 2013, PrimeAg returned $106.6 million to PrimeAg Shareholders (representing $0.40 per PrimeAg Share), being the proceeds raised by PrimeAg from the entitlement offer completed in August 2011, less a retained amount to adequately fund the working capital requirements of the company for the foreseeable future. The TIAA-CREF Transaction completed on 31 July 2013 and
$122.5 million (representing $0.46 per PrimeAg Share) was distributed to PrimeAg Shareholders by capital return on 15 August 2013.
The proposed sale of Emerald and the Scheme are the final step in the privatisation process.
I note that no superior proposal has emerged since the time of the first announcement of the Emerald transaction and the Scheme to ASX on 1 July 2013.
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The PrimeAg Board recommends, in the absence of a superior proposal, that PrimeAg shareholders
vote in favour of the Scheme. The Independent Expert engaged to evaluate the proposed Scheme has concluded that the proposed Scheme is not fair but reasonable and, therefore, in the best interests of PrimeAg shareholders.
I note that the PrimeAg directors intend to vote or have directed proxies to vote, the PrimeAg shares we hold or control in favour of the Scheme.
The Explanatory Memorandum dated 28 August 2013 which was sent to all PrimeAg shareholders contained the PrimeAg Board's recommendation, the reasons to vote in favour and the reasons to vote against together with the Independent Expert's Report by Deloitte Corporate Finance Pty Ltd. Additional copies of the Explanatory Memorandum are available here today.
As detailed in the Explanatory Memorandum, the Scheme is subject to a number of conditions and will only be implemented if all those conditions have been satisfied by the time the Court is asked to approve the Scheme.
One of those conditions is that the requisite majority of PrimeAg shareholders (excluding AFF and Dr David Robinson who will not vote) must approve the Scheme by passing the resolution to be considered at this Scheme Meeting. I will outline shortly the majorities required by the Corporations Act and the voting procedure to be followed today.
If PrimeAg shareholders (excluding AFF and Dr David Robinson) approve the Scheme today, then we intend to seek Court approval of the Scheme in the Federal Court of Australia in Sydney on 18
October 2013. The Scheme is conditional on the approval of the Emerald Transaction, the Emerald Distribution and the Final Distribution which will be considered at the EGM to take place immediately following this meeting.
Should the Court approve the Scheme and all other conditions have either been satisfied or have been waived by AFF, the Scheme will become effective upon the lodgement of the Court's orders with ASIC, and AFF will acquire all of the ordinary shares in PrimeAg which it and Dr David Robinson do not already own. This is a shorthand description of the Scheme which involves the following (in summary):
1. AFF will deposit the total scheme consideration into a bank account nominated by PrimeAg to be held on trust for PrimeAg shareholders (excluding AFF and Dr David Robinson);
2. As soon as practicable thereafter and in any event, no later than 5 business days after the Implementation Date (currently scheduled for Monday 4 November), PrimeAg will pay the scheme consideration to PrimeAg shareholders (excluding AFF and Dr David Robinson);
3. AFF will acquire all ordinary shares in PrimeAg which it and Dr David Robinson do not already own on the record date;
4. PrimeAg will become a wholly owned subsidiary of AFF; and
5. PrimeAg will apply for suspension in the trading of its shares on ASX.
I would now like to continue with the formal business of the meeting to consider the resolution.
Only people holding blue cards are able to vote and ask questions at this Scheme meeting, Visitors holding a white card are not eligible to vote or speak at the meeting. Visitors holding a red card are not eligible to vote, but are eligible to speak at the meeting.
PrimeAg shareholders have been asked to consider, and if thought fit, pass the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act:
"That pursuant to and in accordance with section 411 of the Corporations Act, the arrangement between PrimeAg Australia Limited and the holders of its fully paid ordinary shares (other than Australian Food & Fibre Limited and Dr David Robinson) (Scheme), the terms of which are contained
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in the document appearing as Attachment C to the Explanatory Memorandum (which accompanies
this notice), is agreed to, and the Board of PrimeAg is authorised to:
(i) agree to such modifications or conditions to the Scheme as are thought fit by the Federal Court of
Australia; and
(ii) subject to the approval by the Federal Court of Australia, implement the Scheme without any such modifications or conditions"
I will now ask someone to please move the motion to approve the Scheme in the terms of the
Resolution.
For the Scheme to proceed and become effective, the Resolution must be approved by:
a) (unless the Court orders otherwise), a majority in number (more than 50%) of PrimeAg shareholders (excluding AFF and Dr David Robinson who will not vote) present and voting at the scheme meeting in person, by attorney, by proxy or, (in the case of corporate PrimeAg shareholders or proxies) by authorised representative; and
b) At least 75% of the total number of votes cast on the Scheme at the Scheme Meeting by PrimeAg Shareholders (excluding AFF and Dr David Robinson who will not vote) in person, by attorney, by proxy or, (in the case of corporate PrimeAg shareholders or proxies) by authorised representative.
In order to accurately determine the votes, I will be calling for a poll to be conducted in respect of the resolution. Link will act as scrutineers and report the results of voting to me.
The Corporations Act requires that before the vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy votes are to be cast. Accordingly, this slide shows the proxy votes received by PrimeAg as at 8:00am this morning and how they are to be cast.
I would now like to summarise the voting procedure for the Resolution.
All shareholders and proxy holders at this meeting who are eligible to vote will have received a blue voting card. If you have not received your blue voting card, please see a representative from Link.
When the time comes later in the meeting to vote, please complete your blue card for the Resolution to indicate how you wish to vote.
To vote, place a tick or a cross in the box on the card under the heading "for", "against" or "abstain", according to your wishes and indicate, if applicable, what percentage of your shares are voted in that way.
If you are a proxy holder, you must vote only in accordance with instructions on the proxies already lodged with PrimeAg. Proxies which do not direct how the vote is to be cast may be voted in favour or against the Resolution at the discretion of the proxy. This includes any open proxies given in favour of me as Chairperson of the meeting.
As Chairperson, I will cast any such open proxy votes given to me in favour of the Resolution.
The Resolution is now open for discussion. As I mentioned earlier, only people holding a blue card are able to vote and ask questions at today's meeting. Visitors holding a white card are not eligible to vote or speak at the meeting. Visitors holding a red card are not eligible to vote, but are eligible to speak at the meeting.
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If you wish to speak or ask questions in relation to the Resolution, please raise your voting card and
wait for me to acknowledge you. Before you speak, please identify yourself and, if you are a proxy, attorney or representative, state who you are representing.
Are there any questions or discussion on the Resolution?
I now put the Resolution to a vote and call for a poll to be taken.
Could you now please complete your blue voting cards for the Resolution? A member of Link staff will collect these from you.
I understand from the returning officer that all the voting cards have now been collected. Is there anyone whose voting card has not been collected?
As all the voting cards have now been collected, I declare the poll closed.
There will be a short delay during which the votes will be counted by the scrutineer, however the meeting is not adjourned.
The counting of the votes has now been completed. I announce the following results:
I declare the Resolution [passed/not passed] in accordance with the majorities required by the
Corporations Act. The results will be lodged with ASX as soon as possible.
[As I mentioned earlier, now that the Resolution has been passed by the requisite majorities, if the Emerald Transaction, Emerald Distribution and the Final Distribution resolutions are approved by PrimeAg shareholders at the EGM immediately following this Scheme meeting, PrimeAg will proceed to seek Court approval for the Scheme at a Court hearing scheduled for 18 October 2013 in the Federal Court of Australia in Sydney at the Law Courts Building, Queen's Square, Sydney.
Any person who wishes to appear at that hearing to object to approval of the Scheme must file and serve on PrimeAg's solicitors a notice of appearance together with any affidavit on which they wish to rely at the Court hearing, at least one day before the date fixed for the hearing of the application.
The outcome of the Court hearing on 18 October 2013 will be announced to the ASX on that date, following the Court hearing.]
I declare this meeting closed. Thank you for your attendance.
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