19 May 2009 ABB Gra in

Recommended Offer f rom Viterra For personal use only use personal For Disclaimer

● This presentation has been prepared by ABB Grain Ltd for proprofessionalfessional and sophisticated investors. The information contained in this presentation is for information purposes only and does not constitute an offer to issue, or arrange to issue securities or other financial products. The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. The presentation has been prepared with out taking in to account the investment objectives, financial situation or particular needs of any particular person. ● No representation or warranty , express or implied , is made as to the fairness, accuracy, completeness or correctness of the information opinions and conclusions contained in this presentation. The maximum extent permitted by law, none of ABB Grain Ltd, its directors, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of the information contained in this presentation. In particular, no representation or warranty, express or implied is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forecasts, prospects or returns are by their nature subject to significant uncertainties and contingencies. ● Before making an investment decision, you should consider, with or without the assistance of a financial advisor, whether an investment is appropriate in light of your particular investment needs, objectives and financial circumstances. Past performance is no guarantee of future performance. ● The distribution of this document in jurisdictions outside Australia may be restricted by law. Any recipient of this document outside Australia must seek advice on and observe any such restrictions. ● In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1993, as amended (‘Securities Act”)) . The secur ities re ferre d to in this presen ta tion have no t been an d w ill no t be reg is tere d un der the Secur ities Ac t or under the securities laws of any state in the United States. Securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person, unless the securities have been registered under the Securities Act or an

exemption from registration is available. For personal use only use personal For

ABB Grain Ltd ABN 59 084 962 130

2 Agenda

1 Whyypp did Viterra approach? 2 Transaction summary 3 Benefits to shareholders 4 Premium analysis 5 Consideration options 6 Scrip component 7 Conditions 8 Other stakeholder benefits

9 Indicative key dates For personal use only use personal For 10 Appendix—Viterra overview

3 Why did Viterra approach?

Top wheat export markets — Canada and Australia

Breakdown of Australian exports Indonesia 17% Australian Exports Japan 13% +10.4 mm metric tonnes Malaysia 10% forecast through 20191 Rest of Asia 40% Total Asia 80%

Africa 10% Japan Oceania 8% Western Europe 1% United States Rest of Asia Breakdown of Canadian exports Africa Indonesia 9% Malaysia Indonesia Japan 8% Rest of Asia 24% Asian Imports Total Asia 41% +9. 1 mm metric tonnes forecast through 20191 North and South America 30% Africa 18% Western Europe 11%

● Expanded origination capability ─ The combination of ABB and Viterra will create one of the largest exporters of wheat, canola and barley ● The new global company will be less affected by regional weather conditions For personal use only use personal For ─ Low climatic correlation between Australia and Canada ● Improved access to Asia and the Middle East with dual marketing opportunities

Source: Based on 2007/08 data from Australian Export Wheat Commission and Canadian Grain Commission 1 Based on 2009 FAPRI: US and World Agricultural Outlook 2009 4 Why did Viterra approach?

Transformational combination creating a true global leader ● Complementary businesses with a focus on grain handling and marketing ● Increased size, scale and scope of operations will position the combined company to maximise future consolidation opportunities

Relative market capitalisation of global peers¹

A$mm

22,587 21,695 10,975 7,963 5,624 3,791 3,698 2,581 2,394 2, 153 1,210

473 454 403 320 246 111 110 ADM ABB AWB Elders Bunge Viterra Hormel Nufarm Ruralco ConAgra Andrsons

GrainCorp For personal use only use personal For Noble Group General Mills General Alliance Grain Viterra + ABB Viterra + Corn Products ey Corporation ey Ridl

¹ As at 27 April 2009, the trading day prior to announcement that ABB and Viterra were in discussions

5 Transaction summary

● Proppposed scheme implied value of ABB shares ran ges from A$9.11 to A$9.41¹ (including special cash dividend of A$0.41 per share to be paid by ABB) ─ 30% to 34% premium to the last close on 27 April 2009² ─ 47% to 51% premium to 1 month VWAP prior to the announcement of Viterra’s approach³ ─ Further franking benefits of up to A$0.18 per share for certain classes of shareholders taking the proposed scheme value from A$9.29 to A$$9.594 Proposed ● Under the Default Alternative, for every ABB share, holders will receive scheme A$9.26, split A$4.35 in cash and 0.4531 shares in Viterra (A$4.50¹) plus a overview A$0.41 special cash dividend ● Alternatives available to maximise scrip or cash component (subject to scale back): ─ A$9.41¹,5 per share for Maximum Scrip Alternative (pool up to circa 50% of the consideration payable by Viterra) ─ A$9. 115 per share for Maximum Cash Alternative (pool up to circa 75% of the consideration payable by Viterra) ● ABB fully franked 2009 interim dividend of A$0.10 will be paid in the usual

For personal use only use personal For course on 30 June 2009

¹ Based on the closing share price of CAD$8.84 per Viterra share on 15 May 2009 (the last trading day in Viterra shares prior to this announcement) and a Canadian Dollar: Australian Dollar exchange rate of 0.8901 ² The trading day prior to the announcement that ABB and Viterra were in discussions ³ Based on 1 month VWAP calculated to the last closing price on 27 April 2009, the trading day prior to the announcement that ABB and Viterra were in discussions 4 The ability to use the franking credits will be subject to satisfying certain “holding period” rules 5 Includes special cash dividend of A$0.41 per share 6 Transaction summary (cont’ d)

● Acquisition of 100% of the shares in ABB through a scheme of arrangement

Transaction ● New Viterra shares to be listed on the Australian Stock Exchange (“ASX”) structure and Toronto Stock Exchange ((TSX)“TSX”) ● Share Sale Facility to be provided for shareholders seeking full cash outcome – allows sale of Viterra shares without brokerage fees for small shareholders

● The proposed scheme is unanimously recommended by the Directors of ABB, subject to no superior offer and confirmation by an independent expert that the proposed scheme is in the best interests of ABB ABB Board shareholders ● Four of the ABB directors will join the Viterra Board and one will become Vice-Chairman

● The scheme is scheduled to be voted on by ABB shareholders in Timetable

September 2009 For personal use only use personal For

7 Benefits to shareholders

● The proposed scheme implied value represents a significant premium to the recent trading price of ABB’s shares pre announcement of the Viterra approach on 28 April 2009 ● The implied transaction EBITDA multiples are at a premium to Australian precedent transactions ● The proposed scheme monetizes ABB’s premium multiple and reduces risks associa te d w ith ac hievi ng ABB’ s bus iness p lan an d concen tra tion in Sou th Australia ● Certainty of significant cash component (up to circa 75% of the consideration payable by Viterra ) — and a Share Sa le Fac ility w hic h cou ld prov ide up to 100% cash proceeds ● Scrip component allows ABB shareholders to benefit from strategic strength and future opportunities of the merged company (up to circa 50% of the consideration payable by Viterra)

For personal use only use personal For ● Flexibility for shareholders to choose an alternative which best suits their individual objectives

8 Substantial premium

The Default Alternative implied value of A$9.26¹ represents a substantial premium to the trading price of ABB before the Viterra approach was announced

ABB share price (A$)

$9.26 32.3% 49.0% 57.4% 43.9%

$7.00 $6.43 $6.22 $5.88

$4.00 Last closing price prior 1 month VWAP 3 month VWAP 6 month VWAP

For personal use only use personal For to announcement² (to 27 April 2009) (to 27 April 2009) (to 27 April 2009)

¹ Based on the closing share price of CAD$8.84 per Viterra share on 15 May 2009 (the last trading day in Viterra shares prior to this announcement) and a Canadian Dollar: Australian Dollar exchange rate of 0.8901 ² As at 27 April 2009, the trading day prior to the announcement that ABB and Viterra were in discussions 9 Attractive implied transaction multiple

The Default Alternative implied transaction value compares favourably with relevant precedent agri handling and processing sector transaction multiples

EV/EBITDA LTM agri handling and processing transaction multiples 16.0x 15.7x LTM EV/EBITDA¹

13.9x FY09E EV/EBITDA¹ 27.1% 30.3% 42.2% 69.5% 90.8% 90.9% 12.0x

10.9x 10.7x 9.7x FY10E EV/EBITDA¹ 9.8x 8.0x 8.2x 737.3x 737.3x

4.0x

0.0x ABB/ Sas Wheat Olam/ M'borough/ American Aus Bulk/ Aus Bulk Pool/ QCH Mulgrave Sugar Refining/ Joe White

For personal use only use personal For Agricore Central Tate&Lyle²

Source: Company filings, IRESS, Factiva ¹ LTM based on the reported 12 months EBITDA to 31 March 2009 of A$133.1mm (pre-significant items) and reported average net debt position of A$483.1mm (average of 2H08 and 1H09); FY09E based on mid-point of ABB’s FY09 EBITDA guidance of A$140mm-A$160mm; FY10E based on the average broker forecast FY10 EBITDA of A$213.7mm as published in available broker research as at 19 May 2009 ² EV/Operating profit before interest and exceptional items (available public information) 10 Flexible consideration options

The proposed scheme provides the flexibility to choose an alternative which best meets individual investor objectives ()(subject to scale back)

Default Alternative Default A$9.26 consisting of A$4.35 in cash, 0.4531 Viterra shares Alternative¹ (equating to A$4.50¹), plus a A$0.41 special dividend (to be paid by A$9.26 ABB) for each ABB share held Max Cash Alternative OR Maximum Scrip Alternative¹ 100% 50% ● Consisting of 0.9062 Viterra shares (A$9.00¹) and a A$0.41 special dividend giving a total value of A$9.41 per ABB share (subject to scale down to minimum scrip of 0.4531¹ Viterra A$9.11 shares and maximum of A$4.35 in cash) ● Maximum Scrip elections will be scaled down if ABB Max Scrip shareholders in aggregate request more scrip than the available Alternative scrip pool of 78mm Viterra shares (up to circa 50% of the 50% 100% consideration payable by Viterra) OR Maximum Cash Alternative A$9.41 ● Consisting of A$8.70 and a A$0.41 special dividend giving a total value of A$9.11 per ABB share (subject to scale down to minimum cash of A$6.525 and maximum scrip of 0.2266 100% Cash A$$9.26 100% Scrip¹ (A$2.25¹) Viterra shares) ● Maximum Cash elections will be scaled down if ABB shareholders in aggregate request more cash than the available cash pool of A$1,128mm (up to circa 75% of the consideration $9.05 $9.10 $9.15 $9.20 $9.25 $9.30 $9.35 $9.40 $9.45

payable by Viterra) For personal use only use personal For FthfFurther franki kibng benefit fitfs of up t tA$018o A$0.18 per s hare for cer tiltain classes of fh shareh hldolders

¹ Based on the closing share price of CAD$8.84 per Viterra share on 15 May 2009 (the last trading day in Viterra shares prior to this announcement) and a Canadian Dollar: Australian Dollar exchange rate of 0.8901 Note: The Default Alternative will be received by any shareholder who elects this option, whilst the Maximum Cash and Maximum Scrip Alternatives are subject to scale back. The extent to which the Default Alternative is chosen by shareholders will impact the cash and scrip pools available for the Maximum Cash and Maximum Scrip elections 11 Scrip component

Scrip component gives ABB shareholders the ability to benefit from strategic strength and future opportunities of an expanded Viterra ● The merge d bus iness w ill have increase d sca le an d g lo ba l in fluence ─ Scale and strength to compete more effectively with the large agricultural conglomerates both internationally and domestically ─ Provide global influence , presence and market intelligence greater than either company alone can achieve ─ Creates the largest export origination capability in the world ● The new global company will be less affected by regional conditions ─ Low climatic correlation between Australia and Canada ● Increased balance sheet capacity to further pursue industry growth initiatives

● Viterra shares w ill be listed on both the ASX (CDIs) and TSX For personal use only use personal For

12 Conditions

Completion of the scheme is s ubject to the follo wing ke y conditions ● Independent expert ’s opinion that the scheme is in the best interests of ABB shareholders ● ABB shareholder approval ─ ShScheme – 75%fh75% of shares vo tdted an d ma jitfhjority of share hldholders vo ting ─ Removal of shareholding cap – 75% of shares voted ● Court approval of the scheme of arran gement ● Regulatory approvals including FIRB ● No ABB/Viterra prescribed events and/or material adverse changes ● The implementation agreement is attached to the ASX announcement of the

Viterra proposal For personal use only use personal For

13 Key benefits to Australian agriculture

● Increased grain accumulation requirement in Australia ─ Expanded customer base has potential to increase demand ─ Stronger balance sheet capacity to fund working capital to buy grain ● Strengthened advocacy for Australian farmers in global markets ─ Viterra is strongly aligned to growers interests ● Commitment to ABB’s existing brands, operations, and service delivery ● Excellent cultural fit ─ Viterra has a similar background, ethos and operational culture ● Increased investment in grower education and research ─ Enhanced ability to invest in grower education and training

─ ElblbtEncourage global best-practice farmi ng tech ni ques For personal use only use personal For

14 Viterra is committed to Australia

● The Australian, New Zealand and South East Asian operations of the new company will be based in Adelaide, which will be the worldwide headquarters of its malt business ● Adelaide to become Viterra ’s global centre of excellence for barley marketing and barley research and development ● Enhanced ability to invest in Australian agriculture and infrastructure ● Well positioned to drive consolidation in Australian agribusiness ● Viterra has virtually no existing operations in Australia resulting in limited duplication of roles and responsibilities ─ As part of a global organisation, ABB management and staff will play a material role in the company’s future operations ─ Provides significant global employment opportunities across the enlarged group ● Four of the ABB Directors will join the Viterra Board and one will become

For personal use only use personal For Vice-Chairman

15 Next steps

Indicative timetable

Key milestone Indicative dates Scheme booklet lodgement with ASIC July 2009 Dispatch scheme booklet End July 2009 ABB shareholder meeting September 2009 Court hearing to approve scheme September 2009 Implementation date September 2009

NtN ote: All Alldt dates sh own are i iditindicative an d su bjttbject to c hange For personal use only use personal For

16 Appendix:

Viterra overview For personal use only use personal For The creation of Viterra

Co-operatives

Historical Saskatchewan Alberta Manitoba Pool United WhWheateat PoolPool WhWheateat PoolPool ElElevatorsevators GGrainrain GGrowersrowers

Saskatchewan United 1990’ s Agricore Wheat Pool Grain Growers

Saskatchewan 2000’s Agricore United Wheat Pool

2007 For personal use only use personal For

18 Viterra’ s competitive advantages

● Leading western Canadian market position

● Experienced management team

● State-of-the-art, efficient asset base

● High barriers to entry

● Predictable earnings and cash flow (margin business)

● Deep, broad-based customer relationships

● Significant strategic partnerships

● Strong R&D capabilities

● Sound capital structure

● Operational / geographical diversification For personal use only use personal For

19 Viterra overview

Grain Handling Agri-Food Livestock Feed Financial Agri-Products & Marketing Processing & Services Products

LTM EBITDA: A$244mm LTM EBITDA: A$191mm LTM EBITDA: A$28mm LTM EBITDA: A$11mm LTM EBITDA: A$9mm

Contract, market and Manufacture, distribute Further manufacturing of Livestock feed mfg with Provides credit services to transport grain from and retail crop inputs and bulk grains six feed mills and two pre- customers of the Agri- western Canadian supplies to producers, Can-Oat Milling mix sites in Western products and Livestock producers to consumptive including seed, crop 42% joint ownership in Canada Services segments in customers protection products, Prairie Malt Limited with Six feed mill locations in partnership with a PidlProvide value-adde d fertilizer and equipment Cargill south cen tra l US opera ted Canadian financial services to producers by Unifeed Hi-Pro Inc. institution including cleaning, drying, 31% ownership in blending and storage of Puratone Corporation grain

R&D

Origination Fertilizer Barleyyg Malting For personal use only use personal For

Export Capacity Retail Oat Milling Feed Processing Financial Products

Note: Livestock Feed & Services LTM EBITDA excludes non-recurring one time items LTM EBITDA excludes (A$74)mm in corporate expenses 20 Complimentary core businesses

AVlAg Value Ch Chiain Viterra ABB

• Strategic value-added • Strategic value-added investments reflect core Value-Added Processing investments reflect core commodities of wheat, barley commodityyy of barley and oats

• 75% to 90% of grain handle • 65% of grain handle is is exported, of which Grain Marketing exported, of which 44% flows virtually all volume flows into into Asia Asia

• Grain delivered into elevator • Grain delivered into silo system, where it is cleaned, system, where it is cleaned, Grain Origination dried, and prepared for dried, and prepared for shipment to port or domestic shipment to port or domestic end use customers end use customers

• Core commodities • Core commodities produced produced in Western in South Australia: wheat, Crop Production Canada: wheat, barley, barley, canola canola,,,p oats, pulses

• Retail sites providing key • Retail sites providing key inputs such as fertilizer, inputs such as fertilizer, chemicals, seed & financial chemicals and seed

For personal use only use personal For Crop Inputs services • Also provide wool, livestock • Share of CFL n itrogen and financial services manufacturing facility

21

Q&A For personal use only use personal For