Graincorp Limited (ASX: GNC) – Notice of Annual General Meeting

15 January 2020

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam,

GrainCorp Limited (ASX: GNC) – Notice of Annual General Meeting and Explanatory Notes Please find attached the Notice of Meeting, Explanatory Notes and accompanying documents for the GrainCorp Limited Annual General Meeting, to be held on Wednesday, 19 February 2020, at the Hilton Hotel, 488 George Street, Sydney, NSW, 2000 commencing at 10:00am (Sydney time). The Notice of Meeting, Explanatory Notes and accompanying documents are being sent to shareholders today. Any questions regarding the Annual General Meeting or this announcement should be directed to Luke Thrum, GrainCorp’s Senior Manager, Corporate Affairs and Investor Relations on +61 2 9266 9217.

Yours faithfully,

GrainCorp Limited

Stephanie Belton Group General Counsel and Company Secretary Authorised Representative purrsuant to ASX Listing Rule 15.5(c)

GrainCorp Limited

Level 28, 175 Liverpool Street Sydney NSW 2000 Australia

PO Box A268 Sydney South NSW 1235

T +61 2 9325 9100 F +61 2 9325 9180

ABN 60 057 186 035 graincorp.com.au

15 January 2020

Dear Shareholder I am pleased to invite you to the Annual General Meeting (AGM) of GrainCorp Limited (the Company or GrainCorp) to be held on Wednesday, 19 February 2020, at the Hilton Hotel, 488 George Street, Sydney NSW 2000 commencing at 10:00am (Sydney time). Registration of attendees will commence at 9:00am. Items of Business Please find enclosed a Notice of Meeting and Explanatory Memorandum detailing the business to be dealt with at the AGM. This year’s AGM will involve the business of receiving and considering the accounts for the financial year ending 30 September 2019, adopting the Remuneration Report, considering the election of two Non-executive Directors, Ms Jane McAloon and Ms Kathy Grigg, and considering the re-election of one Non-executive Director, Mr Simon Tregoning. Voting The Board recommends that you consider voting by direct vote in respect of all proposed resolutions. Direct voting enables shareholders to vote directly on resolutions considered at the meeting without attending the meeting or appointing a proxy. If you are unable to attend the AGM, I encourage you to lodge your vote directly or appoint a proxy to vote on your behalf either by post or online. Please see the instructions enclosed in relation to lodgement of your direct vote or proxy. If attending, please bring this letter and the voting form with you to facilitate your registration on the day. Webcast & Shareholder Communications A live webcast of the AGM will be broadcast online at https://webcast.openbriefing.com/5720 The webcast will also be recorded and made available to view after the AGM on the GrainCorp website (www.graincorp.com.au). A copy of the 2019 Annual Report and Corporate Governance Statement, which provide full details of the Company’s activities for the year, are available on the GrainCorp website or by calling GrainCorp’s Senior Manager, Corporate Affairs and Investor Relations on +61 2 9266 9217.

Shareholders are strongly encouraged to access all shareholder communications and documents electronically, including dividend statements, annual reports, company announcements and notices of shareholder meetings, rather than receiving hard copies by post. By providing the share registry, Link Market Services Limited (www.linkmarketservices.com.au), with your email address you will receive notification by email when communications and documents are available for you to access online. By doing this, you avoid mailing delays as your documents are sent and received on the same date. It will also result in cost reductions for GrainCorp and will reduce the adverse impact on the environment.

Demerger Scheme Booklet & Extraordinary General Meeting

You will shortly be receiving a Demerger Scheme Booklet in connection with the proposed demerger of GrainCorp’s international malt business (Demerger). The proposed demerger will not, however, be the subject of any resolution or decision by shareholders at this AGM.

Your Directors unanimously recommend that you support the Demerger as it will be described in the Demerger Scheme Booklet. The Board believes that the Demerger has the potential to unlock significant value for GrainCorp shareholders by creating two high quality, ASX-listed agribusiness companies, each with management teams focussed on pursuing independent strategies and growth opportunities. The Demerger will also allow each of GrainCorp and the newly listed malt business to attract new investors with a wider range of investment strategies and preferences.

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I encourage you to read the Demerger Scheme Booklet in its entirety when it is issued to you. It will set out important information that will assist you to make an informed decision about the Demerger, including the advantages, disadvantages and risks of the Demerger, as well as the risks of holding an investment in the shares of the malt business and GrainCorp shares after the Demerger.

The Demerger must be approved by the requisite majorities of GrainCorp shareholders, so your vote is important. I encourage you to vote on the Demerger in person, by proxy, by attorney or, in the case of a corporation, by corporate representative, at the Demerger Scheme Meeting and the General Meeting, which will be held consecutively on Monday, 16 March 2020 at the Hilton Hotel, 488 George Street, Sydney NSW 2000, commencing at 10:00am (Sydney time). Further details regarding the Demerger will be available in the Demerger Scheme Booklet.

Thank you for your continued investment and support. Yours sincerely

Graham Bradley AM Chairman

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NOTICE OF ANNUAL GENERAL MEETING 3.2 To consider and, if thought appropriate, pass the following ordinary resolution: The Annual General Meeting (AGM) of GrainCorp “That for the purposes of ASX Listing Rule 14.4, Limited (the Company or GrainCorp) will be held: article 11.3(c) of the Constitution and for all Venue other purposes, Ms Jane McAloon, appointed on Level 4 11 December 2019, to fill a casual vacancy, Hilton Hotel being eligible and offering herself for election, be 488 George Street elected as a Director of the Company.” SYDNEY NSW 2000 3.3 To consider and, if thought appropriate, Date pass the following ordinary resolution: “That for the purposes of ASX Listing Rule 14.4, Wednesday, 19 February 2020 article 11.3(c) of the Constitution and for all Time other purposes, Ms Kathy Grigg, appointed on 10:00am (Sydney time) 11 December 2019, to fill a casual vacancy, (Registration will commence from 9:00am) being eligible and offering herself for election, be elected as a Director of the Company.” Items of Business

1 Consideration of Financial Statements and Further information in relation to each resolution Reports to be considered at the AGM is set out in the To receive and consider the Financial enclosed Explanatory Notes. Statements and the Report of the Directors and The Explanatory Notes form part of this Notice of Auditor for the financial year ended 30 Meeting. September 2019.

Note: See the Explanatory Notes with regard to a shareholder’s right to submit written questions to the Auditor in connection with By order of the Board the Auditor’s Report or the conduct of the audit.

2 Adoption of the Remuneration Report Stephanie Belton To consider and, if thought appropriate, pass Company Secretary the following ordinary resolution: “That the Remuneration Report (which forms part of the Directors’ Report) of GrainCorp 15 January 2020 Limited for the financial year ended 30 September 2019 set out on pages 35 to 48 of the 2019 Annual Report be adopted.” Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments from shareholders at the AGM when considering the Company’s remuneration policies. 3 Election of Directors 3.1 To consider and, if thought appropriate, pass the following ordinary resolution: “That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr Simon Tregoning, retiring by rotation, being eligible and offering himself for election, be re-elected as a Director of the Company.”

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EXPLANATORY NOTES A suitably qualified representative of the Company’s Auditor, PwC, will attend the meeting. Item 1 - Financial Statements and Reports Item 2 - Adoption of the Remuneration Report The Corporations Act 2001 (Cth) (Corporations Resolution to adopt the Remuneration Report Act) requires that the Report of the Directors, the Report of the Auditor and the Financial Reports be The Remuneration Report for the financial year presented at the AGM. The 2019 Financial ended 30 September 2019 is set out on pages 35 to Statements have been previously made available 48 of the Directors’ Report within the 2019 Annual to shareholders and can be found on the Report (Remuneration Report). Company’s website (www.graincorp.com.au). Shareholders entitled to vote at the AGM are Neither the Corporations Act nor the Company’s entitled to vote on Item 2, being the adoption of the Constitution requires a vote of shareholders at Remuneration Report. In accordance with subsection the AGM on such reports and statements. 250R(3) of the Corporations Act, the vote on the However, shareholders will be given a reasonable resolution is advisory only and does not bind the opportunity to raise questions at the AGM with Directors or the Company. However, the Board will both the Chairman and the Company’s Auditor, take the outcome of the vote into consideration PricewaterhouseCoopers ( ), with respect to PwC when reviewing remuneration practices and policies. these reports and statements. A reasonable opportunity will be provided to In addition to asking questions at the AGM, shareholders at the AGM to ask questions about or shareholders may address written questions to comment on the Remuneration Report. the Chairman about the management of the Shareholders who are unable to attend the AGM or Company. Similarly, a reasonable opportunity will who may prefer to register questions or comments be given to shareholders to ask the Company’s in advance of the AGM are invited to do so by using Auditor, PwC, questions relevant to: the form enclosed with this Notice of Meeting titled • the conduct of the audit; “Questions from Shareholders”. • the preparation and content of the Auditor’s The Remuneration Report explains the Company’s Report; executive remuneration framework and how performance for the 2019 financial year has driven • the accounting policies adopted by the remuneration outcomes for our executives. Some Company in relation to the preparation of highlights are below: the financial statements; and Short Term Incentives (STI): The Company’s results • the independence of the Auditor in relation during financial year 2019 were adversely affected to the conduct of the audit. by significantly lower than average grain production Shareholders who are unable to attend the AGM in eastern Australia and disruptions in global grain or who may prefer to register questions in markets. On a statutory basis, GrainCorp reported a advance of the AGM are invited to do so by using net loss after tax for financial year 2019 and the the form enclosed with this Notice of Meeting Company did not meet the threshold required to titled “Questions from Shareholders”. allow the creation of an STI pool. Accordingly, no STI awards were paid in financial year 2019. Any shareholder who wishes to submit a question to the Company’s Auditor on these matters must Long Term Incentive (LTI) Plan: The performance submit that question in writing to the Company hurdles for the financial year 2017 allocation of the Secretary, PO Box A268, Sydney South NSW 1235 LTI Plan were not met. No LTI vesting occurred for no later than Wednesday 12 February 2020, using executives for the financial year 2017 grant, which the form enclosed with this Notice of Meeting titled were due to vest in during financial year 2019. The “Questions from Shareholders”. The Company will Board considers this vesting outcome appropriate. then pass the questions on to the Auditor for Voting exclusions consideration. Item 2 is a resolution connected directly with the A list of questions that the Auditor considers remuneration of members of GrainCorp’s Key relevant to the matters outlined above will be Management Personnel (KMP). The Corporations Act made available to shareholders at the meeting. restricts KMP and their closely related parties from voting on such items.

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The Remuneration Report identifies GrainCorp’s Board has reviewed the skills, knowledge, KMP for the financial year to 30 September 2019. experience and diversity represented on the Board. Their closely related parties are defined in the The Board considers that Mr Simon Tregoning, Ms Corporations Act, and include certain family Jane McAloon and Ms Kathy Grigg are independent members, dependants and companies they control. Non-executive Directors. In accordance with these requirements, the Directors’ Recommendation Company will disregard any votes cast on Item 2 by or on behalf of: The Board (except for each Director in relation to his or her own re-election) unanimously supports • a member of the KMP whose Remuneration and recommends to shareholders the re-election is disclosed in the Remuneration Report; and of: • their closely related parties, • Mr Simon Tregoning; and unless the vote is cast: the election of: • as a proxy for a person entitled to vote in • Ms Jane McAloon; and accordance with a direction on the proxy form; or • Ms Kathy Grigg; • by the person chairing the meeting as a as Non-executive Directors of the Company. The proxy for a person entitled to vote where the Board (except for each Director in relation to his proxy expressly authorises the chair to vote or her own election or re-election) recommends as the chair sees fit. that shareholders vote in favour of the resolutions in Item 3. Directors’ Recommendation The Chairman of the AGM intends to vote any The Board considers that the remuneration undirected proxies in favour of the resolutions in policies adopted by the Company are Item 3. appropriately structured to provide rewards commensurate with the Company’s performance The profiles of each of the Directors standing for re- and market position. election are as follows: The Board recommends that shareholders vote in Simon L Tregoning, BCom, FAICD favour of the Remuneration Report. Non-executive Director The Chairman of the AGM intends to vote any Simon Tregoning joined the GrainCorp Board in undirected proxies in favour of the resolution in December 2008. Mr Tregoning is a member of the Item 2. Safety Health Environment and Governance Committee and a member of the People Item 3 – Election of Directors Remuneration and Nominations Committee. In accordance with the three-year rotation cycle Mr Tregoning was previously a Director of under ASX Listing Rule 14.4 and article 11.3(a) of the Capilano Honey Limited until his resignation in Constitution, Mr Peter Housden and Mr Simon November 2018. Mr Tregoning was previously Tregoning are scheduled to retire at this AGM. Mr Vice-President of Kimberly Clark Corporation, has Peter Housden does not intend to seek re-election to extensive overseas senior executive experience the Board. Mr Simon Tregoning offers himself for re- and is an experienced company director. election. Ms Jane McAloon, BEc (Hons), LLB, In accordance with the casual vacancy rule under GDipGov, FAICD, FCIS ASX Listing Rule 14.4 and article 11.3(c) of the Non-executive Director Constitution, Ms Jane McAloon and Ms Kathy Grigg are scheduled to retire at this AGM and each offers Ms Jane McAloon has over 25 years’ experience in herself for election. the natural resources, energy, infrastructure and utility industries in corporate and public sector The Board has conducted or will conduct an leadership positions, including senior executive assessment of the performance of these Directors, roles with BHP Billiton and AGL. without them being present, and the People Remuneration and Nominations Committee of the

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Ms McAloon is a Non-executive Director of Viva or three years, whichever is longer. However, a Energy, Energy Australia and Home Consortium. director appointed to fill a casual vacancy or as an She is a Board member of Allens and represents addition to the board must not hold office the Future Fund on the Port of Melbourne. She is (without re-election) past the next AGM of the a Director of Monash University Foundation and entity. Article 11.3 of the Company’s Constitution Bravery Trust. contains equivalent provisions. In the event that shareholders approve the Previous directorships include Healthscope, Civil election and re-election of the directors pursuant Aviation Safety Authority, Cogstate and Australian to Item 3, these individuals will remain as War Memorial. She was also previously Chairman directors of the Company and will not be required of the Defence Reserves Support Council and a to seek re-election under ASX Listing Rule 14.4 or Member of the Referendum Council on Article 11.3 of the Company’s Constitution until Constitutional Recognition for Aboriginal and the third AGM after their election or re-election. Torres Strait Islander Peoples. In the event that shareholders do not approve the Ms McAloon holds a Bachelor of Laws and election and re-election of the directors pursuant Bachelor of Economics (Hons) from Monash to Item 3, these individuals will cease to be University and a Graduate Diploma in Corporate directors of the Company with effect from the Governance. She is a Fellow of the Australian conclusion of the AGM. Institute of Company Directors. HOW TO VOTE Ms Kathy Grigg, BEc, DipEd, FCPA, FAICD Conduct of a Poll Non-executive Director Shareholders are advised that all resolutions to be Ms Kathy Grigg has an extensive background in considered at the Annual General Meeting will be finance and operational management, including put to a Poll, in accordance with the provisions of as Finance Director of the Australian Wool the Company’s Constitution. Research and Promotion Corporation and Direct voting leadership roles in agriculture sector Shareholders are able to vote on resolutions organisations. directly by marking Section A of the Shareholder She is currently a Director of Suncorp Portfolio Voting Form. Services, a Director of Navy Health, a Council If you mark Section A then you are voting your member and Deputy Chancellor of Deakin shares directly and you do not need to appoint a University, Chair of the Audit and Risk Committee third party such as a proxy to act on your behalf. of the Department of Treasury and Finance Shareholders who wish to vote their shares Victoria and a member of the Audit Committee of directly should mark either the “for” or “against” the ACCC. boxes next to each item of their Shareholder Voting Form. Do not mark the “abstain” box. Previous directorships include Chair of CoINVEST, Deputy Chair of the Grape and Wine Research and If you complete both Section A and Section B, Development Corporation, Director and Chair of Section B is deemed to be the chosen method and the Audit Committee of Southern Health, Director the person named will be your proxy, or if no and Chair of the Audit and Risk Committee of person is named, the Chairman of the meeting Australian Pork and Chair of PorkScan. will be appointed as your proxy. If you mark the “abstain” box or no direction is given for an item, Ms Grigg is a Fellow of CPA Australia and the no vote will be recorded for that item. Australian Institute of Company Directors. By submitting a direct vote, you agree to be Summary of ASX Listing Rule 14.4 and a bound by the Direct Voting Regulations adopted description of what will occur if shareholders do, by the Board (a copy of which is available on the or do not, approve Item 3 Company’s website). Under ASX Listing Rule 14.4, a director of an entity When lodging your direct vote, you may specify must not hold office (without re-election) past the the number of your shares to be voted on any third AGM following the director’s appointment resolution by inserting the proportion or number

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of shares. If you do not specify a proportion or Key Management Personnel or any of their closely number of shares, the instructions provided will related parties and you do not direct them how to apply to all of your shares. vote on Item 2 your proxy will not be entitled to vote on that item. If you cast a direct vote, you are still entitled to attend the meeting. However, if you attend the Deadline for receipt of Voting Forms meeting, your direct vote will be valid unless To be effective, completed Voting Forms must be revoked at the meeting. lodged using the reply-paid envelope, by posting Proxy or facsimile to GrainCorp’s share registry at: You can appoint one or two persons to attend as By mail your proxy if you are unable to attend the AGM or GrainCorp Limited cast a direct vote. When completing the proxy c/- Link Market Services Limited form, please note: Locked Bag A14 Sydney South NSW 1235 Appointment of proxy By facsimile Insert the name of the person you wish to appoint (02) 9287 0309 as your proxy. Your proxy need not be a shareholder of the Company. If you submit the By hand form but do not name a proxy, or the person you Link Market Services Limited have appointed does not attend, the Chairman of Level 12, 680 George Street the AGM will act as your proxy. SYDNEY NSW 2000 Number of proxies and proportion of votes per Online proxy Online at www.linkmarketservices.com.au, going to the voting page and following the prompts and As a shareholder entitled to attend and vote more instructions. You will need your Securityholder than one share, you are entitled to appoint one or Reference Number (SRN) or Holder Identification two proxies to attend and vote in your place. If Number (HIN). you wish to appoint a second proxy, you should complete a second proxy form (which will be Your Voting Form must be received by Link supplied upon request). If you appoint two Market Services no later than 10:00am (Sydney proxies, you may specify the proportion or time) on Monday, 17 February 2020. The number of your votes which each proxy may Chairman’s decision as to whether a direct vote or exercise. If no proportion or number is specified, proxy is valid is conclusive. each proxy may exercise half of your votes. Eligibility to vote Directing your proxy how to vote You will be eligible to vote at the AGM if you are You can direct your proxy how to vote by marking registered as a holder of GrainCorp shares at the “for”, “against” or “abstain” boxes on the 7:00pm (Sydney time) on Monday, 17 February proxy form. If you have appointed someone other 2020. than the Chairman as your proxy and you do not direct them how to vote, that person may vote, or abstain from voting, at their discretion. No direction As disclosed in the relevant explanatory note to each item, if the person chairing the meeting is appointed as your proxy and you do not specifically direct how your proxy is to vote on a resolution, then the person chairing the meeting intends to vote in favour of each resolution, including Item 2 even though this resolution is connected directly with the remuneration of members of the Company’s Key Management Personnel. If you appoint as your proxy any other

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LODGE YOUR VOTE GrainCorp Limited  ONLINE ABN 60 057 186 035 www.linkmarketservices.com.au  BY MAIL GrainCorp Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX  +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 883 034 Overseas: +61 1300 883 034 *X99999999999* X99999999999 VOTING FORM I/We being a member(s) of GrainCorp Limited and entitled to attend and vote hereby appoint:

A VOTE DIRECTLY OR B APPOINT A PROXY if you are appointing the Chairman the Chairman OR NOT elect to lodge my/our of the Meeting as your proxy, please write vote(s) directly (mark box) of the Meeting the name of the person or body corporate (mark box) you are appointing as your proxy in relation to the Annual General or failing the person or body corporate named, or if no person or body corporate is named, the Chairman  Meeting of the Company to be of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following held at 10:00am on Wednesday, directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees 19 February 2020, and at any fit) at the Annual General Meeting of the Company to be held at10:00am on Wednesday, 19 February 2020 at the Hilton Hotel, 488 George Street, Sydney NSW 2000 (the Meeting) and at any postponement Please mark either A or B adjournment or postponement of or adjournment of the Meeting. the Meeting. Important for Resolution 2: If the Chairman of the Meeting is your proxy, either by appointment or by You should mark either “for” or default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the “against” for each item. Do not Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or mark the “abstain” box. indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).

STEP 1 The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions For Against Abstain* 2 Adoption of Remuneration ReportSAMPLE 3.1 Re-election of Mr Simon Tregoning STEP 2 STEP 3.2 Election of Ms Jane McAloon *GNC PRX2001G* 3.3 Election of Ms Kathy Grigg

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your  votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

STEP 3 STEP This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

GNC PRX2001G HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS This is your name and address as it appears on the Company’s share register. If LODGEMENT OF A VOTING FORM this information is incorrect, please make the correction on the form. Shareholders This Voting Form (and any Power of Attorney under which it is signed) must sponsored by a broker should advise their broker of any changes. Please note: be received at an address given below by 10:00am on Monday, 17 February you cannot change ownership of your shares using this form. 2020, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled VOTING UNDER BOX A Meeting. If you ticked the box under Box A you are indicating that you wish to vote directly. Voting Forms may be lodged using the reply paid envelope or: Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item ONLINE will be invalid.  www.linkmarketservices.com.au If no direction is given on all of the items, or if you complete both Box A and Box B, Login to the Link website using the holding details as shown on the your vote may be passed to the Chairman of the Meeting as your proxy. Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. Custodians and nominees may, with the Share Registrar’s consent, identify on To use the online lodgement facility, shareholders will need their the Voting Form the total number of votes in each of the categories “for” and “Holder Identifier” - Securityholder Reference Number (SRN) or Holder “against” and their votes will be valid. Identification Number (HIN). If you have lodged a direct vote, and then you attend the Meeting, your attendance BY MOBILE DEVICE QR Code will cancel your direct vote. Our voting website is designed The Chairman’s decision as to whether a direct vote is valid is conclusive. specifically for voting online. You can now lodge your vote by scanning the QR VOTING UNDER BOX B – APPOINTMENT OF PROXY code adjacent or enter the voting link If you wish to appoint the Chairman of the Meeting as your proxy, mark the box www.linkmarketservices.com.au into in Step 1. If you wish to appoint someone other than the Chairman of the Meeting your mobile device. Log in using the as your proxy, please write the name of that individual or body corporate in Step 1. Holder Identifier and postcode for your A proxy need not be a shareholder of the Company. shareholding. To scan the code you will need a QR code reader application which DEFAULT TO CHAIRMAN OF THE MEETING can be downloaded for free on your mobile device. Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any BY MAIL undirected proxies that default to the Chairman of the Meeting will be voted  according to the instructions set out in this Voting Form, including where the GrainCorp Limited Resolution is connected directly or indirectly with the remuneration of KMP. C/- Link Market Services Limited Locked Bag A14 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Sydney South NSW 1235 You may direct your proxy how to vote by placing a mark in one of the boxes Australia opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted BY FAX on any item by inserting the percentage or number of shares you wish to vote in  the appropriate box or boxes. If you do not mark any of the boxes on the items of +61 2 9287 0309 business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.  BY HAND delivering it to Link Market Services Limited* APPOINTMENT OF A SECOND PROXY 1A Homebush Bay Drive You are entitled to appoint up to two persons as proxies to attend the Meeting and Rhodes NSW 2138 vote on a poll. If you wish to appoint a second proxy, an additional Voting Form or may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Level 12 To appoint a second proxy you must: 680 George Street Sydney NSW 2000 (a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that * During business hours (Monday to Friday, 9:00am–5:00pm) each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS SAMPLE You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www. linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.