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THI041 Project Dolphin Book B FA.Indb Scheme Booklet Part B For the scheme of arrangement between ABB Grain Ltd (ACN 084 962 130) and its shareholders in relation to the proposed acquisition of ABB Grain by Viterra Australia, a wholly owned subsidiary of Viterra Inc. The ABB Grain Directors unanimously recommend that ABB Grain Shareholders vote in favour of the Scheme and the Constitutional Amendment, in the absence of a superior proposal. This Scheme Booklet is important and requires your immediate attention. You should read both Part A and Part B in their entirety. If you are in any doubt as to how to deal with this document, please consult your fi nancial, legal or other professional adviser. The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of ABB Grain Shareholders, in the absence of a superior proposal. If you have any questions about the Scheme or the Constitutional Amendment, please call the ABB Grain Shareholder Information Line on 1800 112 781 (free call from within Australia) or +61 2 8268 3602 (from outside Australia). Overview of this Scheme Booklet You should read This Scheme Booklet Part A of this is comprised of two Scheme Booklet fi rst separate parts: ■ Part A (accompanying this Part B), which provides an overview of the Scheme and contains reasons for your ABB Grain Directors’ unanimous recommendation that you vote in favour of the Scheme and the Constitutional Amendment, in the absence of a superior proposal; and ■ this Part B, which includes, among other things, a summary of the steps involved in implementing the Scheme, details regarding ABB Grain, Viterra and the Combined Group and a copy of the Independent Expert’s Report. Change of address All correspondence to: If incorrect mark this box and make the correction on the form. Computershare Investor Services Pty Limited Securityholders Sponsored by GPO Box 242, Melbourne VIC 3001 a broker (reference number commences with an “X”) should advise your broker. For all enquiries call: (within Australia) 1800 112 781 (outside Australia) +61 2 8268 3602 Scheme Booklet Part A Facsimile 61 3 9473 2555 www.computershare.com.au 000001 000 1301011221012102012221332120133322113 SAM MR JOHN SAMPLE Lodge your vote: FLAT 123 SAMPLE STREET 6HFXULW\KROGHU5HIHUHQFH1XPEHU 651 By mail: SAMPLE STREET Computershare Investor Services Pty Limited SAMPLE STREET GPO Box 242 Melbourne SAMPLETOWN VIC 3030 Victoria 3001 Australia Alternatively you can fax your form to (within Australia) 1800 783 447 Scheme Booklet Partrtr B (outside Australia) +61 3 9473 2555 I 1234567890 I N D ELECTION FORM Use a black pen. For all enquiries call: 0000010000001 (within Australia) 1300 550 374 Where a choice is required mark the box with an 6. 000 1301011221012102012221332120133322113130010112 SAMSAM (outside Australia) +61 3 9415 4072 g IMPORTANT – This is an important document and requires your immediate attention. Please use this Election Form to choose the form of Scheme Consideration youMR wish JOHNJJO HHN SAMPLESSAMPL to receive pursuant to the proposed scheme of arrangement between ABB Grain and ABB Grain Shareholders. This Election Form cannot be used by Ineligible ForeignFLAT ABBT 1212323 Grain Shareholders, who should refer to the important information overleaf. Do not complete this Election Form until you have read the accompanying Scheme BookletSSAMPLEAM andMPLE E SSTSTREETTRREET No stamp required the instructions on the back of this Election Form. To be a valid Election, your Election Form must be received by Computershare by the Election Deadline – currently if posted in Australia SAMSAMPLEMPLEE SSTSTREETTRREET Delivery Address:ddress: expected to be 5.00pm (Adelaide time) on Friday, 18 September 2009 or such later time and date as ABB Grain may announce to the ASX. SAMSAMPLEMPLEE SSTSTREETTRREET GPO Box 24242 Please do not elect more than one of Scheme Consideration options below or your Election will be invalid and you will receive the Standard Consideration in respectSAMSAMPLETOWN of MPLEall ETTOWWN VVIC 3030 MELBOURNENE VIC 80680600 your ABB Grain Shares at the Scheme Record Date with the Scrip Consideration issued in the form of Viterra CDIs. A Scheme Consideration Election – Please consider one of the following options For the scheme of arrangement between ABB Grain Ltd (ACN 084 962 130) and its OPTION 1 – STANDARD CONSIDERATION shareholders in relation to the proposed acquisition of ABB Grain by Viterra Australia, Standard Consideration with Viterra CDIs a wholly owned subsidiary of Viterra Inc. If you wish to receive the Standard Consideration comprising $4.35 cash and 0.4531 Viterra CDIs (listed on the Australian Securities Exchange (ASX)) for each ABB Grain Share you hold at the Scheme Record Date YOU DO NOT NEED TO COMPLETE THIS FORM. VOTING FORM Standard Consideration with Viterra Shares IfIf you cannot attend the SchemeSchem Meeting and the Constitutional Amendment Meeting in person, you may use this form to The ABB Grain Directors Please mark the box below with an “X” if you wish to receive the Standard Consideration comprising $4.35 cash and 0.4531 Viterra Shares (listedccastast on your the Toronto vote Stock at the meetingsmeetings.. For your proxy appointment or postal vote to be effective, this form must be received by Exchange (TSX)) for each ABB Grain Share you hold at the Scheme Record Date. 112.15pm2.15pm (Adelaide time) on MonMonday, 7 September 2009. unanimously recommend (Mark this box with an “X” to receive Standard Consideration with Viterra Shares (listed on the TSX)) HOW TO COMPLETE THISTHIS VOTING FORMF OPTION 2 - MAXIMUM CASH CONSIDERATION 1 AAppointingppointing a PProxy/Makingroxy/Making a PPostalos Vote Computershare Investor Services Pty Limited IIff yyouou cannot attend the SSchemecheme MMeeting or Constitutional Amendment Meeting in person, you can appoint a proxy. You may also vote by postal vote that ABB Grain Shareholders Please mark the box below with an “X” if you wish to receive the Maximum Cash With any Scrip Consideration received in the event of a scale back: Reply Paid 242 For the scheme of arrangement between ABB Grain Ltd (ACNN 08408084 962 130)130113 and its Ö aatt the Constitutional Amendment MMeeting instead of appointing a proxy. As a result of applicable legal requirements, postal voting is not available in shareholders in relation to the proposed acquisition of ABB GrainainnbyV by ViterraViVitViteV Australia, Consideration of $8.70 cash for each ABB Grain Share you hold at the Scheme respect ooff the SSchemecheme Meeting. MELBOURNE VIC 8060 Record Date, subject to scale back. sold under the Cash Out Facility (as described in Section 5.9 of Part B vote in favour of the Schemea wholly owned subsidiary of Viterra Inc. of the Scheme Booklet) with my pro rata share of Votingthe Cashgy by Out ProxyProxy: Facility y: IIff yyouou wish to appappoint: (Mark this box with an “X” to receive Maximum Cash Consideration) Proceeds being remitted to me • the Chairman of the Scheme MMeeting as your proxy at the Scheme Meeting, you should mark the relevant box in Step 1 of the Scheme Meeting issued to me in the form of Viterra CDIs (listed on thesection ASX) ofof the Voting Form; andand • the CChairmanhairman ooff the CConstitutionalonstitu Amendment Meeting as your proxy at the Constitutional Amendment Meeting, you should mark the and the ConstitutionalThe ABB Grain Directorsrectot issued to me in the form of Viterra Shares (listed on thebox TSX) marked “Proxy” in Step 1 ofo the Constitutional Amendment Meeting section of the Voting Form and then mark the relevant box in Step 2 of thatthat section.section. If you do not mark one of the boxes above, any Viterra Scrip you would have Amendment, in the absence otherwise received will be sold on your behalf under the CashIIff the Out person Facility. yyouou wish to appoint aass your proxy is someone other than the Chairman of the relevant meeting, write the name of that person in the space unanimously recommendmmenmmemen pprovided.rovided. If you leave this section bblank, or your named proxy does not attend the relevant meeting, the Chairman of the meeting will be your proxy. OPTION 3 - MAXIMUM SCRIP CONSIDERATION A proxy need not be an ABB GGrainrain Shareholder. of a superior proposal.that ABB Grain Shareholdersara ehh Please mark the box below with an “X” if you wish to receive the Maximum Scrip With the Scrip Consideration component issued to me inVoting the formgy by of: Postal VVoteote (Constitutional(Constitution ( Amendment Meeting only): If you wish to vote by postal vote at the Constitutional Amendment Meeting rather Consideration of 0.9062 Viterra Shares or Viterra CDIs for each ABB Grain Share tthanhan appointing a proxy you should mark the box marked “Postal Vote” in Step 1 of the Constitutional Amendment Meeting section of the Voting Form Ö Viterra CDIs (listed on the ASX) This Scheme Booklet is important and requires your immediate attention. You should you hold at the Scheme Record Date, subject to scale back. and then go straigstraightht to Step 3 in ththata section. read both Part A and Part B in their entirety. If you are in any doubt asvote to how to deal in favour of thee SchemeScS (Mark this box with an “X” to receive Maximum Scrip Consideration) Viterra Shares (listed on the TSX) 2 VVotesotes oonn IItemstems of BBusinessusiness with this document, please consult your financial, legal or other professional adviser. YYouou may direct your proxy how to vvote by placing a mark in one of the boxes opposite the item of business in Step 2 of the Scheme Meeting section If you do not mark one of the boxes above, you willoof freceive the Voting the FormScrip and SSteptep 3 ooff tthe Constitutional Amendment Meeting section of the Voting Form. All your securities will be voted in accordance Consideration in the form of Viterra CDIs.
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