ABB G i19 May 2009

ABB GrainOff fRecommended Offer from Viterra

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DisclaimerDisclaimer

● This presentation has been prepared by ABB Grain Ltd for professional and sophisticated investors. The informationThis presentation has been prepared by ABB Grain Ltd for professional 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 productadvice 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● 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, anyliability 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 significantlikelihood of achievement or reasonableness of any forecasts, prospects or returns are by their nature subject to significantuncertainties 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 documentoutside 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 A t”)) Th iti f d t i thi t ti h t b d ill t b i t d d th S iti A tAct”)). The securities referred to in this presentation have not been and will not be registered under the Securities Act 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.

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ABB Grain Ltd ABN 59 084 962 130

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AgendaAgenda

Why did Viterra approach?1 y ppTransaction summaryBenefits to shareholders

123 Benefits to shareholders

Premium analysis34

Consideration optionsScrip component

56

ConditionsOther stakeholder benefits

78 Other stakeholder benefits

Indicative key datesAppendix Viterra overview

89

103

Appendix—Viterra overview10

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Why did Viterra approach?Why did Viterra approach?

Top wheat export markets — Canada and Australia

Breakdown of Australian exports Indonesia 17% Japan 13% Malaysia 10%

Top wheat export markets Canada and Australia

Australian Exports+10.4 mm metric tonnes forecast through 20191

Rest of Asia 40% Total Asia 80%

Africa 10% Oceania 8% Western Europe 1%

Japan

United States Rest of Asia

Malaysia

Breakdown of Canadian exports Indonesia 9% Japan 8% Rest of Asia 24% Total Asia 41%

AfricaIndonesia

United States

Asian Imports+9 1 mm metric tonnes

North and South America 30% Africa 18% Western Europe 11%

● Expanded origination capability

+9.1 mm metric tonnes forecast through 20191

─ 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─ Low climatic correlation between Australia and Canada

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● 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 Commission1 Based on 2009 FAPRI: US and World Agricultural Outlook 2009

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Why did Viterra approach?Why did Viterra approach?

Transformational combination creating a true global leaderTransformational 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

21,69510,975

7,9635,624

3,791 3,698 2,581 2,394 2 153

22,587

, 2,1531,210

473 454 403320

246111 110

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

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Transaction summaryTransaction summary

● Proposed scheme implied value of ABB shares ranges from A$9.11 to p p gA$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 of47% 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

A$9.26, split A$4.35 in cash and 0.4531 shares in Viterra (A$4.50¹) plus a A$0.41 special cash dividend

● Alternatives available to maximise scrip or cash component (subject to

Proposed schemeoverview

● 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%─ 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 course on 30 June 2009

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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 0.8901² The trading day prior to the announcement that ABB and Viterra were in discussions³ 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” rules5 Includes special cash dividend of A$0.41 per share

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Transaction summary (cont’d)Transaction summary (cont d)

Transaction

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

● New Viterra shares to be listed on the Australian Stock Exchange (“ASX”) and Toronto Stock Exchange (“TSX”)structure and Toronto Stock Exchange ( TSX )

● Share Sale Facility to be provided for shareholders seeking full cash outcome – allows sale of Viterra shares without brokerage fees for small shareholders

ABB Board

● 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 shareholdersABB Board shareholders

● Four of the ABB directors will join the Viterra Board and one will become Vice-Chairman

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

September 2009

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Benefits to shareholdersBenefits to shareholders

● The proposed scheme implied value represents a significant premium to the● 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● The implied transaction EBITDA multiples are at a premium to Australian precedent transactions

● The proposed scheme monetizes ABB’s premium multiple and reduces risks i t d ith hi i ABB’ b i l d t ti i S thassociated with achieving ABB’s business plan and concentration in South

Australia

● Certainty of significant cash component (up to circa 75% of the consideration bl b Vi ) d Sh S l F ili hi h ld idpayable by Viterra) — and a Share Sale Facility which could provide 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)

● Flexibility for shareholders to choose an alternative which best suits their

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individual objectives

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Substantial premiumSubstantial 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

$9.26

ABB share price (A$)

32.3% 49.0% 57.4% 43.9%

$7.00$6.43

$5.88$6.22

$4.00Last closing price prior

to announcement²1 month VWAP

(to 27 April 2009)3 month VWAP

(to 27 April 2009)6 month VWAP

(to 27 April 2009)

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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 0.8901² As at 27 April 2009, the trading day prior to the announcement that ABB and Viterra were in discussions

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Attractive implied transaction multipleAttractive 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

12.0x

16.0xEV/EBITDA

27.1% 30.3% 69.5% 90.8%13.9x

15.7x LTM EV/EBITDA¹

90.9%FY09E EV/EBITDA¹

LTM agri handling and processing transaction multiples

42.2%

10.9x 10.7x9.8x

8.2x7 3 7 3

8.0x

12.0x

9.7x FY10E EV/EBITDA¹

7.3x 7.3x

4.0x

0.0xABB/

AusBulkSas Wheat

Pool/Agricore

Olam/QCH

M'borough/MulgraveCentral

AmericanSugar Refining/

Tate&Lyle²

AusBulk/Joe White

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Source: Company filings, IRESS, Factiva¹ 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)

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Flexible consideration optionsFlexible consideration options

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

Default Alternative

A$9.26 consisting of A$4.35 in cash, 0.4531 Viterra shares (equating to A$4.50¹), plus a A$0.41 special dividend (to be paid by

Default Alternative¹

ABB) for each ABB share held

OR Maximum Scrip Alternative¹● 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

A$9.26Max Cash Alternative

100% 50%

(subject to scale down to minimum scrip of 0.4531¹ Viterra shares and maximum of A$4.35 in cash)

● Maximum Scrip elections will be scaled down if ABB shareholders in aggregate request more scrip than the available scrip pool of 78mm Viterra shares (up to circa 50% of the consideration payable by Viterra)

A$9.11

50% 100%

Max Scrip Alternative

consideration payable by Viterra)OR Maximum Cash Alternative● 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 (A$2.25¹) Viterra shares)

A$9.41

A$9.26100% Cash 100% Scrip¹● 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 payable by Viterra)

F th f ki b fit f t A$0 18 h f t i l f h h ld

$9.05 $9.10 $9.15 $9.20 $9.25 $9.30 $9.35 $9.40 $9.45

$ p

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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 0.8901Note: 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

Further franking benefits of up to A$0.18 per share for certain classes of shareholders

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Scrip componentScrip component

Scrip component gives ABB shareholders the ability toScrip component gives ABB shareholders the ability to benefit from strategic strength and future opportunities of an expanded Viterra

Th d b i ill h i d l d l b l i fl● The merged business will have increased scale and global influence ─ Scale and strength to compete more effectively with the large agricultural

conglomerates both internationally and domestically ─ Provide global influence presence and market intelligence greater thanProvide 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 conditionsThe 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 ill be listed on both the ASX (CDIs) and TSX● Viterra shares will be listed on both the ASX (CDIs) and TSX

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ConditionsConditions

Completion of the scheme is s bject to the follo ing keCompletion of the scheme is subject to the following key conditions● Independent expert’s opinion that the scheme is in the best interests of ABB● Independent expert s opinion that the scheme is in the best interests of ABB

shareholders

● ABB shareholder approval S h 75% f h t d d j it f h h ld ti─ Scheme – 75% of shares voted and majority of shareholders voting

─ Removal of shareholding cap – 75% of shares voted

● Court approval of the scheme of arrangementpp g

● 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

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Key benefits to Australian agricultureKey benefits to Australian agriculture

● Increased grain accumulation requirement in Australia● 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● 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

E l b l b t ti f i t h i─ Encourage global best-practice farming techniques

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Viterra is committed to AustraliaViterra is committed to Australia

● The Australian New Zealand and South East Asian operations of the new● 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● 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 Vice-Chairman

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Next stepsNext steps

Indicative timetableKey milestone Indicative dates Scheme booklet lodgement with ASIC July 2009 Dispatch scheme booklet End July 2009

Indicative timetable

p yABB shareholder meeting September 2009 Court hearing to approve scheme September 2009 Implementation date September 2009

N t All d t h i di ti d bj t t h Note: All dates shown are indicative and subject to change

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Appendix:Viterra overview

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The creation of ViterraThe creation of Viterra

Co-operatives

Historical Saskatchewan Wheat Pool

Alberta Wheat Pool

Manitoba Pool Elevators

United Grain Growers

1990’s

Wheat Pool Wheat Pool Elevators Grain Growers

AgricoreSaskatchewan United 1990 s

2000’

AgricoreWheat Pool Grain Growers

Saskatchewan2000’s Saskatchewan Wheat Pool Agricore United

2007

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Viterra’s competitive advantagesViterra s competitive advantages

● Leading western Canadian market position

● Experienced management team● 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

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Viterra overviewViterra overview

Grain Handling & Marketing Agri-Products Agri-Food

Processing Livestock Feed

& ServicesFinancial Products

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

Manufacture, distribute and retail crop inputs and supplies to producers, including seed, crop protection products, fertilizer and equipment

LTM EBITDA: A$28mm

Further manufacturing of bulk grainsCan-Oat Milling42% joint ownership in Prairie Malt Limited with

LTM EBITDA: A$11mm

Livestock feed mfg with six feed mills and two pre-mix sites in Western CanadaSix feed mill locations in

th t l US t d

LTM EBITDA: A$9mm

Provides credit services to customers of the Agri-products and Livestock Services segments in partnership with a Canadian financial

LTM EBITDA: A$244mm

Contract, market and transport grain from western Canadian producers to consumptive customersP id l dd d fertilizer and equipment Cargill south central US operated

by Unifeed Hi-Pro Inc.31% ownership in Puratone Corporation

Canadian financial institution

Provide value-added services to producers including cleaning, drying, blending and storage of grain

Origination Barley MaltingFertilizer

R&D

g y gFertilizer

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Export Capacity Oat MillingRetail Feed Processing Financial Products

Note: Livestock Feed & Services LTM EBITDA excludes non-recurring one time itemsLTM EBITDA excludes (A$74)mm in corporate expenses

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Complimentary core businesses

ABBVit

Complimentary core businesses

A V l Ch i ABBViterra

Value-Added Processing• Strategic value-added

investments reflect core commodities of wheat, barley and oats

• Strategic value-added investments reflect core commodity of barley

Ag Value Chain

Grain Marketing• 65% of grain handle is

exported, of which 44% flows into Asia

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

and oats y y

Grain Origination

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

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

Asia

Crop Production• Core commodities

produced in Western Canada: wheat, barley, canola, oats, pulses

• Core commodities produced in South Australia: wheat, barley, canola

end use customers end use customers

Crop Inputs

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

Sh f CFL i

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

• Also provide wool livestock

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• Share of CFL nitrogen manufacturing facility

Also provide wool, livestock and financial services

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Q&AQ&A

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