Our Path

To Global Leadership

June 27th, 2010

This presentation is for marketing and information purposes only. By this presentation,

Makhteshim Agan industries Ltd. (the “Company") does not intend to give and the

presentation does not constitute professional or business advice. The accuracy,

completeness and/or adequacy of the content of this presentation, as well as any

estimation and/or assessment included in this presentation, if at all, is not warranted or

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such content. The Company may make improvements and/or changes in the features or

content presented herein at any time. The Company shall not be liable for any loss,

claim, liability or damage of any kind resulting from your reliance on or reference to any

detail, fact or opinion presented herein. This presentation contains proprietary

information of the Company and may not be reproduced, copied, disclosed or utilized in

any way, in whole or in part, without the prior written consent of the Company.

Disclaimer

1

Albaugh acquisition: achieving

clear leadership in the

off-patent industry

On June27th, Makhteshim Agan’s board approved a letter of intent

TO ACQUIRE ALBAUGH

The largest off-patent crop protection company in the Americas ( NAFTA and LATAM)

Considerations include: cash ($340m), vendor notes for 7 years (totaling to $455m), MAI equity (59m shares, 12% of the combined company)

Net financial debt of Albaugh which will be assumed by MAI of up to $280m

This represents the first major business combination in the sector since 2002

After transaction, MAI becomes the clear leader in the off-patent industry, positioned to ride the foremost growth trends of the industry

2

Achieving clear leadership

in the off-patent industry

OperationalFinancial

Operational

Low cost manufacturing plus regional supply chain excellence

Commercial

A sustainable leadership position in the Americas

Financial

Attractive deal economics for our shareholders

A Global Network That Supports Our

Growth Aspirations

3

Transaction rationale

Transforming market position in North America

Creating a unique value proposition in South America

Achieving leading position in GMO driven molecules

Establishing no.1 off-patent position in key markets - US,

Mexico, Brazil, Argentina

Creating regional operations platforms that can support our

growth in North and South America

Acquiring high quality, efficient synthesis in low cost countries

Leveraging global scale in sourcing, manufacturing,

development and registration

Industry in cyclical trough leading to realistic valuations

Top and bottom line synergies of $50-60m

Expected to be EPS accretive one year post-acquisition (on

non-GAAP basis)

4

Commercial

A sustainable

leadership position

in the Americas

Operational

A global network

that can support our

growth aspirations

Financial

Attractive deal

economics for our

shareholders

Key transaction highlights

Business Combination:

– Dennis Albaugh to be appointed Chairman of North America

– Spencer Vance, President of Albaugh, will become CEO of the combined U.S.

business operations

– Miguel Gonzalez will continue to serve as President and CEO of Atanor

– Key Albaugh managers to hold senior position in the combined entity

Due Diligence teams on the ground already

– Final agreement expected to be signed Q4

– Closing anticipated before year end

Combined business strategic plan expected to

be announced by year end

5

The clear leader

in the off-patent industry

SOURCE: Philips McDougal; Company public filing; MAI analysis

1 Based on financial reports, excluding 80 million of non AgChem sales

2009 Agrochemical sales, $ billion

0.40.5

0.9 0.9 1.01.1 1.1

1.4

1.8

2.1

3.0

+67%

New

CoAlbaugh

6

0.9 0.9 1.0 1.1 1.11.4

1.82.1

2.4

3.03.5

3.9

5.1

8.38.5

Critical mass equals mid-sized

research based companies

SOURCE: Philips McDougal; Company public filing; MAI analysis

1 Based on financial reports, excluding 80 million of non AgChem sales

RBC

Off patent

New

Co

Albaugh

2

2009 Agrochemical sales, $ billion

7

Crop protection industry is

sizable and mature

28.1 27.8 25.8 25.2 26.730.7 31.2 30.4

33.4

40.537.9

43.5

4.0 4.24.1 4.2

4.5

4.7 4.9 5.2

5.4

5.75.9

7.1

20093

43.7

2008

9%

Crop

Protection

Non Crop

2013F

50.6

+7%-3%

+2%

2006

36.1

2005

35.6

38.8

2007

46.1

2004

35.4

2003

31.2

2002

29.4

2001

29.9

2000

32.0

1999

32.1

Decline Recovery Acceleration

Sources: Phillips McDougall

Steady

Agrochemical industry revenues– 1999-2009$ bn % CAGR

8

9

20.0

25.0

30.0

35.0

40.0

45.0

50.0

% Generic

Proprietary

Proprietary off-patentOff-patent products have

gained a total of 9.3% in

market share since 2004

Crop Protection Market Share by Product

… but the off-patent segment

is growing fast

Source: Phillips McDougall

10

10,322 8,405

10,362 11,647 12,048

14,006

18,376

35.6%

30.2%

41.2%

37.2%

39.6%

42.2%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

1998 2000 2002 2005 2006 2007 2008

$M

M

Market Value Market Share

Generic crop protection products

market value and market share

Market Value, million $

Source: Phillips McDougall; MAI analysis

45.4%

2009E

~15,500

Value of products that are expected to come off- patent (bn $)

Off Patent Growth Opportunities

2010-2015

* based on product prices of 2008 Source: Phillips McDougal, MAI analysis 11

1.5

1.2

0.7

0.9

1.3

0.4

0.8

9.3

0.3

1.6

Total2020

0.2

2018 2019

0.4

20112010 201720162015201420132012

Better balanced across the 3 main

regions: NAFTA, LATAM and Europe

12

Europe

#4 AgChem player

$11.5

7.4 7.4

NAFTA(North America, Canada, Mexico)

#6 AgChem player

$7.93.9

8.4

0.9

% M

ark

et

Gro

wth

LATAM

#5 AgChem player

$7.7 6.9

14.1

#1 Off-patent Player#1 Off-patent player

#1 Off patent Player

Market Growth: CAGR 2004-2009

4.2

% M

ark

et

Gro

wth

6.9

% M

ark

et

Gro

wth

Balanced revenues

Agricultural seasons

Currency

Disease pressure

Market size billion, 2009

MAI Market Share (%)

NewCo market share (%)

Source : Phillip McDougal May 2010; Company public filing

Introduction to Albaugh

Albaugh profile

▪ A leading off-patent crop protection company in the

Americas with deep engineering backbone, and

backward integrated processes

▪ 4 years average revenue of ~$1B billion

– 40% in N. America to the distribution channel

– 60% in S. America and Europe, primarily to industry

players

▪ Sales are generated by major GMO driven herbicides

▪ One of the most advanced supply chain capabilities in

the Midwest

▪ A leading producer in the Mercosur of 2,4-D and

Glyphosate with a unique cost position

▪ Founded in 1979 by Dennis Albaugh

▪ ~3,000 employees

Production site

Sales and support

14

Albaugh – attractive product

portfolio positioned for further

growth

15

Main Albaugh products benefit from current market trends:

Glyphosate, 2,4-D, Dicamba and Atrazine

– Current GMO penetration

– Significant Glyphosate production capabilities

– Future GMO introduction

Accelerated growth of 2,4-D and Dicamba will be driven by seed resistance

– Glyphosate resistance

2,4-D, Dicamba – an efficient compound in Glyphosate mixtures

– Bio-Ethanol

Ethanol production can help benefit from market trends

Backward integrated production processes

Leading producer of sugar in Argentina

– Improves revenue mix

– Allows for potential product portfolio expansion

Foot hold in the “green” pest control through Copper production capabilities in

Mexico (in addition to potential production of Bio-Ethanol)

Albaugh is the leading off-patent

company in the USA

US Ag Chem players sales ($ million, 2009)

939

829

651

527

349

324

313

160

Syngenta

Monsanto

Bayer

Dow

BASF

Albaugh

Nufarm

DuPont

MAI

1,318

SOURCE: Phillip McDougal

Market Share

21%

15%

13%

10%

8%

6%

5%

5%

3%

Albaugh is strongly positioned among the large distributors,

which enables it to hold a leading market share

16

…and an advanced supply chain at

the heart of the US grain belt

▪ Located in Missouri, at the heart

of the US grain belt

▪ Spans 38 areas in 24 buildings

▪ Site logistics

Diversified formulation

capabilities

9 high speed packaging lines

6m gallon storage capacity

State of the art formulation

site at an optimal location

With a large scale

logistics systems

▪ Distribution

– Own tanker fleet

– Rail head access

– 5 truck scales

17

Large Production Footprint in Argentina

Sugar / Ethanol – large scale production

Concepcion

▪ Sugarcane

▪ Sugar

▪ Ethanol

Marapa

▪ Sugar

▪ Ethanol

2,4-D – back integrated through 3 sites

Valuveal

▪ Salt lake

Baradero

▪ Acetic acid

▪ Acetic anhedride

▪ Acetates

▪ Triacetin

▪ Sorbitol

Rio Tercero

▪ 2,4-D, Ester and Salt

▪ Chlorine

▪ Caustic Soda

▪ Hydrogen Peroxide1

▪ Hydrochloric acid

▪ Sodium hypochlorite

▪ Glyphosate

–formulation

–Synthesis

Pilar

Glyphosate – high volume direct

to formulation

San Nicolas

▪ Triazine (Atrazine)

▪ Trifluralin

▪ Salycilic acid

▪ Herbicide/insecticide

Resende

▪ Copper

fungicides

Munro

▪ Formaldehye

▪ Phenolic and

Ureic resins

Other chemicals

Pergamino

▪ Biotech seed

Seeds – small scale

18

Albaugh has a manufacturing JV in

China, as well as significant

sourcing capabilities

Manufacturing in China

▪ In 2006, Albaugh established a 50-50 Joint Venture

with a Chinese player to produce PMIDA (a phosphorus

based raw material to produce Glyphosate)

▪ The first unit with 20,000 tons/year capacity is planned

to ramp up production by end-2010

Sourcing in China

▪ Albaugh has over 10 years of Chinese sourcing

experience with full time, Chinese-speaking employees

based in Beijing to oversee suppliersAlbaugh plant

Albaugh sales and

support

19

Albaugh revenues and profitability

1,000

20

Normalized

Sales

EBITDA

margin 14% 16% 9% -5%

856 1,065 1,534 937

2006 2007 2008 2009

900

Rationale

Commercial Rationale

NAFTA - #1 Off-patent player

#6 Ag Chem player

North America

Enhanced customer offering – broader range of crop

protection solutions, flexible, efficient service

No. 1 off-patent player, 6th largest Ag Chem player

Business model enhancement – direct sales to distributors

Combining the experienced and market based mangers of

Albaugh with MAI capabilities

Leverage existing Albaugh’s sales force with MAI’s portfolio

23

Mexico

No. 1 off-patent, 3rd

largest Ag Chem player

Expanded product offering

through complimentary

portfolios

Canada

Complimentary business portfolios

Stronger operational regional support

Environmental solutions

Continue to grow current platform

Brazil

Brazil is the biggest Ag Chem market after US

Strong combination between Albaugh back-integrated

manufacturing, and Millenia's sale and customer service abilities

Create a strong position in the Glyphosate market

Enhance customer service though flexible supply chain

LATAM - #1 Off Patent Player

#5 Ag Chem Player

24

Argentina

Utilize strong local chemical engineering capabilities globally

Compliment Albaugh home base advantage with broader portfolio

Rest of Latin America

Broaden product portfolio with key growth driven products

Improve operational flexibility throughout the region

Leverage MAI’s position in Columbia and EcuadorOther MAI markets

Other Albaugh markets

Mercusor

Brazil - Albaugh and MAI capabilities

highly complimentary

New business model for Brazil

Lower cost position in key molecules

Differentiation in the market

Flexibility in local production

Local production to meet local demand

▪ Strong business with leading industrial players could be leveraged through cross selling

▪ Top producer with unique cost position for Glyphosate and 2,4-D, two of the largest and

fastest growing herbicides in the country

▪ Well penetrated with ~200 large co-operatives + distributors

▪ Deep understanding of customer needs, credit risk history and collections capabilities

▪ Significant barter business (~20% of sales)

▪ Advanced formulation site close to market

Albaugh:

Operational

footprint

MAI:

Established

commercial

capabilities

25

Other40

USD60

The combined company will benefit

from greater balance

100% = ~$3.1bm

NewCo Sales

% of revenue, 2009 pro forma

South 42

58 North

Other55

USD 45

100% = ~$2.2b

MAI Sales

% of revenue, 2009 pro forma

North68

South32

Currency

Hemisphere

26

MAIPresence

Limited Presence

Seg

men

ts

Big

Row

Small

Row

The combined portfolio will complete

our portfolio in growing segments

Selective

Herbicides

Insecticides

Non selective

Herbicides

Fruit &

Vegetables

Fungicides

Albaugh integration will create global position in leading products:

▪ 2,4-D and Phenoxies

▪ Glyphosate 27

MAI + Albaugh

The introduction of GMO broadened

Glyphosate consumption at the

expense of other leading molecules

SOURCE: Merrill Lynch June 2006

0

10

20

30

40

50

60

70

80

Glyphosate

Imazethapyr

Pendimethalin

Trifluralin

US soybean herbicide sales since GM introduction 1995 – 2005

% of total

Glyphosate volume (Global market, 1000 metric tons)

▪ Significant part of the growth was driven by corn and soy GMOs, primarily in NAFTA and LATAM

▪ Looking forward, growth is expected to be generated by corn, cotton and soy in LATAM and Asia

SOURCE: Phillips McDougal; AMIS Global29

Deep dive on Glyphosate

508498

341322288273

+11% p.a.

2009E

~500

200820072006200520042003

3.62 3.38 3.70

10.11

0

2

4

6

8

10

12

2003 2004 2005 2006 2007 2008 2009

3.26

5.80

3.32

Glyphosate China FOB price1 ($/kg)

SOURCE: Phillips McDougal; AMIS Global; MAI China sourcing center; CCPIA; Everbright securities China

After 2007-8 “hype”, Chinese FOB prices

are back to ~$3/kg

1 2003-2005 prices were nominated in Yuan and exchanged to USD using yearly average rates

Peak in prices (up to $15) driven by

▪ Soft commodity price peak

▪ Chinese supply shortage

Price dropped

to $2.7 in 2010

30

Operational Rationale

Operational rationale

Improve global production network

– Increase production capabilities in low cost locations

– Balance between costs in China/India and IP risk

Shorter supply chain

Flexibility – close to the end costumer

Production capabilities in major and growing molecules

Strong engineering backbone in Argentina – advantage

for IP and quality

Leveraging global scale in sourcing

High quality, efficient synthesis in low cost countries

32

Production Facility

HQ

Subsidiary

Albaugh plant

Albaugh sales and

support

Cost structure of AI’s and products

Global supply chain

U.S. Ag Chem penetration

Brazilian operation

Business model

New vision, purpose and clear direction

The business combinations creates a

strong platform – addressing most of

our key challenges

33

Building the winning business model

34

Growth

Organizational

Model

Transforming

Key Operational

Functions

Changing

How We

Compete

MAI Way

Choosing

Where to

Compete

Broad product portfolio coupled with

strong market access

35

High

Low

Low High

Mark

et

Access

Number of AI’s

High

The combination Albaugh is a step

toward the ultimate goal to be

industry’s most competitive supply chain

36

l

Albaugh plant

Albaugh sales and

support

NAFTA Ops – based on

Albaugh platform

LATAM Ops – based on

MilleniaAlbaugh +

platform

AP/Africa Regional

Operations

Europe/Israel Regional

Operations

MAI platform

MAI plant

MAI Subsidiary

Competitive cost with

flexible service by

optimizing regional

formulation, inventories

and logistics

Share of projected sales 2015

In house production with Cost position -

partly in Albaugh

Outsourced AIs at best price & quality

Financial rationale

Financials

38

Synergies

Forecasted at $50m-$60m

Cross-sell MAI products to Albaugh’s customers and vice versa

Reduce synthesis cost by leveraging Albaugh low cost country assets (Argentina,

China)

Reduce sourcing cost through scale and leveraging best practices

Reduce formulation and logistics costs, and improve service level by rationalizing

the regional footprint

Reduce back office costs in North and South America

Financials

39

Deal Structure

Combination of cash, vendor note and MAI equity

$455m vendor note financing for 7 years

Key Terms

Key employee retention

Coordinated efforts to build a sustainable business

Fully Aligned with Our Business Initiatives

in 2010

40

Thank you