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AWB Agrium Inc Proposal

Agrium Inc proposal AWB Limited announces that Agrium Inc has completed its due diligence enquiries and has executed a scheme implementation agreement with AWB, under which Agrium would acquire all of the issued capital of AWB at a price of A$1.50 per share. The agreement allows AWB to pay a dividend of up to 20 cents per share, fully franked, subject to obtaining a favourable ATO ruling, which would be funded by a loan from Agrium. The price payable under the scheme would be reduced by the cash amount of any dividend paid. Under the merger implementation deed with GrainCorp, AWB is required to give three clear days’ notice before the AWB directors can change or withdraw their recommendation of the merger with GrainCorp. Accordingly, at this stage, the AWB directors have not yet changed their recommendation or recommended the scheme with Agrium. AWB will make a further announcement after GrainCorp’s notice period has expired.