Microsoft Word - 150317 ASX NZX Ann_Scheme Implemented ASX/NZX ANNOUNCEMENT 17 March 2015 Goodman Fielder Limited ABN 51 116 399 430

T2, 39 Delhi Road North Ryde NSW 2113 Australia Locked Bag 2222 North Ryde NSW 2113 Australia Tel: 61 2 8899 7000 Fax: 61 2 8026 4200 www.goodmanfielder.com.au

IMPLEMENTATION OF SCHEME OF ARRANGEMENT

Goodman Fielder advises that the previously announced Scheme of Arrangement ("Scheme") under which Wilmar International Limited ("Wilmar") and First Pacific Company Limited ("First Pacific") will acquire 100% of Goodman Fielder has been implemented today.
Wilmar and First Pacific, through 50:50 jointly owned entities, now hold all of the shares in Goodman Fielder. Eligible Goodman Fielder shareholders who held shares on the Scheme Record Date (10 March 2015) will be sent the Scheme Consideration of A$0.675 cash per share today (or as soon as practicable thereafter).
The resignation of Mr Steven Gregg, Mr Chris Delaney, Mr Ian Cornell, Ms Jan Dawson, Ms Chris Froggatt, Mr Peter Hearl, Mr Clive Hooke and Mr Ian Johnston from the Board of Goodman Fielder took effect from implementation.
Mr Robin Nicholson, Mr Kuok Khoon Hong, Mr Scott Weitemeyer, and Mr Graham Pickles have been appointed to the Board of Goodman Fielder with effect from implementation. Mr Nicholson has been appointed Chairman.
"We are delighted that the Scheme has now been implemented," said Mr Nicholson. "This final step in the process completes First Pacific and Wilmar's acquisition of Goodman Fielder and we look forward to working with the business to implement our transition plans and growth agenda.
"As part of this we would like to announce that Scott Weitemeyer will be appointed Managing
Director and Chief Executive Officer of Goodman Fielder, replacing Chris Delaney.
"We would like to thank Chris for his substantial contribution to Goodman Fielder and particularly for his leadership of the company during a period of significant transformation of the business, including the implementation of the Scheme.
"Scott will work with the dedicated team at Goodman Fielder to begin building a leading Asia- Pacific consumer foods business," Mr Nicholson said.
Goodman Fielder expects to be delisted from the ASX and NZX on Thursday, 19 March 2015.

For further information contact:

Martin Cole
Director, Corporate Affairs
+61 2 8899 7272

********

Goodman Fielder is Australasia's leading listed food company. The company has an excellent portfolio of well known consumer brands in some of Australia and New Zealand's largest grocery categories, including MeadowLea, Praise, White Wings, Pampas, Mighty Soft, Helga's, Wonder White, Vogel's (under licence), Freya's, Edmonds, Meadow Fresh and Irvines. Our products cover every meal, including breakfast, lunch, dinner and snacks. We produce bread, milk, margarine, flour, dressings, condiments, mayonnaise, cake mix, pies, savouries, desserts, sauces, vinegar and cooking oils.

The registered office of Goodman Fielder Limited and its Australian subsidiaries is T2, 39 Delhi Road North Ryde NSW 2113

distributed by