Microsoft Word - 140908 ASX NZX Ann_Update on Scheme of Arrangement_final ASX/NZX ANNOUNCEMENT 8 September 2014 UPDATE ON SCHEME OF ARRANGEMENT 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
Goodman Fielder today provided a further update on anticipated timing in relation to the Scheme of Arrangement with Wilmar International Limited ("Wilmar") and First Pacific Company Limited ('First Pacific").
On 2 July 2014, Goodman Fielder entered into a Scheme Implementation Deed ("SID") under which Wilmar and First Pacific will, subject to certain conditions, acquire all of the remaining issued equity in Goodman Fielder, that they do not already own, by way of a scheme of arrangement for A$0.675 cash per share.
In the absence of a superior proposal and subject to an independent expert concluding that the Scheme is fair and reasonable and in the best interests of Goodman Fielder shareholders, the Board of Goodman Fielder unanimously recommends that Goodman Fielder shareholders vote in favour of the Scheme.
On 13 August 2014, Goodman Fielder advised that Wilmar and First Pacific were progressing the regulatory approvals process in accordance with the SID and that a shareholder meeting to approve the Scheme was anticipated to be held in late November 2014, subject to the progress of regulatory approvals.
While Wilmar and First Pacific are continuing to progress the required regulatory approvals, Goodman Fielder and Wilmar/First Pacific now anticipate that the process for obtaining approval from the Ministry of Commerce (MOFCOM) in China is likely to take longer than initially anticipated.
As a result, Goodman Fielder and Wilmar/First Pacific intend to extend the Scheme end date from
31 December 2014 to 31 March 2015 in accordance with the terms of the SID. Goodman Fielder and Wilmar/First Pacific will continue to keep the progress of the required regulatory approvals under review. The shareholder meeting to approve the Scheme is anticipated to be held in the first quarter of calendar 2015.
Goodman Fielder will continue to keep shareholders updated on any material developments.

Annual General Meeting Date

Goodman Fielder advises that its Annual General Meeting will be held on Thursday 20 November
2014 at Level 1, T2, 39 Delhi Rd, North Ryde, NSW, commencing at 10.30am (Sydney time). The
AGM will be webcast for those shareholders unable to attend.

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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

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