MIRA INFORM REPORT

Report Date :

25.10.2011

IDENTIFICATION DETAILS

Name :	VITERRA (NZ) LIMITED
Formerly Known As :	ABB GRAIN (NZ) LIMITED
Registered Office :	Ground Floor, 7A Pacific Rise, Sylvia Park, Mt Wellington, Auckland, Zip/postal code 1060
Country :	New Zealand
Financials (as on) :	31.10.2010
Date of Incorporation :	09.12.1985
Com. Reg. No.:	285414
Legal Form :	Private Limited Company
Line of Business :	Trading of food grains and commodities, animal feed, seed and agricultural chemicals

RATING & COMMENTS

MIRA’s Rating :

Ca

RATING		STATUS	PROPOSED CREDIT LINE
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security

Status :	Poor
Payment Behaviour :	Unknown
Litigation :	---

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30^th, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
New Zealand	a1	a1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

Bottom of Form

Identification details Bottom of Form

Verified Address

Subject name : VITERRA (NZ) LIMITED

Business address : Ground Floor, 7A Pacific Rise

Sylvia Park

Town : Mt Wellington

Province : Auckland

Zip/postal code : 1060

Country : New Zealand

Tel : +64 9 2760591

Fax : +64 9 2760573

Email : customerservices.nz@viterra.com

Website : www.viterra.com.au

Registered address : Ground Floor, 7A Pacific Rise

Sylvia Park

Town : Mt Wellington

Province : Auckland

Zip/postal code : 1060

Country : New Zealand

Postal address : P.O. Box 3345, Shortland Street

Town : Auckland Central

Province : Auckland

Zip/postal code : 1140

_{Country : New Zealand}

Summary details

Executive Summary

Date founded or registered : 09/12/1985

Legal form : Private Limited Company

Chief executive : Terence James O'Connor

Issued & paid up capital : NZD 1,705,232

Sales turnover : NZD 291,969,000 (Non-consolidated 13 months, 31/10/2010)

Net income : NZD -8,539,000 (Non-consolidated 13 months, 31/10/2010)

Total fixed assets : NZD 225,675,000 (Non-consolidated 13 months, 31/10/2010)

Line of business : Trading of food grains and commodities, animal feed, seed and agricultural

chemicals.

_{Staff employed : 4,100 (Viterra Group)}

Credit risk opinion

Company Analysis

Country risk : Country risk is minimal

Operation trend : Operational trend is declining

Management experience : Management is modestly experienced

Financial performance : Financial performance is poor

Organization structure : Organizational structure is flawed

Detrimental : Some detrimental records found

Payment history : No payment delays noted

Credit amount suggestion : Fully secured terms.

Credit amount asked : Not described

_{Comments : It is advisable not to grant any amount of credit due to the Subject’s share}

_equity deficit. The Subject has been on losses for two consecutive years and the future and stability of the company is undetermined.

On a separate note, credit can be granted if guaranteed by Ultimate Holding _{Company Viterra Inc.}

Statutory details

Registry Data

Registration date : 09/12/1985

Legal form : Private Limited Company

Registration no 285414

Registered authority : New Zealand Companies Office

Registry status : Live/Active

Previous name : The Subject was previously known as HILL & LICHTENSTEIN EXPORTS LIMITED and changed it’s changed its name to JOSSCO NZ LIMITED on 01-09-1998. JOSSCO NZ LIMITED then changed it’s name to ABB GRAIN (NZ) LIMITED on 22-09-2003. ABB GRAIN (NZ) LIMITED recently changed its name to the current style on 12-02-2010.

Comments : On 01-04-2010, New Zealand Grain and Seed Limited, PCL Feeds Limited, NRM Feeds Limited and Bay Grains Dryers Limited were amalgamated into Viterra (NZ) Limited.

Management / directors

Key Management

Name : Terence James O'Connor

Designation : Executive Manager

Name : Steven James Cherrie

Designation : Financial Controller

Name : Tristan Lynch

Designation : Operation Manager

Board of directors / other appointments

Appointments

Name : Steven James Cherrie

Designation : Director

Appointment date : 31/08/10

Address : 55 Shackleton Road

Mt Eden, Auckland 1024

New Zealand

Name : Robert Francis Gordon

Designation : Director

Appointment date : 24/03/10

Address : 79 Sugarloaf Crescent

Castlecrag, NSW 2068

Australia

Biography : Mr. Robert Gordon is Senior Vice President, President, South-East Asia of Viterra Inc. Most recently, Mr. Gordon served as the CEO and Managing Director of Dairy Farmers Pty Ltd. in Sydney, its transformation from a farmer owned co-operative to a Australian branded consumer goods company. Prior to that, he was Managing Director for Goodman Fielder Consumer Foods Pty Ltd, integrating its heritage companies including Uncle Toby's and Meadow Lea Foods and subsequently driving consistently profitable growth across a number of channels and categories. The early part of Mr. Gordon's career was in Unilever where he had operational roles across the supply chain in the UK, mainland Europe and Australia.

Name : Terence James O'Connor

Designation : Director

Appointment date : 23/03/04

Address : 2 Birch Park Lane, Rd 1

Howick, 2571

_{New Zealand}

Staff employed : 4,100 (Viterra Group)

Key Advisors

Auditors : DELOITTE

80 Queen Street

Auckland 1010

_{New Zealand}

Share capital

Composition

Authorized Capital : NZD 1,705,232

No of shares : 1,705,232 Shares

Share par value : NZD 1

Issued capital : NZD 1,705,232

_{Paid up capital : NZD 1,705,232}

ownership / shareholders

How listed : Full List

Composition

Shareholder name : JOSSCO AUSTRALIA PTY LIMITED

Address : 124-130 South Terrace

Australia Adelaide, SA 5000

No. of shares : 1,705,232 Shares

% of shares : 100%

Related companies & corporate Affiliations

Structure

Name : VITERRA INC.

Affiliation type : Ultimate Holding Company

Address : 2625 Victoria Avenue

Regina, SK S4T 7T9

Canada

Comments : Viterra, Inc. operates in the agribusiness industry in Canada. The company serves western Canadian farmers and markets commodities and food products worldwide. The company wholly owns livestock feed manufacturing operations, canola processing and oat milling facilities. Its operations are diversified across Western Canada, through the south central United States, Japan, and Singapore. Segments The company operates in five segments, including Grain Handling and Marketing, Agri-Products, Food Processing, Feed Products, and Financial Products. GRAIN HANDLING AND MARKETING The Grain Handling and Marketing segment accumulates, stores, transports, and markets grains and oilseeds. This business includes grain storage facilities and processing plants strategically located in the prime agricultural growing regions of North America and Australia. This segment also includes wholly owned port export terminals located in Canada and Australia. Western Canada: Viterra’s Canadian grain handling and marketing business consists of country grain elevators and port terminals. Country Grain Elevators: Viterra operates a network of country grain elevators consisting of 85 locations, including 66 high throughput elevators with 50- or 100- car spots. In addition to the 85 grain handling facilities, the company owns/operates nine processing facilities. Port Terminals: The company’s port terminal business links its country grain elevators with offshore customers, providing processing and logistics services to ensure delivery of grain to fulfil the CWB’s, its and/or other exporters’ sales commitments. Grain Marketing: The company’s grain marketing business focuses on the development of domestic and export markets for grains handled it. The company markets special crops, including dry beans, mustard, lentils, canary seed, specialty peas and specialty oats. The company operates as a North American mustard contractor, processor and marketer of mustard worldwide. It has four mustard seed processing facilities across North America, including Warner, Alberta; Moose Jaw, Saskatchewan; Melville, Saskatchewan and Minneapolis, Minnesota. The company produces a whole ground yellow mustard at Minneapolis and a deheated, ground yellow mustard at a joint venture relationship at Warner, Alberta. Australia Country Grain Elevators: The company owns and operates a network of 108 grain storage and handling facilities (106 in South Australia and two in Victoria which feed grain into the South Australian grain export terminals), with a total non-export terminal storage capacity of 6.6 million tonnes. Grain Export Terminals: The company owns and operates eight bulk grain export terminals in the state of South Australia. Three of these terminals can fully load Panamax-size vessels (52,000 to 75,000 deadweight tonnes). The company provides a range of services to assist vessels and performs cargo operations in port, including ship agency services, stevedoring services for the loading of grain export cargoes, and in instances, stevedoring for non-grain import cargoes, such as fertilizer and meal. The company provides the majority of grain stevedoring services in South Australia. Container Packing Operations: The company has a container packing business, which packs grain into shipping containers on behalf grain traders/marketers who choose not to export their grain in bulk. It offers grain cleaning services. Its customers are Australia’s grain exporters. Australian Bulk Alliance: Australian Bulk Alliance (ABA) is a 50:50 joint venture between Viterra and Sumitomo Corporation. ABA operates eight country grain receival sites (four in New South Wales and four in Victoria with a storage capacity of approximately 1.2 million tonnes). ABA owns five of these sites, one is owned 50:50 with a third party and two are franchised. ABA also operates the Melbourne Grain Terminal (MGT), the bulk grain terminal in the Port of Melbourne. Grain Marketing: The company accumulates grain from growers and traders and then carries and consolidates this grain into saleable parcels for on-sale to domestic customers and Viterra’s international grain division. Viterra supplies cereals (wheat, barley, oats, sorghum), legumes (peas, beans, lentils) and oilseeds (canola). In addition to grain, the company also supplies agri-feed commodities and proteins (soy meal, palm kernel expeller). Viterra deals in the freight market, endeavouring to provide the commodity to the customer on a delivered basis. AGRI-PRODUCTS The segment sells seed, crop protection products, fertilizer, and equipment to producers. The Agri-products operations also include an ownership interest in a nitrogen fertilizer manufacturer and a network of retail locations. Canada The company’s Canadian Agri-products segment operates a network of 259 retail locations throughout Western Canada and which are geographically distributed relative to the growing regions in the Prairies. Each facility is involved in the specialized sales of bulk fertilizer, bagged seed, crop protection products and agricultural equipment, such as storage bins. Fertilizer: Viterra is a major distributor of fertilizer in Western Canada. The company also has an investment in fertilizer manufacturing and access to a stable source of fertilizer supply, through its joint venture Canadian Fertilizers Ltd. CFL manufactures fertilizer at a world-scale urea and ammonia plant in Medicine Hat, Alberta and supplies approximately 30% of the needs of its customers. The company distributes fertilizer throughout Western Canada through its network of country grain elevators and agri-products centers. Crop Protection Products : The company distributes crop protection products in Western Canada. The company offers various crop protection products, including herbicides, insecticides, fungicides and seed treatments through its network of agri-products retail stores across Western Canada. Seed Products: The company distributes seeds in Western Canada, with various proprietary and publicly available seed varieties. The company is involved in varietal seed development, including research and development through a seed testing laboratory at Innovation Place in Saskatoon at the University of Saskatchewan, and through various strategic alliances or other arrangements with breeding companies. Australia In Australia, Viterra operates six retail stores and ten depots located alongside Viterra grain storage and handling facilities, through which it sells seed, fertilizer, crop protection products and other farm-related items. The company also has five fertilizer warehouses in the region and operates a wool brokering and export business, a livestock marketing business and two real estate offices in South Australia. Fertilizer: The company operates as an importer, blender, wholesaler and retail distributor of fertilizer in South Australia, Victoria & New South Wales. Seed: The company manages a portfolio of approximately 30 field crop seed varieties, with the majority being barley and wheat varieties. Wool: The ompany’s wool business has two components, domestic and export. Domestically, Viterra moves wool from the farm to sell at auction. FOOD PROCESSING This segment extends its pipeline by producing semi-finished and finished food ingredients for consumer products companies and food processors around the world. The company operates oat processing and canola processing facilities in Canada and malt facilities in Canada and Australia. Oat Milling: The company’s oat milling business produces primary products at its manufacturing plant located near Saskatoon, Saskatchewan, and primary products and a range of finished products at its plants in Barrhead, Alberta and Portage la Prairie, Manitoba. Canola Processing: The company’s canola processing facility has a 1,000 tonne per day expeller press plant located in Ste. Agathe, Manitoba. Malt - Canada (42.38% ownership interest): The company participates in malt processing through a 42% ownership interest in Prairie Malt Limited (Prairie Malt). Malt – Australia: The company, through ABB Grain Ltd., operates as a malt processor. The company supplies malt to major domestic and international brewers. FEED PRODUCTS This segment has operations throughout North America and New Zealand. This business segment extends the company’s pipeline by processing raw materials into livestock feed, ingredients and nutritional supplements. The core business activity in the company’s North American feed products segment consists of manufacturing, sale and distribution of feed products and related micro, macro and commodity ingredients for commercial and acreage-based livestock producers. The company’s wholly-owned U.S. subsidiary, Unifeed Hi-Pro Inc. (Hi-Pro), owns six feed mills in Texas, Oklahoma and New Mexico that manufacture complete feeds, supplements pre-mixes and commodity ingredients for ranchers and dairy farmers in Texas, New Mexico, Oklahoma and other south central U.S. markets. Hi-Pro also owns and operates a shuttle train unloading facility near its mill in Dexter, New Mexico, which steams flaked corn for regional dairy producers. The majority of the company’s livestock feed products are delivered in bulk to farmers by truck directly from the feed mills or pre-mix facilities. In addition, the company distributes bagged feed products through independent dealers located primarily in Texas, Colorado, New Mexico, Alberta, and British Columbia and through company-owned retail outlets at most of the company’s feed mills and pre-mix facilities. New Zealand The company operates as an importer and distributor of grains and meals into New Zealand. It operates storage, maize processing and feed milling assets. FINANCIAL PRODUCTS The company, through Viterra Financial, acts as an agent for a Canadian chartered bank. Viterra Financial offers loans to customers of livestock feed and services to purchase feeder cattle and feeder hogs, as well as related feed inputs. History Viterra, Inc. was founded in 1924.

Viterra Inc. is listed on the Toronto and Australian Stock Exchange.

Name : A.C.N. 137 191 023 PTY LTD

Affiliation type : Intermediate Holding

Company Address : 124-130 South Terrace

Adelaide, SA 5000

Australia

Name : JOSSCO AUSTRALIA PTY LIMITED

Affiliation type : Parent Company

Address : 124-130 South Terrace

Adelaide, SA 5000

Australia

Name : VITERRA ASIA PTE. LTD.

Affiliation type : Sister Company

Address : 152 Beach Road

#27-08 Gateway East

Singapore 189721

Singapore

Name : VITERRA AUSTRALIA PTY LTD

Affiliation type : Sister Company

Address : 124-130 South Terrace

Adelaide, SA 5000

Australia

Name : VITERRA S.A .

Affiliation type : Sister Company

Address : Rue du Mont-Blanc 7

1201 Genève

witzerland

Name : VITERRA GERMANY GMBH

Affiliation type : Sister Company

Address : Burchardstr 14

20095 Hamburg

Germany

Name : VITERRA UKRAINE LLC

Affiliation type : Sister Company

Address : Office #97-A

_{5/24 Irynyns'ka Street}

Kiev - 01034

Ukraine

Name : VITERRA S.R.L.

Affiliation type : Sister Company

Address : Via Dei Mille 40

80121

Napoli

Italy

Name : VITERRA (SHANGHAI) TRADING

Affiliation type : Sister Company

Address : Room 1004 Maxdo Centre,

No 8 Xing Yi Road. Hong Qiao Development Zone

Shanghai 200336

_China

Related companies and corporate affiliations comments

Other companies of the Viterra Group should be considered affiliates of the Subject.

The Group has operation in Canada, United States, Australia, New Zealand, Japan, Singapore, China, Switzerland, Italy, Ukraine and Germany.

Bank & mortgages

Bank Details

Name of bank : HSBC Bank

Address : New Zealand

Account details : Current Account

Comments : It is generally not the policy of local banks to provide credit status information to non

related parties, however interested parties would be advised to consult first with the Subject if banker's references are required.

Mortgages : None reported.

Legal Fillings

Bankruptcy fillings : None reported.

Court judgements : None reported.

Tax liens : None reported.

Others : None reported.

financial data

Description

Source of financial statement : Commercial Registry Filings

Financial statement date : 31/10/10

Type of accounts : Full audited

Currency : New Zealand, Dollar (NZD)

Exchange rate : 1 USD = NZD 1.26 as of 22-10-2011

Summarized Financial Information

Consolidation type : Non Consolidated Non Consolidated Group Consolidated

^{Currency :} New Zealand, Dollar New Zealand, Dollar New Zealand, Dollar

_{(NZD) (NZD) (NZD)}

^{Denomination :} (x1) One (x1) One (x1) One

Date of financial year end 31/10/10 30/09/10 31/10/10

^{Length of accounts :} 13 months 12 months 12 months

^{Sale turnover / Income :} 291,969,000 205,163,000 8,256,280,000

^{Gross profit :} 1,258,567,000

^{Profit before tax :} -1,555,000 -4,976,000 188,970,000

^{Net income :} -8,539,000 -4,313,000 145,272,000

^{Non current assets :} 98,913,000 45,494,000 3,576,002,000

Current assets : _{126,762,000 81,365,000 2,540,880,000}

^{Inventories :} 56,230,000 28,569,000 1,211,887,000

^{Total assets :} 225,675,000 126,859,000 6,116,882,000

^{Current liabilities :} 220,323,000 122,016,000 1,256,854,000

^{Non current liabilities :} 12,325,000 0 1,149,765,000

^{Total liabilities :} 232,648,000 122,016,000 2,406,619,000

^{Share equity :} -6,973,000 4,843,000 3,710,263,000

^{Retained earning :} -8,738,000 3,078,000 571,013,000

Comments : The non-consolidated financial information above relates to the Subject only.

The group’s consolidated financial information above relates to the Subject’s Ultimate Holding Company Viterra Inc. and all its subsidiaries which include the Subject.

On a separate note, the Subject's non consolidated figures for year end 31-10-2010 is for 13 months as the Subject has changed its financial reporting date from 30 September to 31 October

Operation details

Main activities : The Subject is engaged in trading of food grains and commodities, animal feed, seed and agricultural chemicals.

The Subject is part of Viterra Inc. (Viterra), which is a Canada-based vertically integrated international agri-business company. Viterra operates in three interrelated segments: Grain Handling and Marketing,

Agri-products and Processing. Viterra is also involved in other

commodity-related businesses. Its Grain Handling and Marketing segment warehouses grain and oilseeds from South Australia in silos, bunkers and grain sheds. Viterra also owns and operates South Australia’s bulk grain export terminals. Its Agri-products segment is involved in the sale of seed, crop protection and financial products, fertilizer, and equipment to farm customers through a network of retail locations and also involves wool accumulation and sales business in Australia. Its Processing operations provide a range of ingredients for human and livestock consumptions.

Viterra entered the Australian and New Zealand agricultural industries in 2009 when Viterra successfully acquired ABB Grain Ltd, Australia.

Purchases

Local : Yes

International : Worldwide

Sales

Local : Yes

International : Worldwide

Property & Assets

Premises : The Subject operates from premises located at the verified heading address consisting of

administrative office.

Branches : None reported.

Other property : Total NBV of property, plant and equipment as of 31-10-2010 was NZD _72,551,000.

Summarized country risk

Gross Domestic Products (GDP) & Economic Overview

Central bank : Reserve Bank of New Zealand

Reserve of foreign exchange & gold : US$ 18.421 billion

Gross domestic product - GDP : US$ 153.252 billion

GPP (Purchasing power parity) : 120.2 billion of International dollars

GDP per capita - current prices : US$ 34,701

GDP - composition by sector : agriculture: 4.6% industry: 23.7% services: 71.7%

Inflation : 2008: 4%

2009: 2.1%

2010: 2.3%

Unemployment rate 2008 4.2 %

2009 6.2%

2010 6.5 %

Public debt

(General Government gross

debt as a % GDP) 2008: 20.4 %

2009: 26.1%

_{2010: 31.6 %}

Government bond ratings Standard & Poor's: AA+/Stable/A-1+

Moody's rating: Aaa

Moody's outlook: STA

Market value of publicly traded shares US$ 67.061 Billion

Largest companies in the country : Telecom of New Zealand, Fletcher Building

Trade & Competitiveness Overview

Total exports US$33.24 billion

Exports commodities dairy products, meat, wood and wood products, fish, machinery

Total imports US$31.11 billion

Imports commodities machinery and equipment, vehicles and aircraft, petroleum, electronics,

textiles, plastics

Export - major partners Australia 22%, US 11.5%, Japan 9.2%, China 5.3%, UK 4.6%

Import - major partners Australia 20.7%, China 13.4%, US 9.7%, Japan 9.5%, Singapore 4.9%,

Germany 4.7%

FDI Inflows 2007: US$3,441 million

2008: US$4,993 million

2009: US$348 million

FDI Outflows 2007: US$3,703 million

2008: US$-239 million

2009: US$-406 million

_{Best countries for doing business 3 out of 183 countries}

Global competitiveness ranking 25 (ranking by country on a basis of 133, the first is the best)

Country and Population Overview

Total population : 4.37 million

Total area : 270,467 km2

Capital : Wellington

_{Currency : New Zealand dollar (NZD)}

Internet users as % of total population : 84.38%

Payment history

Purchase Term

Local : Prepayment, Credit up to 90 days

International : L/C, Prepayment, Credit up to 90 days

Sales Term

Local : Cash against document, Prepayment, Credit up to 90 days

International : L/C, Prepayment, Credit up to 90 days

Trade Reference/ Payment Behaviour

Comments : As local and international trade references were not supplied, the Subject's payment track record history cannot be appropriately determined but based on our research, payments are believed to be met without delay.

Investigation Note

Sources : Interviews and material provided by the Subject

: Other official and local business sources

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.49.18
UK Pound	1	Rs.76.65
Euro	1	Rs.66.63

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
----	NB	New Business	----

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.