18 million tonnes storage capacity 7,000 terminals 18 ... · such as fertiliser, seeds, ... marang...

GoondiwindiGoondiwindi

BoggabillaBoggabilla

CroobleCroobleMilguyMilguy

GravesendGravesend WarialdaWarialda

DelungraDelungra

MoreeMoree

BellataBellata

EdgeroiEdgeroi

NarrabriNarrabri

Baan BaaBaan Baa

BoggabriBoggabri

Emerald HillEmerald Hill

BugaldieBugaldie

BaradineBaradineCoonambleCoonamble

TrajereTrajere

kk

ManildraManildraMolongMolong

LithgowLithgow

Red BendRed Bend

WoodstockWoodstockraranana

KoorawathaKoorawatha

HardenHarden

Marrar

Marrar

MilbMilbrtrt

JuneeJuneeJ

ggagga

epherdsepherds

Yerong CreekYerong Creek

CulcairnCulcairn

CunningarCunningar

BoorowaBoorowa

MaimuruMaimuru

BribbareeBribbareeWeedallionWeedallion

MilvaleMilvale

TemoraTemoraT

IllaboIllabo

MungeribarMungeribarTottenhamTottenham

KiacatKiacat

TrangieTrangie

WarrenWarrenNynganNyngan

NevertireNevertire

CombaraCombara

GularGular

ArmatreeArmatree

CurbanCurban

GilgandraGilgandraBalladoranBalladoran

EumungerieEumungerieMogriguyMogriguy

GwabegarGwabegar

GunnedahGunnedah

CurlewisCurlewis

ris Creekris Creek

GulgongGulgong

BirriwaBirriwa

MendooranMendooran

Elong ElongElong Elong

MuronbungMuronbungg

gg

MerriwaMerriwa

MaitlandMaitland

NewcastleNewcastle

SydneySydney

Port KemblaPort Kembla

TamworthTamworth

WestdaleWestdale

ManillaManilla

BarrabaBarraba

CulgooraCulgoora

Wee WaaWee WaaMerah NorthMerah North

Burren JunctionBurren Junction

CryonCryon

MerrywineboneMerrywinebone

WalgettWalgett

GarahGarah

WeemelahWeemelahNorth StarNorth Star

TallimbTallimb

BurBur

18 million tonnes storage capacity 7,000

kilometres of rail network support 4 seaboard

terminals 18 Service Centres

13 processing facilities and 778 permanent

staff delivering growing solutions

GrainCorp Limited 2002 Annual Report

Contents

2002 Financial Highlights 1

2002 Business Highlights 1

GrainCorp Products and Services 2

Our Storage Network 3

Chairman’s & Managing Director’s Report 7

Investor Information 11

Financial Performance 12

Key Business Areas 14

Review of Operations 16

Supporting Our Communities 22

Executive Management 23

Board of Directors 24

Corporate Governance Statement 26

2002 Concise Report 31

Annual General Meeting

GrainCorp’s 2003 Annual General Meeting will

be held at Albury, New South Wales on Friday,

28 February, 11am.

GrainCorp Limited ABN 60 057 186 035

Bellata has over 100,000 tonnes of permanent storage and over 50,000 tonnes of bunker storage.

• Total revenue $700 million

• EBITDA $119.8 million

• Depreciation and amortisation $41.1 million

• Net profit before tax $67.8 million

• Net profit after tax $48.6 million

• Earnings per share 121.2 cents

• Dividend per share 78.0 cents

• Dividend yield (30/09/02) 8.0%

2002 Financial Highlights• 12 million tonnes of grain received with increased speed

and efficiency

• 6.8 million tonnes of exports

• Purchased the milling assets of Goodman Fielder in

partnership with Cargill Australia

• Created Bulk Terminals Australia (BTA) in partnership with

Grainco Australia

• Moved into rail operation through the lease of two engines

and 40 wagons

• Expanded grain handling operations into South Australia

with the opening of a grain receival facility at Naracoorte

• Extracted $4 million cost saving from Vicgrain merger

synergies

• 1% of profit after tax dedicated to GrainCorp Foundation

2002 Business Highlights

GrainCorp Annual Report 2002 1


GrainCorp Products and Services

Storage & Handling

GrainCorp’s core business. Over 300 storage facilities throughout prime

grain growing regions. Four port terminals located in NSW and VIC and

Bulk Terminals Australia allows access to a 5th in QLD.

Merchandising

GrainCorp’s 18 strategically located Service Centres offer farm input needs

such as fertiliser, seeds, agricultural chemicals and seasonal finance.

Trading

Domestic - Grain merchants provide risk management solutions,

marketing and contracting alternatives.

Export - GrainCorp is now a direct exporter of barley and canola.

Research & Development

GrainCorp with SunPrime breeds some of the highest yielding wheat

varieties in production. 80% of SunPrime’s pre-tax profits are

reinvested in Research and Development.

Transport

Rail - GrainCorp’s move into rail is designed to offer seamless

operation and negotiate the supply chain from silo to port.

Road - Extensive road operations through eastern Australia.

Processing

GrainCorp entered the flour milling business through the

purchase of a 60% equity share of Allied Mills.

Technical Services

GrainCorp provides a crop monitoring and analysis service.

The GrainCorp Foundation - GrainCorp contributes 1%

of its annual after tax profits to rural and regional

communities via the GrainCorp Foundation.

Community Development

QLD

NSW

VIC

Goondiwindi

Boggabilla

CroobleMilguy

Biniguy

Gravesend Warialda

Delungra

Moree

Gurley

Bellata

Edgeroi

Narrabri

Baan Baa

Boggabri

Emerald Hill

Ulamambri

Coonabarabran

Bugaldie

Baradineonamble

Dubbo

Narwonah

Wyanga

Tomingley WestPeak HillMickibri

Cumnock

ManildraMolong

Parkes

rromine

mbara

Gular

Armatree

Curban

GilgandraBalladoran

EumungerieMogriguy

Gwabegar

Gunnedah

CurlewisNea

Werris Creek

QuirindiCaroona

Spring Ridge

Tamarang

PremerConnemarra

Weetal

iba

Neilrex

Binnaway

Gulgong

Birriwa

Mendooran

Elong Elong

Muronbungg

Ballimore

GeurieCombo

Wellington

Willow Tree

Merriwa

Maitland

NewcastleKooragang IslandCarrington

PinkenbaFisherman Islands

Warral Tamworth

Duri

Westdale

Manilla

Culgoora

Wee WaaMerah North

Burren Junction

Cryon

Merrywinebone

Walgett

Garah

WeemelahNorth Star

Brisbane

Croppa Creek

QLD

NSWNorthernDivision

Boggabri

Emerald Hill

Ulamambri

Coonabarabran

Bugaldie

BaradineCoonamble

Dubbo

Narwonah

Wyanga

Tomingley WestPeak HillMickibri Yeoval

Canowindra

Trajere

Cumnock

ManildraMolong

Lithgow

Alectown WestGoonumbla

Parkes

Red Bend

WoodstockCowra

Grenfell

Noonbina

Koorawatha

e

Maimuru

Back Creek

Burchrcher

Lake CowallGirral

rrinyaWirrinya

Caragabal

BrBarmedman

WestWyalong

MungeribarTottenhamAlbert

Yethra

Tullamore

Euabalong West

Lake Cargelligo

GobonderyKadungleThe TroffsTrundle

Gunnin

gblan

dOotha

Condobolin

KikoiraYoungareen

Griffith

WejaTullib

igeal

geal

Burgoo

noney

Naradhan

Kiacatoo

Bogan

Gate

Narromine

Trangie

WarrenNyngan

Nevertire

Cobar

Combara

Gular

Armatree

Curban

GilgandraBalladoran

EumungerieMogriguy

Gunnedah

CurlewisNea

Werris CreekCaroona

Spring Ridge

Tamarang

PremerConnemarra

Weetal

iba

Neilrex

Binnaway

Gulgong

Birriwa

Mendooran

Elong Elong

Ballimore

WongarbonGeurie

ComboWellington

Willow Tree

Merriwa

Newca

Sydney

Warral Tamworth

Duri

Westda

Manilla

Buddigower

Tallimba

Buralyang

Weetha

lle

Erigo

liaRankinsSprings

YendaTharbogangTabbita

Goolgowi

Merriwagga

Hillston

NSW

Western Division

QLD

NSW

VICMelbourne

Geelong

Portland

GanGron

g Gron

g

Narran

dera

Lockhart

Boree Creek

UranaPleasant Hills

RandHenty West

ocklesbyBro

Arajoel

Morundah

BerriganTocumwal

Echuca

Deniliquin

MathouraWombootaBarnes Crossing

Wakool

Caldwell

Bunnaloo

Picola

Moulamein

Balranald

Rochester

Raywood Elmore

Boort

Quambatook

Chinkapook

Manangatang

Annuello

Robinvale

LalbertMeatian

Ultima

Waitchie

Gredgwin

Borung

NaracoorteNoradjuha

Glenorchy

NatimukGoroke

Carpolac

NhillKa

niva

Servi

ceton

Miram

Lillim

ur

Gerang

Gerung

MarnooLubeck

Dooen

BurrumMurtoa

Horsham

Charlton

Wycheproof

Berriwillock

Sea Lake

Mittyack

Culgoa

Minyip

Sheep HillsWarracknabeal

LahBrim

Beulah

Patchewollock

Hopetoun

Dimboola

Antwerp

Jeparit

Rainbow

Yaapeet

Pimpinio

St Arnaud

Cope CopeDonald

LitchfieldMassey

Watchem

BirchipKinnabulla

WoomelangLascelles

Speed

Tempy

Ouyen

Carwarp

Werrim

ull

Mering

ur

Merrine

e

Torrit

aUnd

erboo

l

Murray

ville

Panit

ya

YanacNetherby

Yelta

SwanwaterSutherland

Sunshine

Dunolly

BallaratWillaura

Hamilton

Mitiamo

Kerang

Swan Hill

Nyah West

Piangil

Kooloonong

Tandara

Goornong

Marong

Moolort

Berrybank

Westmere

Bridgewater

MurchisonEast

Colbinabbin

Downs

Yanco

Murrami

Coleambally

Yarrawonga

Dookie

St James

OaklandsWangamong

Sanger

Warragoon

Willbriggie

Griffith

Moombo

oldoo

l

Barella

n

Garoolg

an

Skipton

VICSouthern Division

CanowindraCaNyrang CreekTrajere

Cumnock

ManildraMolong

Lithgow

Alectown West

Parkes

Red Bend

WoodstockCowra

Grenfell

Noonbina

Koorawatha

eenethorpe

Harden

Marrar

Brushw

ood

Ganmain

Matong

Grong G

rong

Narran

dera

Coolam

on

Milbrul

ong

Lockhart

Boree Creek

Hills

Junee

Wagga

ShepherdsArajoel

Morundah

gBerriganrrigaBerrigaTTocumwal

Denilniliquin

Mathoura

Picola

Downside

The Rock

HentyYerong Creek

Culcairn

Uranquinty

CunningarWallendbeen

Boorowa

Maimuru

Lake CowalGirral

Wirrinyaya

Weedallion

Milvale

Temora

Cootamundra

Illabo

Barmedm

WestWyalong

Stockinbingal

Yanco

Murrami

Coleambally

Yarrawonga

amWangam

WarragoonW

Willbriggie

Euabalong West

Lake Cargelligo

Gunnin

gblan

driwon

g

Condobolin

Puca

wan

KikoiraYoungareen

Griffith

Wejage

al

Tullib

igealon

ey

Burgoo

ne

Naradhan

Syd

Port Kembla

Ariah P

arkMirr

ool

Buddigower

Tallimba

Buralyang

Weetha

lle

Erigo

liaRankinsSprings

Becko

m

Ardleth

an

Kamara

h

Moombo

oldoo

l

Barella

n

Garoolg

an

YendaTharbogangTabbita

Goolgowi

Merriwagga

Hillston

NSWCentral Division

QLD

NSW

VIC

Northern Division

Western Division

Central Division

Southern Division

Seaboard Terminal

Service Centre

Storage Site

Sub Terminal

Service Centre & Sub Terminal

Broad Gauge

Standard Gauge

Dual Gauge

Narrow Guage

Our Storage Network

Rockhampton

Dalby Tennyson

Summer HillKingsgrove

Tamworth

AlburySydney

MelbourneKensington

BallaratBridgewater

Mile EndAdelaide

North Fremantle

Flour Milling

Maize Milling

Rice Milling

Soya Milling

Industrial Mixing

Industrial & Retail Mixing

Packing

BrisbaneToowoomba

F

F

F

F

F

F

M

F

RF

S

F

F

M

R

S

GrainCorp’s acquisition of Allied Mills has added a truly national character

to the existing unrivalled network of physical grain handling assets.

Allied Mills National Business

Portland Terminal handles products such as wheat, barley, legumes, oilseeds and woodchips.

Chairman’s & Managing Director’s Report

The past year has been an exciting one for GrainCorpwith significant growth in both core operations andrelated functions along the supply chain.

All of GrainCorp’s activity has been focussed on continuing

to mould the Company into a modern, seamless and

integrated operation. This strategy has involved an

acquisition in milling and activity in rail, partnerships in port

operations, capital investment and geographic expansion

into new grain growing areas. Since the last annual report

GrainCorp has:

• Purchased the milling assets of Goodman Fielder in

partnership with Cargill Australia - now known as

‘Allied Mills’.

• Created Bulk Terminals Australia (BTA) in partnership with

Grainco Australia as a joint venture for the operation of

port facilities in Queensland and New South Wales.

• Leased two engines and 40 rail wagons to transport grain

and bulk goods from country receival centres to our port

facilities in Victoria.

• Continued to make strategic investments in capital to

ensure a modern and efficient delivery of services, bringing

capital investment to nearly $300 million since 1996.

• Expanded our grain handling operations into South

Australia with the opening of a grain receival facility at

Naracoorte.

The 2001/02 receival figure of over 12 million tonnes

underpinned an excellent export performance of 6.8 million

tonnes. This allowed us to confirm an after tax full year profit

of $48.6 million. We were pleased to announce a second half

dividend of 44 cents per share which brought the full year

figure to a fully franked 78 cents per share. All shareholders

have been offered the opportunity to participate in the

Company’s re-activated Dividend Re-investment Plan.

Allied Mills - diversification and strength

GrainCorp entered the milling arena through the purchase of

a 60% equity share of Allied Mills. This purchase is a key

plank in GrainCorp’s strategy of increasing diversification,

and enhancing activity along the supply chain.

It resulted from a rigorous assessment of growth

opportunities aimed at increasing and diversifying our

earnings base. Allied Mills also presents a unique

opportunity for GrainCorp to enter into the flour milling

sector as a major player. The investment in Allied Mills

will be earnings per share positive, and will strengthen

GrainCorp’s performance by helping to even out seasonal

variations in future years.

Allied Mills is a national milling company with the largest

single share of the milling market and an impressive list of

customers. It can also look forward to a long-term supply

arrangement with Goodman Fielder Ltd for its Baking and

Consumer Foods divisions.


Tom Keene Managing Director

Ron Greentree Chairman

8 GrainCorp Annual Report 2002

Our partner in the joint venture, Cargill Australia, brings a

wealth of experience in milling operations. Allied Mills builds

on our existing relationship with Cargill Australia in the

operation of grain receival centres at Red Bend and Henty

in New South Wales.

Rail - integration opportunity

The lease of two locomotives and 40 rail wagons heralds

GrainCorp’s entry into another segment of the grain supply

chain.

Transport, particularly by rail, is a critical component of

our operations. This expansion is designed to offer a

competitive, seamless service to customers from grain

accumulation right through to delivery at port.

GrainCorp took delivery of the train on 1 November 2002

which is destined for hauling grain from western Victoria to

our Victorian ports and for the domestic market. This initial

move into rail will provide a solid platform for future

expansion.

Bulk Terminals Australia (BTA) - a bigger footprint inQueensland

GrainCorp’s access to port facilities now extends into

Queensland in the form of Bulk Terminals Australia (BTA).

BTA is a joint venture partnership with Grainco Australia and

commenced operations from 1 November 2002. BTA will

operate Grainco Australia’s existing port facilities in

Brisbane, at Fisherman Islands and Pinkenba, together with

GrainCorp’s facilities at Carrington and Kooragang Island in

Newcastle under a long term licence agreement.

BTA provides both organisations with the ability to cooperate

to build better services at both ports. This will include

sharing of knowledge, skills and intellectual property, as

well as the ability to manage capital more efficiently and

save costs. The partnership represents a ‘common-sense’

utilisation of existing port capacity and capital and will

generate cost savings which improve competitiveness

and can be passed back to customers.

Capital Investment - targeted growth

GrainCorp has invested nearly $300 million over the past six

years to grow and rejuvenate our physical assets in strategic

areas. Investment has been highly selective and targeted

towards ensuring that GrainCorp strengthens its competitive

position by delivering a modern and efficient service.

Capital investment will continue where an appropriate rate of

return can be demonstrated. While competition and capacity

is increasing, so too is the overall market as Australian

growers become more productive in yields per hectare and

the steady increase in hectares planted year on year

continues.

Expansion of Receival Network - extending our reach

This year GrainCorp expanded its receival network into

South Australia with the opening of the facility at Naracoorte.

The receival centre is strategically located to make use of a

least-cost path to haul grain to GrainCorp’s terminal at

Portland in Victoria. Geographic expansion of operations

will assist in managing seasonal variations and increase

receivals overall.

In addition, our Service Centres provide a year round

relationship with customers and reinforce our presence during

harvest. They sell fertiliser, seed, chemicals and provide

information on GrainCorp storage and handling services.

2002/03 - looking forward

Droughts are a regular part of life in the agricultural sector

and have historically been followed by very good harvests.

The current dry conditions have had an undeniable impact

on everyone involved in the grains industry. With receivals

forecast to be well down on last year, this will clearly have

an impact on GrainCorp’s business.

However, the Company enjoys good fundamentals, solid

assets and a strong brand presence in the marketplace.

Variable costs will be adjusted to reflect the needs of the

season.

Financial Summary 2002 2001

$’000 $’000

Storage and handling revenue 275,856 264,564

Marketing revenue 424,150 254,713

Total revenue 700,006 519,277

EBITDA 119,771 115,005

Borrowing costs 10,888 11,884

Depreciation and amortisation 41,091 38,933

Net profit before tax 67,792 64,188

Tax 19,189 19,627

Net profit after tax 48,603 44,561

Earnings per share 121.2 109.4

Dividend per share 78 72


GrainCorp’s strategy of supply chain and geographic

diversification provides a solid foundation for ongoing

growth and future profitability.

GrainCorp will focus on long term sustainable averages

and will continue to build on the successful strategy of

expansion and diversification.

At GrainCorp we recognise that our staff are our key asset.

The Company operates with a focus on developing their

skills and providing opportunities for advancement within

the Company where possible. We have maintained our

commitment to retaining the skills in our permanent staff

despite the reduced harvest.

In the past twelve months we have expanded our network of

grain merchants and continued to modernise and streamline

our corporate structure - importantly, we launched a joint

venture with Cargill that sees our grain accumulation teams

working together to buy grain for GrainCorp, Cargill Australia

and Allied Mills.

GrainCorp is well placed to build on these strengths over the

next twelve months.

We would like to thank our staff once again for their

exceptional contribution in an active and exciting year for

GrainCorp.

While the 2002/03 harvest is a lean one for everyone in the

grains industry, GrainCorp can look forward to emerging as

a stronger and more focussed operation.

Our expansion both geographically and along the supply

chain, combined with the dynamic state of our industry,

promises to vault GrainCorp into a new era of growth in the

coming years.

Ron Greentree Tom KeeneChairman Managing Director

Newcastle Terminal handles products such as wheat, barley, sorghum, chickpeas and cottonseed.


Moree has received a record of 18,000 tonnes in a 24 hour period.


GrainCorp’s structure is based on public ownership and

grower control. Grower control is maintained through a

Foundation Share that confers defined voting rights and is

held by Grain Growers Association Limited. The status of

the Foundation Share is reviewed every five years when all

shareholders are entitled to vote. The next review is at the

2003 Annual General Meeting of GrainCorp.

In 2002 the company undertook a buy back of shares with

a view to optimising the company’s debt/equity mix and

enhancing shareholder value. In total 291,434 shares were

purchased in the buy-back, leaving around 40.1 million

ordinary shares on issue.

The company also re-activated its Dividend Re-investment

Plan (DRP) and all shareholders were invited to participate.

The DRP represents an opportunity to retain capital in the

company and allows shareholders to acquire more shares

without incurring the usual associated costs.

Investor Information

GrainCorp

1 Foundation Share

40.1 million Ordinary Shares

High share price $13.75

Low share price $9.70

Closing share price at 30.09.02 $9.77

Market capitalisation at 30.09.02 $391.5 million

Interim dividend (fully franked) 34 cents

Interim dividends paid $13.7 million

Final dividend (fully franked) 44 cents

Final dividends paid $17.6 million

Basic earnings per ordinary share $1.21

Return on equity (as at balance sheet date) 17%

Increase in shareholders’ funds 5%

Shareholder equity $287.3m

Assets $569.1m

Debt $187.6m

Share Structure

Share Information

95/96 96/97 97/98 98/99 99/00 00/01 01/02

Earnings per Share

0

50

100

150

200

Cen

ts p

er S

hare

8.3m

Ord

inar

y S

hare

s

31.8m O

rdinary S

hares

PublicShareholders

Grain GrowersAssociation


Financial Performance

Five Year Financial History

2002 2001 2000 1999 1998

Tonnages

Receivals (m) 12.0 12.1 8.3 6.7 5.4

Export (m) 6.8 7.2 4.7 3.7 3.7

Revenue

Storage & handling revenue ($m) 265.8 253.9 166.9 121.1 117.4

Marketing revenue ($m) 422.5 253.3 118.1 134.1 53.2

Other revenue ($m) 11.7 12.1 16.3 9.5 10.0

Total operating revenue ($m) 700.0 519.3 301.2 264.6 180.6

Earnings

Profit from ordinary activities before

interest, tax and significant items ($m) 78.7 76.1 71.6 42.2 37.7

Profit from ordinary activities after

tax and before significant items ($m) 48.6 44.6 48.7 29.8 27.9

Significant items after tax ($m) - - - - 7.3

Profit from ordinary activities after

tax and significant items ($m) 48.6 44.6 48.7 29.8 35.2

Earnings per Ordinary Share * (cents) 121.2 109.4 155.6 95.2 112.7

Dividends

Fully franked dividend per Ordinary Share # (cents) 78.0 72.0 79.0 47.6 56.3

Other Information

Number of Ordinary Shares # (m) 40.1 40.2 31.3 31.3 31.2

Ordinary capital ($m) 96.5 99.5 57.7 57.7 57.7

Shareholders’ funds ($m) 287.3 273.3 201.0 177.0 161.7

Return on shareholders’ funds

as at balance date (%) 16.9 16.3 24.2 16.8 21.8

Total assets ($m) 569.1 532.8 335.1 255.1 224.8

Net tangible assets per Ordinary Share ($) 7.0 6.6 6.4 5.7 5.2

Total interest bearing borrowings

less cash on hand/

Total shareholders’ funds (debt to equity) (%) 65.3 66.0 36.3 22.7 4.1

Total liabilities/Total tangible assets (%) 50.2 49.6 40.2 30.6 28.1

Current assets/Current liabilities (%) 106.5 98.5 113.4 83.1 93.5

Notes

*Basic earnings per share

#Adjusted for 3 for 5 bonus issue and 10 for 1 share split


1998 1999 2000 2001 2002

Receivals

Export

Receivals & Exports

Mill

ion

Tonn

es

0

3

6

9

12

15

1998 1999 2000 2001 2002

Dividends Paid

Borrowing Costs

Capital Expenditure

Cash from Operations

Operating Cash Flow

$ M

illio

ns

0

30

60

90

120

150

1998 1999 2000 2001 2002

EBITDA

PAT

EBITDA & PAT

$ M

illio

ns

0

20

40

60

80

100

120

1998 1999 2000 2001 2002

Total Assets

Shareholders' Equity

Total Debt

Assets, Equity & Debt

$ M

illio

ns

0

100

200

300

400

500

600

Receival tonnes have increased by 122% over

the past five years. Exports tonnes have

increased by 84% over the same period.

Operating cashflow has increased by 40% from

$65.4 million to $91.3 million over the past five

years. Significant surplus cashflow available for

servicing debt, rewarding shareholders and

continued infrastructure and other investment

activities.

EBITDA has increased 113% from $58.7 million to

$119.8 million over the past five years. Profit margins

per tonne of grain handled have been maintained.

Shareholders’ equity increased from $161.7 million

to $287.3 million over the past five years. Net debt

to equity at a moderate 65%.


Key Business Areas

Strategies

Achievements

Outlook

• To operate a competitive storage and handlingnetwork

• Optimise the silo network through targeted capitalinvestment

• Maintain low operating base

• Seek opportunities for further integration ofaccumulation, storage and transport

• Host an open market place at GrainCorp silos to add value for customers

• 12 million tonnes of grain received with increasedefficiency

• 6.8 million tonnes exported through GrainCorpterminals

• Maintained low cost base with 9 million tonnes of permanent storage

• Capital works program lifted efficiency andcapacity

• Over 1 million tonnes of grain moved onGrainCorp operated trains

• Greater efficiencies generated with integration ofsupply chain activities

• Continued targeted capital investment at key sites

• Improved customer service through additionalsegregations, sealing, elevator speed and out-loading efficiency

• Increased handling of non-grain bulk commodities

• To provide a highly efficient supply chain for bothdomestic and export clients

• Develop and implement risk managementstrategies for producer and end clients

• Generate leverage for other services provided by GrainCorp

• Seasonal conditions will result in lower tradingturnover

• Volatility in domestic and export markets resultingfrom drought (in Australia and North America)

• Continued development of the supply chain todomestic and export clients

• Develop further contracting alternatives betterable to accommodate seasonal variability

• To secure grain ownership and capture valuethroughout the supply chain

Goals

Storage & Handling Grain Marketing

• Increased profit

• Improved trading margins

• Trading turnover continues to grow

• New marketing alternatives launched

• Popularity of GrainCorp Pools resulted in record volumes and revenue

• Completed the export of several bulk exportshipments

• Strengthened GrainCorp presence in WesternAustralia

• Managed Marketing Program (MMP) developedand added to range of contracting optionsavailable to grain growers


Strategies

Achievements

Outlook

Goals

• Provide a clearly defined range of productioninput solutions to producer customers

• Linkage of core business activities of grainaccumulation and handling

• Service Centres will underpin GrainCorp’s year-round business relationship with producers

• Continue to build product and service base

• Continued expansion of Service Centre network

• To supply a range of products and services tograin producers to enhance mutual benefitthroughout the production cycle

Merchandising

• Promotion of service culture across the Company

• Centres opened in West Wyalong and Coonamble

• Continued to expand whole business - seasonalfinance, seed, fertilisers, agricultural-chemicals

• Promotion of GrainCorp farming inputs throughbranded fertiliser

• Continued growth of core products in seed andfertiliser

• Demonstrate a rail commitment to grain haulageover branch and main line networks

• Provide greater reliability and customer service to growers and end user customers as a fullyaccredited rail operator

• Develop a consistent and reliable approach to railsafety, scheduling, handling and on time deliveryof grain

• Seek freight rate opportunities at GrainCorp sites

• Further develop rail service opportunities togrowers and end users in the deregulated grainmarkets of New South Wales and Victoria

• Encourage increased rail competition to forcefurther efficiencies in the grain supply chain

• Ensure continued strategic investment in rail tosupport branch line operations

• To operate competitive transport, specifically railservice, using State open access arrangementsto add value throughout the grain supply chainto the benefit of growers and shareholders

Transport

• Achieved rail accreditation in New South Wales,Victoria, South Australia and Queensland

• Introduction of a single grain train to facilitategrain supply chain efficiencies in three states

• Demonstrated rail safety performance to theAustralian rail standards

• Provided a total logistics package from farm toexport terminals and local user customers


Storage and HandlingStorage and handling remains the core business for

GrainCorp. Our unmatched physical assets and expansive

network continue to provide a strong competitive advantage.

GrainCorp has invested nearly $300 million in strategically

important areas over the past six years to ensure our assets

provide a modern and efficient service.

Highlights

12 million tonne receival and 6.8 million tonne export figure

A 12 million tonne receival figure from last harvest resulted in

exports of 6.8 million tonnes of grain which underpinned

GrainCorp’s performance. GrainCorp’s network of

permanent grain storage facilities which can conduct

outloading in all weather types assisted in ensuring export

schedules were met.

Port terminals

GrainCorp’s four seaboard terminals at Newcastle, Port

Kembla, Geelong and Portland saw 7.9 million tonnes of

throughput (including woodchips) over the past year. This

marks a drop of 0.5 million tonnes from the previous year

however shipments of rice, pulses, oats and maize are

continuing to increase and exports of woodchips remains

over one million tonnes per annum. Commodities shipped

included wheat, barley, canola, sorghum, maize, chickpeas,

lupins, beans, paddy rice, rice, legumes, peas, lentils and

woodchips.

The biggest monthly shipment for all four ports combined

was in January 2002 with a total of 879,094 tonnes

(including 118,000 tonnes of woodchips).

The average country outloading per month to export ports

was 571,000 tonnes (loaded in country onto rail). The largest

was 685,000 tonnes.

Expenditure of over $40 million in upgrading facilities

GrainCorp continues to improve its storage facilities to

provide better service to both grower and end user

customers. Over $40 million has been spent across the

network to ensure site turn around times remain competitive

for the in-loading of grain from growers and the out-loading

of grain to end users via rail.

Naracoorte Grain Receival Facility opened

The facility, which boasts four 20,000 tonne bunkers at an

investment of $3.35 million, opened for operation in the

2002/2003 harvest. Efficiencies will be captured by the site

through the transport of grain, via the least cost path, from

Naracoorte to GrainCorp’s Port of Portland Terminal in Victoria.

This adds to the strategy of geographic expansion designed to

minimise exposure to unfavourable weather patterns.

Kooragang Agri-Food Terminal

GrainCorp invested $10 million jointly with P&O Ports to

develop an integrated agri-food storage and loading facility

at Kooragang Island. The terminal allows agri-food products

to be loaded directly from storage onto berthed vessels

delivering substantial cost savings.

It is designed to load bulk agricultural products such as

cottonseed, cottonseed meal, peas and beans and other bulk

non-wheat grains. It may also be used for non-agricultural

exports such as mineral sands and fertilisers. The multi-

purpose storage facility has a combined capacity of 30,000

tonnes. The facility will also handle imported agri-food

products, for example soya bean meal and palm kernel meal.

Bulk Terminals Australia (BTA)

BTA will operate Grainco Australia’s existing port facilities in

Brisbane, at Fisherman Islands and Pinkenba and

GrainCorp’s facilities in Newcastle at Carrington and

Kooragang Island.

The joint venture will lead to better utilisation of existing

terminal capacity while avoiding duplication of capital

investment. GrainCorp and Grainco Australia will continue

to compete for product with each other and with other

companies along the supply chain.

Review of Operations

Total for year Largest ShipmentGrain Woodchips

‘000 tonnes Tonnes

Newcastle 1,780 N/A 56,020Port Kembla 2,300 N/A 70,744Geelong 1,780 533 52,500Portland 973 469 61,500


Warehousing

Tonnes delivered into GrainCorp’s warehousing service have

increased on the last reporting period. 31.9% of total

GrainCorp receivals were warehoused in the 2000/01

harvest compared with 38.8% during the 2001/02 harvest.

Warehousing provides growers with the opportunity to sell

their grain after carefully reviewing what can be complex

pricing structures for grain.

E-commerce

In an industry first, GrainCorp provided e-commerce

solutions to growers for the transfer of warehoused grain to

pool or contract. The service has proven popular with uptake

stronger than predicted at approximately 2,000 registrations.

Junee Sub Terminal services one of Australia’s prime grain growing regions with 150,200 tonnes of permanent storage and 170,000 of bunker storage.


Grain MarketingGrainCorp’s trading division has expanded steadily since

its creation in 1995. Marketing of grain complements our

storage and handling business and provides further

competition in the marketplace. It is an important element

in the provision of an integrated suite of services for

GrainCorp’s customers.

Highlights

Large volumes traded

Over the past 12 months GrainCorp Marketing has produced

large trading volumes and further increased sales turnover.

Overseas client relationships have advanced with the

completion of several export shipments.

GrainCorp’s unmatched network provides the flexibility that

allows customers access to grain from a range of locations

and at a variety of grades. This network also offers a

solutions orientated approach to growers combined with

fast and responsive service.

One of the key benefits of GrainCorp Marketing is that

international customers are provided with a gateway to

Australian grain producers, accessing an integrated, efficient

supply chain.

Growers can be certain that they are selling their grain to

someone who will be dealing with the end customer, and

customers know they are buying their grain from someone

who deals directly with the grower. This direct link helps to

ensure premium quality and cost efficiency.

Suite of marketing products expanded

GrainCorp Marketing provides simple, transparent, cost

effective and well managed Pool products.

This year, the first Malt Barley Pool was offered in Victoria

along with the successful completion of GrainCorp’s first

Pre-harvest Pool. The Marketing Division also launched a

new contracting alternative known as a Managed Marketing

Program (MMP). The MMP focuses on price management,

not prediction and uses tools to manage associated risk.

Network extended

Seven fully trained Grain Merchants were added to the

GrainCorp network this year. They bring new skills and

provide customer focused support to our growing client base.

During the first year of full operation, Burren Junction’s Service Centre distributed 9,950 tonnes of fertiliser.


MerchandisingService centres provide year round contact with grower

customers, promote a holistic package of GrainCorp services

and attract grain to our storage facilities. They are an

important component in our strategy of diversification and

expansion designed to cement our presence in grain growing

areas. Volumes of products sold have continued to increase.

Highlights

Infrastructure

GrainCorp’s multi-million dollar investment in infrastructure

for the handling of farm inputs through the country storage

network allows quick supply during peak demand periods.

This network offers greater flexibility to customers, allowing

them to get what they demand, when they need it and

where they require it.

‘Real time’ based accounting system

The implementation of a corporate resource system was

undertaken throughout the Service Centre network.

This system is an online ‘real time’ Service Centre based

accounting system that allows all customers immediate

access to account information.

Employee development

A large number of GrainCorp employees started their

careers in the Merchandising Division and have progressed

within the Company throughout various areas. This

demonstrates our commitment to staff and the opportunity

for their career development.

SunPrime Seeds

GrainCorp is continuing its joint investment with the Grains

Research & Development Corporation and The University of

Sydney to promote innovation through new wheat varieties

from SunPrime Seeds Pty Ltd.

TransportGreater participation in grain transport logistics is a key

element in GrainCorp’s competitive positioning. Our strategy of

diversification and expansion will be significantly enhanced

through the realisation of seamless integration from country

storage to port.

Highlights

Geelong balloon loop

A dual gauge rail loop connection to GrainCorp’s terminal at

Port of Geelong has recently been completed. This is the only

port in Victoria where this is available, offering significant

operational savings.

This dual gauge rail loop paves the way for a flow of grain

from the standardised rail networks in the western areas of

Victoria and the southern areas of NSW. GrainCorp’s end user

and grower customers will benefit through a least cost path

from farm to port. Efficiencies will be realised through time

saved in unloading trains that do not require shunting.

Investment in rolling stock

GrainCorp has opened a new chapter in the grain supply

chain. On 1 November 2002, the Company took delivery of

two locomotives and 40 wagons. This dynamic expansion is

designed to offer a competitive, improved service in hauling

grain to port. Train crews have been hired for the operation of

the rolling stock.

The intended primary geographic area of operation for the

train is in western Victoria, comprising two branch lines

managed by Freight Australia and one mainline managed by

the Australian Rail Transport Corporation.

Accredited rail operator

In the past 12 months GrainCorp received rail operator

accreditation in the States of South Australia, Victoria, New

South Wales and Queensland. Gaining this accreditation

removes an important hurdle in commencing intended rail

operations and will open opportunities to haul grain in the

areas where larger parcels can be located. This strategy will

auger well in a harvest where tonnes will be well down on

historical averages.

Road transport

GrainCorp makes substantial use of road transport for hauling

of grain where the use of rail is not appropriate. Services such

as on farm pick-up have proven valuable in providing an

added level of service to grower customers and securing their

business. GrainCorp plans to develop road transport into a

separate focussed operating division of the Company.


Technical ServicesQuality of grain is a critical issue for end user customers and for

growers. GrainCorp continues to invest in the latest and most

reliable equipment to ensure we can provide the best service

offered in the market.

Highlights

Operational efficiencies realised

The Technical Services laboratories at Gilgandra and Parkes

have been integrated into the one laboratory at Parkes. This has

allowed greater utilisation of existing capital resources and has

generated considerable operational efficiencies.

Integration of quality standards

Technical Services have played a critical role in the creation of

national barley receival standards which now apply to deliveries

in all the eastern states of Australia. The benefits of these

national standards flow to both customers in export markets

and to growers. Export customers are able to determine the true

quality of barley more accurately and growers can now find it

easier to discern differences in prices from which to base

marketing decisions.

Improvements in grain testing accuracy

A further significant investment was made to purchase 18 Near

Infra Red (NIR) Whole Grain Analysers allowing coverage by this

type of equipment at almost all sites across the GrainCorp

network. On-site testing of oil content and impurities in canola

has expanded to six sites in New South Wales in addition to the

100 per cent coverage already existing in Victoria.

The benefits of more accurate testing are passed onto growers

through the receipt of payments which reflect the true quality of

the grain. This enables growers to make canola marketing

decisions at the site based on immediate knowledge of

moisture, oil and impurities.

A new laboratory at Geelong Terminal

A new quality testing laboratory at Geelong Terminal was

completed and features automatic sample delivery of both rail

and shipping samples directly into the laboratory testing area.

This state-of-the-art facility will ensure compliance with out-turn

specifications for all customers utilising this seaboard terminal.

Information ServicesInformation Services is focussed on providing effective and

valued solutions to improve business practices by delivering

quality products and quantifiable business services.

Highlights

Web functionality

Existing internal applications have been leveraged to

deploy GrainCorp’s stock systems to external customers

over the past twelve months. Through the redeployment

of established technologies, projects undertaken by the

Information Services Department are now being delivered

to market faster.

Further integration of the corporate resource systems

GrainCorp has integrated its Service Centres across the

network into the enterprise resource planning system. This

means online invoicing, real time stock control and visibility

of merchandise across the entire GrainCorp network are

now available.

Upgrade of Port Kembla process control

GrainCorp’s Information Services played an integral role in

the research and development of a process control system

which integrates the stock system with the process controls

at the Port Kembla terminal. A roll-out of this ‘turn-key’

system is planned across all terminals.

Implementation of second phase of Microsoftinfrastructure

The business has entered its second phase in the adoption

of Microsoft technologies. This phase is designed to provide

improved security and ‘fail over’ capabilities for GrainCorp’s

central stock system. GrainCorp will benefit from an

improved ability to provide its customers true online services

around the clock.

Buyer to buyer services

Twelve of the key stock reports/inquiries along with buyer

transfers have been deployed through online services. These

services provide buyers with up to date information and

transaction capabilities. This initiative is in line with the

strategic direction of improving efficiencies and lowering

costs to the core business.

The operators at Temora Sub Terminal, which has 136,100 tonnes of permanent storage, are capable of outloading in excess of 2,000 tonnes per hour.


Employee RelationsHuman Resources commenced a comprehensive strategy

that includes a continued focus on building the capabilities

of our people to deliver on GrainCorp’s business strategy,

more rigorous and effective performance management

processes at all levels and more effective communication

and consultation with staff.

Highlights

Training and development

Another 10 trainees graduated from GrainCorp’s traineeship

program this year, all taking up positions within the

Company. Another 11 trainees were recruited this year and

can expect to complete their traineeship in 2004.

The Company has continued to provide training to its

existing Bulk Grain Workers providing nationally recognised

formal qualifications to a number of staff.

GrainCorp also introduced the Frontline Management

Initiative for line supervisors and managers in 2002.

23 supervisors and line managers will participate in the

program over the next 12 months. Participants graduate

from the program with a Certificate IV in Business (Frontline

Management).

Occupational health and safety

GrainCorp maintains a comprehensive Occupational Health

and Safety system. The Company is pleased to report a

marked improvement in injury and illness statistics over the

past 12 months due to enhancements of existing and

development of new innovative systems.

Commitment to OH&S begins with the Board and Executive

OH&S committees extending to many regionally based

committees. This ensures a fair representation of employees,

contractors and management, consult to make decisions

affecting the health and well-being of everyone at or around

GrainCorp sites.

A commitment to training all staff in sound OH&S

procedures has ensured a greater awareness and ability

to recognise and manage risk at the workplace.

The continued adoption of new and innovative OH&S

systems will ensure GrainCorp meets and exceeds

legislative and best practice standards in the future.

Industrial relations

During the year, a review of industrial relations in our

operational areas commenced. The review of our seaboard

terminals has been completed and produced a number

of efficiencies. These included right–sizing of the award

workforce at Geelong and Sunshine and a reduction in

staffing levels on a number of specific functions at

Newcastle.

The GrainCorp Foundation has just completed its second

round of funding for 2002, its fourth round since its

inception, with each round attracting interest from more

community-based projects.

The Foundation was established as an initiative of the

GrainCorp Board, with the mission to represent the

Company’s social responsibility to the communities in which

GrainCorp staff, shareholders and customers live and work.

Due to the provision that the GrainCorp Foundation would

receive 1% of GrainCorp’s after tax profits, the Foundation

was able to contribute over $480,000 to these communities

in 2002, via an assortment of worthwhile ventures. These

have included such projects as the supply of new equipment

to the Warracknabeal Youth Drop-In Centre, the provision of

two new Alpha helmets for Careflight and the purchase of

new play equipment for the children at the Junee Preschool.

The GrainCorp Foundation is continuing its support of the

Loddon Murray Community Leadership Program, the

University of New South Wales and the Country Education

Foundation, which is being implemented across regional and

rural Victoria and New South Wales.

Supporting Our Communities


The Executive and Senior Management teams are focussed on

growing business solutions for GrainCorp customers and

shareholders. Over the past year, the Executive reviewed business

performance and developed strategies that provide continued

business growth and position the Company for the future.

Executive Management

The GrainCorp Foundation donated $50,000 to Telstra Childflight which transports critically ill children from rural areas.

Tom Keene Managing Director


Ron Greentree Chairman

Allan McCallumDeputy Chairman

Graham Barron Nick Burton Taylor

R.L. (Ron) Greentree (Chairman)

Grower from Merrywinebone, NSW. Principal of an

agricultural machinery business and Director of BRI Australia

Ltd. Chairman of Vicgrain Limited and Victorian Grain

Services Limited. Chairman of the Remuneration and

member of the Capital Works Review and Equity

Committees.

A.D. (Allan) McCallum (Deputy Chairman) Dip Ag.Sc

Grower from Kerang, Victoria. Director of Vicgrain Limited

and Victorian Grain Services Limited. Deputy Chairman of

Pivot Limited, Chairman of Nugrain Pty Limited, Chairman of

Farm Horizons Limited and President of Australian Oilseeds

Federation. Chairman of the Capital Works Review and

Occupational Health, Safety and Environment Committees.

T.B. (Tom) Keene (Managing Director) B.Ec, MAICD

Managing Director of GrainCorp Group and member

of the Risk Management Committee. Chairman of Allied

Mills Australia Pty Limited.

The GrainCorp Board of 11 Directors is made up of six Grain

Growers Association Directors (one of whom must be the

Chairman of GrainCorp), four Directors elected by ordinary

shareholders and the Managing Director.

W.G. (Graham) Barron

Grower from Ungarie, NSW. Chairman of the Risk

Management Committee and member of the Capital Works

Review Committee.

N. (Nick) Burton Taylor AM B.Ec, ASIA, FCA, FAICD

Grower from Boorowa, NSW. Principal Hillgrove Pastoral

Company. Director of Rural Press Limited, Bankstown

Airport Limited, Heggies Bulk Haul Limited and The

Australian Agricultural Company Limited. Member Public

Transport Union (Loco Division). Chairman of the Audit

Committee, the GrainCorp Foundation and member of the

Remuneration Committee.

R.R. (Ross) Flanery

Grower from Harden, NSW. Commercial interests in forestry

and hydro-electric power. Chairman of the Equity Committee

and member of the Capital Works Review Committee.

Board of Directors


Ross Flanery Rick Freeman David Groves DonaldMcGauchie

Julian Menegazzo David Trebeck

R.G. (Rick) Freeman

Grower from Edgeroi, NSW. Company principal of Norseman

Machinery Imports Pty Limited. Member of the Capital

Works Review Committee. Director of GrainCorp

Superannuation Pty Limited.

D. (David) Groves B.Com, M.Com, CA

Chartered Accountant and Company Director. Director of

Masling Industries Pty Limited and Equity Trustees Limited.

Active in the management of companies involved in

viticulture and investment. Member of the Equity, Risk

Management and Remuneration Committees.

D.G. (Donald) McGauchie

Grower from Prairie, Victoria. Director of Reserve Bank of

Australia, Director of Telstra Corporation Limited, Ridley

Corporation Limited, National Foods Limited and Deputy

Chairman of Australian Wool Testing Authority Limited.

Member of the Equity and Remuneration Committees.

J.A. (Julian) Menegazzo B.Sc

Grower from Balliang, Victoria. Active in horticulture

marketing business. Member of the Audit Committee and

GrainCorp Foundation.

D.B. (David) Trebeck B.Sc.Agr (Hons), M.Ec.

Consultant, Grower and Company Director from Canberra,

ACT. Executive Chairman of ACII Tasman Pty Limited.

Director of Incitec Limited, National Grazing Services Pty

Limited. Member of Audit Committee and OH&S Committee.


Corporate Governance Statement

This statement outlines the principal corporate governance

practices that were followed by the company throughout the

2001/2002 financial year.

Role of ShareholdersThe shareholders of GrainCorp Limited play an important

role in corporate governance by virtue of their responsibility

for voting for the appointment of Directors. The Foundation

shareholder, Grain Growers Association Limited, who

represents 14,000 grain growers is consulted on a regular

basis on the strategic direction and performance of the

Company.

The Board ensures that shareholders are kept fully informed

on developments affecting the company through:

• The annual and interim results which are released through

reports, newsletters and presentations;

• Compliance with Australian Stock Exchange’s continuous

disclosure listing rules;

• The annual general meeting and other meetings called to

obtain approval for board action.

Board of DirectorsThe GrainCorp Board is accountable to shareholders for the

business and affairs of the group and it sets the framework

for the Company’s long term success. It approves the

Company’s goals, direction, long term strategic plans and

provides overall policy guidance. The Board ensures that

appropriate policies and procedures for the management of

business and financial risks and associated internal controls

are in place and monitors environmental and safety

performance. It also monitors compliance with laws and

ethical behaviour.

Size and Composition of the Board

There are currently 11 directors on the Board - 10 non-

executive directors, including the Chairman, and one

executive director, being the Managing Director.

Non-executive directors comprise up to six “group”

directors, whom are all the directors of Grain Growers

Association Limited (“GGA”) and up to four “elected”

directors whom are subject to re-election by rotation at the

Company’s annual general meeting. Group directors must be

members of GGA and there must be two directors appointed

from each of three geographical zones across New South

Wales/Victoria. In subsequent years, Group directors are

subject to re-election by rotation at GGA’s annual general

meetings. The Chairman is elected by the group directors.

Details of experience and qualifications are set out on page

35 of this annual report. The performance of each non-

executive director is reviewed by the Chairman, The

Chairman’s performance is reviewed by the full Board. An

independent external consultant is retained to assist the

Chairman and Directors in this review process.

The Managing Director automatically relinquishes his

position on the Board in the event that his executive position

with the Company ceases.

The Work of Directors

In addition to the preparation for and attendance at Board

and committee meetings, non-executive directors visit

operational sites and are involved in local and national

industry matters. Business planning meetings, attendance

at conferences and other industry occasions also require

involvement of directors.

The Board reviews the objectives and performance of

GrainCorp Group alliances and joint ventures. The Board

considers it appropriate that for good corporate governance

practice non-executive directors will not sit on joint venture

or alliance Boards.

Directors have access to the Company’s solicitors and

auditors at the Company’s expense should they wish to seek

advice on matters relating to their duties as directors of the

Company, after first notifying the Board or Chairman of the

Board.

Each Director is covered by relevant company insurance

policies and enters into a Deed of Indemnity with the Group.


Condobolin is one of the biggest receival sites in NSW with a storage capacity of approximately 348,000 tonnes.


Emoluments of Board Members

The Board recommends to shareholders, from time to time,

a quantum of total directors fees. Non-executive annual

Directors Fees are established based on independent advice.

With the exception of the Chairman and Deputy Chairman,

additional yearly fees are paid to directors who are members

of committees. The Annual General Meeting of shareholders

in 2001 approved a total non-executive director remuneration

pool of up to $1million annually for a three year period.

In addition to reimbursement of expenses, any allowance

paid to directors is in line with rates prescribed for members

of the Senior Executive Service, Australian Public Service.

Details of current remuneration and meeting attendance can

be found on pages 36 and 38.

Retiring non-executive Directors are entitled to an allowance

up to a maximum of their last three years remuneration after

nine years service (pro-rata for a lesser period with a

minimum of three years).

Board and Committee Agendas

The Chairman and Managing Director establish the agendas

for Board meetings, although directors have the right to add

items for directors’ consideration. Each committee chairman

decides the length and frequency of committee meetings in

consultation with committee members and consults with

management on preparation of agendas. Senior executives

attend Board and committee meetings when relevant

matters are under consideration. Committee chairmen report

the work of their committee to the Board on a regular basis.

Board CommitteesThe Board has established seven committees to increase its

efficiency and effectiveness. Each committee has a formal

charter approved by the Board.

Board Audit Committee (BAC)

The BAC Committee comprises three non-executive

directors. Meetings are held at least four times a year.

The committee ensures that the financial statements are

prepared in accordance with appropriate standards and

statutory requirements and reviews all matters raised by

the internal and external auditors, risks associated with the

business and reports to the Board on any material item.

It develops audit policy and monitors audit functions within

the companies. The BAC has, during the year, reviewed and

approved an Internal Business Audit Plan incorporating a

comprehensive business review process in respect of

internal audit management functions. The committee will

also review any material changes in accounting policy.

The Committee reports to the Board after each meeting.

Management, internal and external auditors are invited to

attend BAC meetings to ensure that adequate controls and

practices are maintained throughout the Group. The BAC

reviews progress in and reports arising from the Internal

Business Audit Plan as well as specific issues or matters

which may arise from the internal and external audit

process. The external auditors will have direct access on a

regular basis to the BAC without management involvement.

In addition it has oversight of financial investments.

GrainCorp seeks to minimise the risk that arises through

the Company’s activities in financial risk management.

External auditors are appointed for a term of three years

and are not automatically reinstated. The committee plays

an active role in reviewing the adequacy of the existing

arrangements, and is responsible for ensuring that the

auditors have the necessary qualifications and skills and

that the scope and quality of their audit is appropriate.

The committee makes recommendations to the Board in

relation to the appointment of external auditors. An Auditor

Independence Policy has been adopted which sets out

the key principles to be followed by the Audit firm in its

relationship with the Company. The BAC will conduct a

formal assessment of external auditor performance each

year and report the outcome to the Board.

The Committee reviews disclosure practices of the Company

to shareholders and relevant external agencies.

Risk Management Committee

The Company’s Risk Management Committee (“RMC”)

specifically develops and oversees policy for all risk

associated with grain marketing, merchandising and other

areas of operations. The policies specify trading limits,

approved risk management tools, credit management and


delegations for authorising transactions and segregation of

duties. The committee comprises two non-executive

directors, the Managing Director, the Chief Operating Officer

and one external appointment.

Equity Committee

The Equity Committee comprises four non-executive

directors and is responsible for recommending to the Board

matters pertaining to shareholders’ interest and the capital

structure of the company.

Capital Works Review Committee

The Capital Works Review Committee consists of four non-

executive directors and the Chief Operating Officer. The

purpose of this committee is to review strategic operational

issues, including utilisation of storage, future requirements,

harvest performance, service standards and overview of

capital expenditure. The committee recommends to the

Board policy on disposal, leasing and the Company’s long

term operational needs.

Remuneration and Appointments Committee

The Remuneration and Appointments Committee comprises

four non-executive directors. The principal role of the

committee is to maintain a remuneration policy which

ensures the remuneration package of senior executives

properly reflects their duties and responsibilities. This

includes ensuring that remuneration is competitive in

attracting, retaining and motivating people of the highest

quality and aligns the interests of senior management with

shareholders.

The committee reviews and recommends to the Board, after

reference to performance and published remuneration

surveys and market information, the remuneration of the

Managing Director and other senior executives.

The committee also reviews the non-executive directors’

remuneration arrangements and details are then submitted

to the Board for their review and subsequently to a general

meeting of GrainCorp Limited for approval by shareholders.

In determining the level of fees, survey data on fees paid by

comparable companies is considered together with changes

in the level of responsibilities.

The committee sets, reviews and monitors policy on all staff

remuneration and other conditions of employment. The

committee monitors a management succession plan.

Occupational Health, Safety and EnvironmentCommittee

The OHS and E Committee is comprised of one non-

executive Director, Chief Operating Officer, Company

Secretary and Risk and Safety Manager. The principal role

of the Committee is to review and recommend to the Board

proactive strategies for providing a safe and healthy

workplace for all employees, growers, customers,

contractors and local communities.

A monthly reporting system for compliance and

performance against agreed performance objectives is

reviewed by the Board.

Foundation Committee

The Foundation committee will comprise seven members

two of whom will be non-executive directors, one employee

and four community representatives (selected by the

GrainCorp Board).

The aim of the GrainCorp Foundation is to represent the

Company’s social responsibility to the communities -

particularly rural and regional - in which GrainCorp staff,

shareholders and customers live and work.

The GrainCorp Foundation seeks to create and support

opportunities that build on the initiative and potential of rural

people in developing and growing communities in which

GrainCorp operates. GrainCorp allocate 1% of after tax

profits annually to sponsorship activities. The primary

objective is to provide financial support, in an objective and

programmed fashion, to the rural communities in which

GrainCorp is based.


Policies and Procedures

Health and Safety

GrainCorp is committed to ensuring compliance with

relevant health, safety and environmental legislation. The

Board requires a best practice approach in these areas and

has implemented appropriate management objectives and

structures and a regular reporting process to ensure that this

objective is achieved. GrainCorp’s health, safety and

environmental policies are under continuous review and are

updated when required. In general terms, GrainCorp’s

policies are designed to eliminate injury to people and to

minimise loss or damage to product stored and handled

on behalf of customers.

Trading of GrainCorp Shares

The following policy applies for the trading of GrainCorp

shares by directors and employees.

That buying or selling of GrainCorp Limited shares by

directors, officers, all staff agreement employees,

contractors located at any of the company’s offices, users of

the general ledger financial systems and related parties, who

are aware of price sensitive information not available to the

market, be restricted to the following time periods:

(i) Six weeks commencing 48 hours from the date of

lodgement of the half yearly accounts of GrainCorp

Limited with ASIC and the ASX.

(ii) Six weeks commencing 48 hours from the date of

lodgement of the preliminary final report of GrainCorp

Limited with the ASX.

(iii) Four weeks commencing 48 hours from the date of the

Annual General Meeting of the Company.

These trading windows are open subject to an individual not

being in possession of market-sensitive information.

Each Director has entered into an agreement “Director and

disclosure of interests and transactions in Securities” with

GrainCorp Limited in accordance with ASX Listing Rules.

Ethical Standards

All directors and employees are expected to act with the

utmost integrity and objectivity, striving at all times to

enhance the reputation and performance of the Company.

The Company has implemented a Code of Conduct and

Diversity and Equity Policy for all directors and employees.

Membership of appropriate professional bodies is

encouraged.

Continuous Disclosure

As a guiding principal GrainCorp must ensure it does not

communicate material price or value sensitive information

to an external party except where that information has

previously been disclosed to the market generally. The

Company has adopted a continuous disclosure policy

and financial markets communication policy to ensure

compliance with disclosure obligations.

Related Party Transactions

Transactions by directors for storage, handling, testing,

seed, sales and purchases of grain are undertaken on terms

no more favourable than available to other customers and

apart from standard business transactions are reviewed

and approved by the Chairman of the Audit Committee in

accordance with the corporate governance policy of the

Company.


Contents

Directors’ Report 32

Consolidated Statement of Financial Performance 40

Discussion & Analysis of

Consolidated Statement of Financial Performance 41

Consolidated Statement of Financial Position 42


Consolidated Statement of Financial Position 43

Consolidated Statement of Cash Flows 44


Consolidated Statement of Cash Flows 45

Notes to the Consolidated Financial Statements 46

Directors’ Declaration 55

Independent Audit Report 56

Shareholder Information 57

for the year ended 30 September 2002 GrainCorp Limited and Controlled Entities

2002 Concise Report


GrainCorp Limited and Controlled Entities

Directors’ Report

The directors present their report on the consolidated entity

consisting of GrainCorp Limited and the entities it controlled

at the end of, or during, the year ended 30 September 2002.

Directors

The following persons are directors of GrainCorp Limited at

the date of this report:

R.L. Greentree (Chairman)

A.D. McCallum (Deputy Chairman)

T.B. Keene (Managing Director)

W.G. Barron

N. Burton Taylor AM

R.R. Flanery

R.G. Freeman

D. Groves

D.G. McGauchie

J.A. Menegazzo

D.B. Trebeck (Appointed 27 February 2002)

Mr P.B. Wade was a director from the beginning of the

financial year until his retirement on 27 February 2002.

Mr D.B. Trebeck was appointed as a director at the

Annual General Meeting on 27 February 2002.

Principal Activities

The nature and scope of the main activities undertaken by

the consolidated entity during the year were the provision of

services to the grain industry including:

• Receival, handling, storage and transportation of grain and

other bulk commodities as an agent for marketing

organisations, end users and growers;

• Marketing of grain and agricultural supplies and the

operation of grain pools;

• Provision of agronomic services and farm input products.

Review of Operations

The consolidated entity recorded a profit after tax of

$48.6 million (EBITDA $119.8 million) for the financial year

compared with $44.6 million (EBITDA $115.0 million) for the

previous year. Despite lower receivals and exports, profit

after tax increased by $4 million primarily due to operational

efficiencies and synergies from the successful merger with

Victorian Grain Services Limited.

A more detailed review of the operations during the financial

year and the results of those operations appear elsewhere in

the Annual Report.

Significant Changes in State of Affairs

Share Buy Back

GrainCorp Limited (GrainCorp) commenced an on-market

buy back of ordinary shares on 3 October 2000 for the

period to 31 July 2002. The maximum number of shares that

could be acquired was 4.1 million, per annum. The number

of shares purchased in the year to 30 September 2002 was

291,434 shares bringing the overall total purchased to

1,355,452 shares.

Other than the above, there were no significant changes in the

consolidated entity’s state of affairs during the year in review.

Dividends

The following dividends have been paid or declared for payment to members:

Date Rate Amount(Cents) $’000

Paid 21 December 2001 - Final for 2001 29.0 11,655

Paid 28 June 2002 - Interim for 2002 34.0 13,713

Declared for payment on 6 January 2003 - Final for 2002 44.0 17,632



Directors’ Report

Matters Subsequent to the End of the Financial Year

Allied Mills

GrainCorp and Cargill Australia Ltd (Cargill), a fully owned

subsidiary of international agribusiness company, Cargill

Incorporated, have bought the milling and mixing business

from Goodman Fielder Ltd. The acquisition is a joint venture

between GrainCorp and Cargill and will trade as Allied Mills.

The business was acquired on 4 October 2002 for

approximately $200 million, and GrainCorp has a 60%

ownership interest. All necessary regulatory approvals have

been obtained by both companies.

Bulk Terminals Australia

On 1 November 2002, GrainCorp joined with Grainco

Australia Ltd (Grainco) to form a new joint venture company

called Bulk Terminals Australia (BTA) which will operate their

respective Newcastle and Brisbane terminals.

BTA, in which GrainCorp and Grainco maintain an equal

shareholding, will operate GrainCorp’s existing port facilities at

Carrington and Kooragang Island in Newcastle and Grainco’s

facilities at Fisherman Islands and Pinkenba in Brisbane.

Tax Consolidation

The first two tranches of the tax consolidation legislation

became substantively enacted on 21 October 2002 when

the New Business Tax System (Consolidation, Value Shifting,

Demergers and Other Measures) Bill 2002 was passed by

the Senate. GrainCorp intends to adopt the legislation in the

next financial year.

The financial effect of the legislation has not been

recognised in this financial report in accordance with UIG

39 Effect of Proposed Tax Consolidation Legislation on

Deferred Tax Balances. It is not possible to disclose the

effect of the legislation in this financial report as it cannot

yet be reliably estimated.

Drought

Due to current drought conditions in most of New South Wales

and Victoria, receivals will be significantly lower in the next

financial year. However, cost management measures have

been implemented to lessen the impact on next years results.

Other

Other than reported elsewhere in the Annual Report, no

other matter or circumstance has arisen since 30 September

2002 which has significantly affected or may significantly

affect:

(a) the consolidated entity’s operations in future financial

years; or

(b) the results of those operations in future financial years; or

(c) the consolidated entity’s state of affairs in future financial

years.

Likely Developments

All information on future likely developments is contained

elsewhere in the Annual Report. The directors believe that

additional information as to likely developments in the

operations of the consolidated entity in future financial years,

including the expected results of those operations, would likely

result in unreasonable prejudice to the consolidated entity.



Directors’ Report

Environment

GrainCorp is committed to ensuring business practices are

conducted in an environmentally responsible manner.

Management of operations and assets are such that adverse

environmental impacts are minimised. Notwithstanding

compliance to environmental laws as a minimum standard,

GrainCorp strives to ensure best practice principles are

adopted in managing environmental issues. Strategies

include, but are not limited to:

• Development and implementation of sound environmental

management systems to ensure legislative requirements

are met;

• Engaging independent specialists to assess current

practice and assist in improvement strategies;

• Develop and encourage employee awareness and

responsibility to environmental issues;

• Monitor performance of the consolidated entity in respect

of environmental issues and adjust processes accordingly;

• Introduce procedural guidelines to address task-specific

environmental concerns.

An important part of the GrainCorp Environmental

Management System includes the recording of any incident

that may have a potential environmental impact. During the

financial year, no fines or penalties were imposed on any

member of the consolidated entity under environmental

regulation and all required environmental licenses and

permits are current.

Occupational Health and Safety

GrainCorp is committed to ensuring compliance with

relevant health, safety and environmental legislation. The

Board requires a best practice approach in these areas and

has implemented appropriate management objectives and

structures and a regular reporting process to ensure that this

objective is achieved. GrainCorp’s health, safety and

environmental policies are under continuous review and are

updated when required. In general terms, GrainCorp’s

policies are designed to eliminate injury to people and to

minimise loss or damage to product stored and handled on

behalf of customers.



Directors’ Report

Information on Directors

Particulars of Directors’ beneficial interest in ordinary shares.

R.L. (Ron) Greentree (Chairman) 757,152 sharesGrower from Merrywinebone, NSW. Principal of an agricultural machinery business and Director of

BRI Australia Ltd. Chairman of Vicgrain Limited and Victorian Grain Services Limited. Chairman of the

Remuneration and member of the Capital Works Review and Equity Committees.

A.D. (Allan) McCallum (Deputy Chairman) Dip Ag.Sc 126,615 sharesGrower from Kerang, Victoria. Director of Vicgrain Limited and Victorian Grain Services Limited. Deputy

Chairman of Pivot Limited, Chairman of Nugrain Pty Limited, Chairman of Farm Horizons Limited and

President of Australian Oilseeds Federation. Chairman of the Capital Works Review and Occupational

Health, Safety and Environment Committees.

T.B. (Tom) Keene (Managing Director) B.Ec, MAICD 170,026 sharesManaging Director of GrainCorp Group and member of the Risk Management Committee. Chairman

of Allied Mills Australia Pty Limited.

W.G. (Graham) Barron 154,982 sharesGrower from Ungarie, NSW. Chairman of the Risk Management Committee and member of the Capital

Works Review Committee.

N. (Nick) Burton Taylor AM B.Ec, ASIA, FCA, FAICD 1,520,038 sharesGrower from Boorowa, NSW. Principal Hillgrove Pastoral Company. Director of Rural Press Limited,

Bankstown Airport Limited, Heggies Bulk Haul Limited and The Australian Agricultural Company Limited.

Member Public Transport Union (Loco Division). Chairman of the Audit Committee, the GrainCorp

Foundation and member of the Remuneration Committee.

R.R. (Ross) Flanery 223,372 sharesGrower from Harden, NSW. Commercial interests in forestry and hydro-electric power. Chairman of the

Equity Committee and member of the Capital Works Review Committee.

R.G. (Rick) Freeman 136,192 sharesGrower from Edgeroi, NSW. Company principal of Norseman Machinery Imports Pty Limited. Member

of the Capital Works Review Committee. Director of GrainCorp Superannuation Pty Limited.

D. (David) Groves B. Com, M.Com, CA 1,633,099 sharesChartered Accountant and Company Director. Director of Masling Industries Pty Limited and Equity

Trustees Limited. Active in the management of companies involved in viticulture and investment.

Member of the Equity, Risk Management and Remuneration Committees.

D.G. (Donald) McGauchie 93,543 sharesGrower from Prairie, Victoria. Director of Reserve Bank of Australia, Director of Telstra Corporation Limited,

Ridley Corporation Limited, National Foods Limited and Deputy Chairman of Australian Wool Testing

Authority Limited. Member of the Equity and Remuneration Committees

J.A. (Julian) Menegazzo B.Sc. 472,365 sharesGrower from Balliang, Victoria. Active in horticulture marketing business. Member of the Audit Committee

and GrainCorp Foundation.

D.B. (David) Trebeck B.Sc.Agr (Hons), M.Ec. 13,158 sharesConsultant, Grower and Company Director from Canberra, ACT. Executive Chairman of ACII Tasman

Pty Limited. Director of Incitec Limited, National Grazing Services Pty Limited. Member of Audit Committee

and OH&S Committee.



Directors’ Report

The particulars of Directors’ beneficial interests in shares are as at the date of this report.

As at the date of this report, Grain Growers Association “GGA” owned 1 Foundation share and 8,253,709 ordinary shares in

GrainCorp Limited. Messrs Greentree, McCallum, Barron, Flanery, Freeman and McGauchie are directors of GGA and members

of GGA. Messrs Burton Taylor, Menegazzo and Trebeck are members of GGA and in that capacity have an interest in the above

shares owned by GGA.

Meetings of Directors

The following table sets out the number of meetings of GrainCorp’s Directors (including meetings of committees of Directors)

held during the twelve months to 30 September 2002, and the number of meetings attended by each director.

Director Board Meetings Committee Meetings

Number held during Number Number held Number

period in office attended during period in office attended

Total Number of Meetings Held

R.L. Greentree 12 12 17 16

A.D. McCallum 12 12 20 20

T.B. Keene 12 12 5 5

W.G. Barron 12 12 11 11

N. Burton Taylor 12 12 11 11

R.R. Flanery 12 11 19 19

R.G. Freeman 12 12 13 13

D. Groves 12 12 13 13

D.G. McGauchie 12 11 9 8

J.A. Menegazzo 12 12 5 5

D.B. Trebeck (Appointed 27/2/02) 7 6 2 2

P.B. Wade (Retired 27/2/02) 5 2 4 2



Directors’ Report

Emoluments of Board Members and Senior Executives

The criteria for reviewing the emoluments of the Managing

Director and senior executive include achievement of

individual performance objectives as defined by the internal

Performance Management System, advice from external

consultants on the prevailing market for equivalent positions,

the company’s overall performance and achievement of key

strategic goals, increased and changed work loads,

increased responsibilities and interaction of the incumbent

with the Board and external parties.

The Remuneration Committee is responsible for ensuring the

emoluments of senior executives reflect their responsibilities

and performance. Further details are provided in the

Corporate Governance Statement in the Annual Report.

Non-executive annual Directors Fees from 1 March 2002 are

$44,700 per director, $111,700 for the Chairman and $74,400

for the Deputy Chairman. With the exception of the Chairman

and Deputy Chairman, additional yearly fees of $4,650 are

paid to directors who are members of committees other than

audit. The Chairman of these committees is paid $6,950.

Yearly fees for the Audit Committee are $6,000 for members

and $8,950 for the Chairman. $1,110 per meeting will be

paid to a director who chairs an ad hoc committee and

$800 per meeting to a director who is a member of an ad

hoc committee. In addition to reimbursement of expenses,

any allowance paid to directors is in line with rates

prescribed for members of the Senior Executive Service,

Australian Public Service.

Retiring non-executive Directors are entitled to an allowance

up to a maximum of their last three years remuneration after

nine years service (pro-rata for a lesser period with a

minimum of three years).

Details of emoluments paid or payable to each director of

GrainCorp Limited and each of the five executive officers

of the company and the consolidated entity receiving the

highest emoluments in the financial year are set out in the

following tables.



Directors’ Report

Non-Executive Directors of GrainCorp Limited

Directors’ Fees Superannuation Total

& Allowances Contributions

$ $ $

R.L. Greentree 109,441 9,056 118,497

A.D. McCallum 89,375 5,513 94,888

W.G. Barron 56,679 6,737 63,416

N. Burton Taylor 55,999 5,748 61,747

R.R. Flanery 50,554 12,679 63,233

R.G. Freeman 49,058 9,757 58,815

D. Groves 57,414 4,728 62,142

D.G. McGauchie 51,842 5,226 57,068

J.A. Menegazzo 49,860 5,274 55,134

D.B. Trebeck (Appointed 27/2/02) 29,446 2,473 31,919

P.B. Wade (Retired 27/2/02) 140,529* 5,180 145,709

* Includes retirement benefit

Note: Directors’ fees include applicable committee fees.

Executive Director of GrainCorp Limited

Salary Bonus Motor Super- Total

Vehicle annuation

Name $ $ $ $ $

T.B. Keene

Managing Director 377,152 97,200 48,878 40,211 563,441

Other Executives of GrainCorp Limited

Salary Bonus Motor Super- Total

Vehicle annuation

Name and position $ $ $ $ $

M. Watts, Chief Financial Officer 362,658* 23,220 - 4,060 389,938

J. Di Leo, Chief Operating Officer 248,818 43,200 41,010 24,435 357,463

A. Johns, Business Development Manager 140,443 21,000 16,040 20,622 198,105

J. Tansley, Southern Division Manager 136,875 17,273 9,091 28,594 191,833

N. Hart, Corporate Services Manager 142,989 9,844 21,192 14,164 188,189

*Includes retirement payment and leave entitlements.

Note: Emoluments reported are those paid or payable for the 12 months ended 30 September 2002. The amounts shown include

fringe benefits tax where applicable.



Directors’ Report

Share Options

Two additional executive options plans were approved by shareholders at the 2002 Annual General Meeting allowing a total of

940,000 shares to be acquired. The number of options granted to the Managing Director and the five most highly remunerated

executives were as follows:

Name and Position Number of Options

Directors

Tom Keene, Managing Director 250,000

Other Executives

M. Watts, Chief Financial Officer * -

J. Di Leo, Chief Operating Officer 100,000

A. Johns, Business Development Manager 50,000

J. Tansley, Southern Division Manager 50,000

N. Hart, Corporate Services Manager 50,000

* Retired.

The options were granted under the executive option plans 2a and 2b.

Unissued ordinary shares of GrainCorp Limited under option at the date of this report are as follows:

Option Plan Number Issue Price Expiry Date

GrainCorp Executive Option Plan 2a 250,000 $8.85 30 September 2005

GrainCorp Executive Option Plan 2b 690,000 $10.93 30 September 2005

A total of 68,000 ordinary shares of GrainCorp Limited were

issued during the year ended 30 September 2002 on the

exercise of options granted under the GrainCorp Executive

Option Plan 1b. The amount paid on each of the shares was

$6.25. No amounts are unpaid on any of the shares.

Since 30 September 2002, 88,000 shares of GrainCorp

Limited were issued on exercise of options granted under

the GrainCorp Executive Option Plan 1c. The amount paid

on each of the shares was $6.25. No amounts are unpaid on

any of the shares.

Insurance of Officers

During the financial year, the consolidated entity has paid, or

agreed to pay, premiums to insure persons who are, or have

been, an officer of the company or a related entity, or any

past, present or future director or officer of the company,

or any of it’s subsidiaries or related entities. The contracts

prohibit disclosure of the amount of the premium paid.

The liabilities insured include costs and expenses that may

be incurred in defending civil or criminal proceedings that

may be brought against the officers in their capacity as

officers of entities in the consolidated entity.

Rounding of Amounts to Nearest Thousand Dollars

The company is of a kind referred to in Class Order 98/0100

issued by the Australian Securities and Investments

Commission, relating to the “rounding off” of amounts in the

directors’ report and financial report. Amounts in the

directors’ report and financial report have been rounded off

to the nearest thousand dollars in accordance with that

Class Order.

Auditor

PricewaterhouseCoopers continues in office in accordance

with Section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of the

directors.

R.L. Greentree

Chairman

Sydney

4 December 2002



Statement of Financial PerformanceConsolidated

Consolidated

2002 2001

$’000 $’000

Revenue from operating activities 688,284 507,203

Other revenue 11,722 12,074

Total revenue from ordinary activities 700,006 519,277

Goods purchased for resale (401,552) (227,566)

Raw materials and consumables used (20,132) (22,704)

Employee benefits expense (86,706) (87,663)

Depreciation and amortisation expenses (41,091) (38,933)

Borrowing costs expense (10,888) (11,884)

Repairs and maintenance (13,459) (15,199)

Other expenses from ordinary activities (58,296) (51,140)

Expenses from ordinary activities (632,124) (455,089)

Shares of net profits of associate accounted for using the equity method (90) -

Profit from ordinary activities before income tax expense 67,792 64,188

Income tax expense (19,189) (19,627)

Profit from ordinary activities after income tax expense 48,603 44,561

Outside equity interests in profit from ordinary activities after income tax 93 19

Net profit attributable to members of GrainCorp Limited 48,696 44,580

Total changes in equity other than those resulting from transactions with owners 48,696 44,580

Cents Cents

Basic earnings per share 121.2 109.4

Diluted earnings per share 118.2 109.0

The above statement of financial performance should be read in conjunction with the attached notes.



Statement of Financial PerformanceDiscussion and analysis of Consolidated

Financial Performance Summary

Profit after tax for the year ended 30 September 2002 was

$48.6 million, compared to $44.6 million for the

corresponding year. Despite lower receivals and exports,

profit after tax increased by $4 million, primarily due to

operational efficiencies and synergies from the successful

merger with Victorian Grain Services Limited. Earnings

before interest, tax, depreciation and amortisation (EBITDA)

also increased from $115.0 million to $119.8 million.

An analysis of revenue and profit after tax by segment is set

out in Note 2. A further review of the operations and results

is contained elsewhere in the Annual Report.

Storage & Handling

GrainCorp received a total of 12 million tonnes of grain,

which was slightly lower than last years 12.1 million tonnes,

and exported 6.8 million tonnes, also lower than the 7.2

million tonnes exported last year. The lower exports

contributed to a higher carryover at 30 September 2002 of

4.7 million tonnes, up from 4.4 million tonnes for the

previous year. The segmented profit for storage & handling

was $102.1 million based on revenue of $280.2 million

(2001: $263.7 million).

Marketing

For the year ended 30 September 2002, Marketing reported

a segmented profit of $7 million which was 32% higher than

the previous year’s profit of $5.3 million. This increase in

profit is a result of a significant increase in revenue from

$254.7 million to $424.2 million. The 67% increase in

revenue is due to increased trading volumes, continued

growth in market share and favourable trading conditions.

Marketing has developed close relationships with end users

of grains and improved throughput of grain through the

storage network. This is now being reflected in better overall

profitability.

Depreciation, Interest and Taxation

Increased depreciation on a higher asset base was offset by

lower borrowing costs due to a reduction in interest rates

and a lower effective tax rate.


as at 30 September 2002 GrainCorp Limited and Controlled Entities

Statement of Financial PositionConsolidated

Consolidated

2002 2001

$’000 $’000

Current Assets

Receivables 95,949 63,748

Inventories 8,588 9,416

Other 7,991 8,611

Total Current Assets 112,528 81,775

Non-Current Assets

Receivables 83 94

Other financial assets 25,695 25,269

Property, plant & equipment 416,402 413,115

Deferred tax assets 6,381 3,319

Intangible assets 8,047 9,224

Total Non-Current Assets 456,608 451,021

Total Assets 569,136 532,796

Current Liabilities

Payables 29,469 26,141

Interest bearing liabilities 42,401 34,449

Current tax liabilities 5,274 2,091

Provisions 28,473 20,380

Total Current Liabilities 105,617 83,061

Non-Current Liabilities

Interest bearing liabilities 145,211 145,972

Deferred tax liabilities 15,884 14,926

Provisions 15,137 15,501

Total Non-Current Liabilities 176,232 176,399

Total Liabilities 281,849 259,460

Net Assets 287,287 273,336

Equity

Contributed equity 96,524 99,531

Reserves 18,430 18,430

Retained profits 172,333 154,987

Total GrainCorp Limited Interest 287,287 272,948

Outside equity interest: - 388

Total Equity 287,287 273,336

The above statement of financial position should be read in conjunction with the attached notes.


as at 30 September 2002 GrainCorp Limited and Controlled Entities

Statement of Financial PositionDiscussion and analysis of Consolidated

Total assets increased by $36.3 million and total liabilities

increased by $22.4 million during the year ended

30 September 2002. The following key transactions were

the main movements in the balance sheet items:

Assets

• Receivables, prepayments and other current assets

increased by $31.6 million primarily due to higher

marketing activity levels;

• Increase in property, plant and equipment through capital

expenditure of $43.9 million, offset by a depreciation

charge of $40.6 million.

Liabilities

• Interest bearing liabilities required for the funding of capital

expenditure and working capital requirements increased

by $7.2 million;

• Increase in current provisions of $8.1 million is mainly due

to a higher final dividend provision. For September 2002,

final dividend declared is 44 cents per share compared to

29 cents per share at the same time last year;

• Payables and other creditors have increased moderately,

reflecting the increased size of GrainCorp’s business.

Shareholders Equity

Contributed equity reduced by $3 million for the year due to:

• Share buy-back of 0.3 million shares for $3.4 million, offset

by

• 68,000 ordinary shares issued for $0.4 million on exercise

of executive share options.



Statement of Cash FlowsConsolidated

Consolidated

2002 2001

$’000 $’000

Cash Flows from Operating Activities

Receipts from customers (inclusive of goods & services tax) 727,417 505,510

Payments to suppliers and employees (inclusive of goods & services tax) (636,105) (384,204)

91,312 121,306

Interest received 238 690

Borrowing costs (10,924) (11,884)

Income taxes paid (18,299) (23,998)

Net Cash Inflow / (Outflow) from Operating Activities 62,327 86,114

Cash Flows from Investing Activities

Cash acquired on merger - 4,192

Payments for property, plant and equipment (46,925) (52,311)

Purchases of investments / business (50) (25,219)

Dividends received 1,917 571

Proceeds from sale of property, plant and equipment 1,760 1,833

Loans repaid by associates 1,577 -

Cash decrease on deconsolidation of group entity 585 -

Loans from related parties - 157

Net Cash Inflow / (Outflow) from Investing Activities (41,136) (70,777)

Cash Flows from Financing Activities

Proceeds from interest bearing liabilities 97,300 55,655

Repayment of interest bearing liabilities (88,099) (1,250)

Payments for shares bought back (3,421) (10,530)

Proceeds from executive share options exercised 425 425

Purchase of Class B shares from GGA - (37,575)

Share buy-back transaction costs (11) (43)

Dividends paid (25,373) (32,211)

Net Cash Inflow / (Outflow) from Financing Activities (19,179) (25,529)

Net increase / (decrease) in cash held 2,012 (10,192)

Cash at the beginning of the financial year (10,618) (426)

Cash at the End of the Financial Year (8,606) (10,618)

The above statement of cash flows should be read in conjunction with the accompanying notes.



Statement of Cash FlowsDiscussion and analysis of Consolidated

Cash Flows from Operating Activities

For the year ended 30 September 2002, net cash inflow from operating activities was $62.3 million, a decrease of $23.8 million

from 2001’s net inflow of $86.1 million. The decrease is due to the higher working capital commitments of the marketing division,

which is reflected in current receivables on the statement of financial position.

Cash Flows from Investing Activities

The significant items in the net cash outflow from investing activities of $41.1 million (2001: Outflow $70.8 million) were:

$ million

Sale of property, plant and equipment 1.8

Dividends received from investments 1.9

Loans repaid by associate companies 1.6

Purchase of property, plant and equipment (46.9)

Cash Flows from Financing Activities

Net cash outflow from financing activities was $19.2 million (2001: Outflow $25.5 million). The major contributors to this years net

outflow were:

$ million

Dividends paid - 2001 final & 2002 interim (25.4)

On-market buy back of ordinary shares (3.4)

Net receipts from borrowings 9.2



Notes to the Consolidated Financial Statements

1.Summary of Significant Accounting Policies

This general purpose financial report has been prepared in

accordance with Accounting Standards, other authoritative

pronouncements of the Australian Accounting Standards

Board, Urgent Issues Group Consensus Views and the

Corporations Act 2001.

The principal accounting policies adopted by GrainCorp

Limited “GrainCorp” and the consolidated entity

(i.e. GrainCorp and its controlled entities GrainCorp

Services Limited “Services”, GrainCorp Operations Limited

“Operations”, GrainCorp Victoria Pty Limited “Victoria”,

GrainCorp National Pty Limited “National”, GrainCorp

Queensland Pty Limited “Queensland”, Victorian Grain

Services Limited “VGS”, Vicgrain Limited “Vicgrain”,

Vicgrain Assets Pty Limited “Assets”, Vicgrain Finance Pty

Limited “Finance”) are stated to assist the general

understanding of these statements.

Unless otherwise noted, the accounting policies adopted

are consistent with those of the previous year.

Comparative information is reclassified where appropriate

to enhance comparability. The accounts are drawn up on

historical cost principles.

New Accounting Standards

As a result of applying the revised accounting standard

AASB 1005 Segment Reporting, a number of comparative

amounts were represented or reclassified to ensure

comparability with the current accounting period.

Principles of Consolidation

The consolidated financial statements incorporate the

assets and liabilities of all entities controlled by GrainCorp

as at 30 September 2002 and the results of all controlled

entities for the year then ended. The effects of all

transactions between entities in the consolidated entity are

eliminated in full. Outside equity interests in the results

and equity of controlled entities are shown separately in

the consolidated statement of financial performance and

statement of financial position respectively.

Where control of an entity is obtained during a financial

year, its results are included in the consolidated statement

of financial performance from the date on which control

commenced. Where control of an entity ceases during a

financial year its results are included for that part of the

period during which control exists.

Investments in associates are accounted for in the

consolidated financial statements using the equity

method. Under this method, the consolidated entity’s

share of the profits or losses of associates is recognised in

the consolidated statement of financial performance, and

its share of post-acquisition movements in reserves is

recognised in consolidated reserves. The cumulative post-

acquisition movements are adjusted against the cost of

the investment. Associates are those entities over which

the consolidated entity exercises significant influence, but

not control.




2.Segment InformationStorage & Marketing Intersegment Consolidation

Handling Eliminations

2002 $’000 $’000 $’000 $’000

Sales to customers outside consolidated entity 265,762 422,522 - 688,284

Intersegment sales 14,397 1,628 (16,025) -

Total sales revenue 280,159 424,150 (16,025) 688,284

Share of net (loss) of associates (90) - - (90)

Other revenue 7,888 3,834 - 11,722

Total segment revenue 287,957 427,984 (16,025) 699,916

Segment result 102,103 6,986 - 109,089

Unallocated expenses (41,297)

Profit from ordinary activities before income tax 67,792

Income tax expense (19,189)

Profit from ordinary activities after income tax 48,603

Segment assets 462,373 67,145 - 529,518

Unallocated assets 39,618

Total assets 569,136

Segment liabilities 241,150 19,541 - 260,691

Unallocated liabilities 21,158

Total liabilities 281,849

Investments in associates - - - -

Unallocated investments in associates 500

Total investments in associates 500

Acquisitions of property, plant and equipment,

intangibles and other non-current segment assets 46,855 70 - 46,925

Depreciation and amortisation expense 40,541 550 - 41,091

Net cash inflow from operating activities 98,368 (7,056) - 91,312

Unallocated cashflows (28,985)

Net cash inflow from operating activities 62,327




2.Segment Information (continued)Storage & Marketing Intersegment Consolidation

Handling Eliminations

2001 $’000 $’000 $’000 $’000

Sales to customers outside consolidated entity 253,856 253,347 - 507,203

Intersegment sales 9,834 1,366 (11,200) -

Total sales revenue 263,690 254,713 (11,200) 507,203

Other revenue 10,571 1,503 - 12,074

Total segment revenue 274,261 256,216 (11,200) 519,277

Segment result 106,789 5,252 - 112,041

Unallocated expenses (47,853)

Profit from ordinary activities before income tax 64,188

Income tax expense (19,627)

Profit from ordinary activities after income tax 44,561

Segment assets 447,667 42,317 - 489,984

Unallocated assets 42,812

Total assets 532,796

Segment liabilities 233,046 9,397 - 242,443

Unallocated liabilities 17,017

Total liabilities 259,460

Investments in associates - - - -

Unallocated investments in associates 50

Total investments in associates 50

Acquisitions of property, plant and equipment,

intangibles and other non-current segment assets 51,255 56 - 51,311

Depreciation and amortisation expense 38,818 115 - 38,933

Net cash inflow from operating activities 106,754 14,552 - 121,306

Unallocated cashflows (35,192)

Net cash inflow from operating activities 86,114




2.Segment Information (continued)

Notes to and forming part of the segment information:

a) The previous industry segments derive revenue from the following operations and activities:

Storage and Handling: includes fees for receival, storage and testing of wheat, other grains and bulk commodities.

Marketing: Marketing and transportation of grain and agricultural products, and the operation of grain pools.

b) Intersegment pricing is on an “arm’s length” basis.

c) The consolidated entity only operates in one geographical segment - Australia.

3.Dividends

Parent Entity

2002 2001

$’000 $’000

Ordinary shares:

Interim dividend paid of 34 cents (2001 - 43 cents)

Franked at 30% (2001 - 34%) 13,713 17,513

Final dividend proposed of 44 cents (2001 - 29 cents)

Franked at 30% (2001 - 30%) 17,632 11,655

31,345 29,168

The franked dividends proposed as at 30 September 2002 will be paid out of existing franking credits or out of franking credits

arising from the payment of income tax in the year ending 30 September 2003.

Consolidated Parent Entity

2002 2001 2002 2001

$’000 $’000 $’000 $’000

Franking credits available

for the subsequent financial year 29,339 22,901 8,353 9,391

Note: The comparative for franking credits available for the subsequent financial year has been restated to reflect the changes that

took place to the dividend imputation system effective from 1 July 2002, introduced by the New Business Tax System (Imputation)

Bill 2002.

The above amounts represent the balances of the franking accounts as at the end of the financial year, adjusted for:

(a) franking credits that will arise from the payment of income tax payable as at the end of the year;

(b) franking debits that will arise from the payment of dividends proposed as at the end of the financial year; and

(c) franking credits that may be prevented from being distributed in the subsequent financial year.




4. Earnings Per Share

Consolidated

2002 2001

Cents Cents

Basic earnings per share 121.2 109.4

Diluted earnings per share 118.2 109.0

Weighted average number of ordinary shares used as the

denominator in the calculation of basic earnings per share. 40,174,806 40,756,968

Weighted average number of ordinary shares and potential ordinary shares

used as the denominator in the calculation of diluted earnings per share. 41,202,806 40,912,968

5. Financial Instruments

GrainCorp and its controlled entities are parties to

derivative financial instruments with associated risk in the

normal course of business in order to hedge exposure to

fluctuations in commodity prices, foreign exchange and

interest rates. Their use is subject to a comprehensive set

of policies, procedures and limits approved by the Board

of Directors.

(a) Commodity Price Risk

The consolidated entity is exposed to grain price

fluctuations through its grain trading activities. To hedge

this commodity price risk, the consolidated entity has

entered into grain commodity futures contracts and grain

commodity options contracts with terms between 2 and

16 months depending on the underlying transactions.

At balance date, net outstanding commodity futures

contracts had a fair value of $189,122,792 (2001 -

$81,038,256) with various maturities up to December

2003. If settled at balance date, these contracts would

have resulted in a net loss of $10,279,000 (2001 - $58,882)

which is offset by an unrecognised net gain on the

underlying transactions being hedged.

Commodity sold and bought options are marked to

market at each balance date. These options with

maturities up to April 2003, if closed out at balance date,

would have resulted in a net gain of $1,088,873 (2001 -

$2,453,113) which may be offset by an unrecognised net

loss on the underlying transactions being hedged.

(b) Foreign Exchange Risk

The consolidated entity hedges against exposures from

grain futures taken in the US, Canada and Europe. When

required to, hedging is undertaken through transactions

entered into in foreign exchange markets. Forward

exchange contracts and currency option contracts have

been used for hedging purposes. The contracts are timed

to mature when the grain futures expire.




5. Financial Instruments (continued)

At balance date, the outstanding foreign exchange contracts are (Australian Dollar equivalent).

2002 2002 Average 2001 2001 Average

A$’000 Exchange A$’000 Exchange

Rate Rate

Buy US Dollars / Sell Australian Dollars

0 - 6 months 41,527 0.5419 1,120 0.5594

6-12 months 955 0.5016 15,563 0.5005

12-18 months - - 883 0.4972

Buy Australian Dollars / Sell US Dollars

0 - 6 months 86,038 0.5396 66,839 0.5326

6-12 months 8,008 0.5370 4,316 0.5097

12-18 months 458 0.5459 2,932 0.5115

Buy Canadian Dollars / Sell Australian Dollars

0 - 6 months 349 0.8596 3,730 0.8071

Buy Australian Dollars / Sell Canadian Dollars

0 - 6 months 31,128 0.8327 16,277 0.7861

6-12 months - - 760 0.7899

Buy Euros / Sell Australian Dollars

0 - 6 months 1,805 0.5540 173 0.5781

Buy Australian Dollars / Sell Euros

0 - 6 months - - 244 0.5329

6-12 months - - 3,922 0.5736

12-18 months - - 1,476 0.5625

As these contracts are hedging future settlement of US, European and Canadian grain and oilseed futures, any unrealised gains or

losses on the contracts, together with the cost of the contracts, are deferred and will be recognised when the underlying

transaction occurs.

The following foreign exchange gains and losses have been deferred.

2002 2001

$’000 $’000

Unrealised gains 1,614 1,105

Unrealised losses (936) (6,839)

Net gain (loss) 678 (5,734)





(c) Interest Rate Swap Contracts

Bank loans of the consolidated entity currently bear an

average variable interest rate of 5.42% (2001: 4.60%). It is

the consolidated entity’s policy to protect part of the loans

from exposure to increasing interest rates. Accordingly, it

has entered into interest rate swap contracts under which

the consolidated entity is entitled to receive interest at

variable rates and is obliged to pay interest at fixed rates.

The contracts require settlement of net interest receivable

or payable each 90 or 180 days. The settlement dates

coincide with the dates on which interest is payable on the

underlying debt.

Swaps currently in place cover 37% (2001: 40%) of the

total borrowings outstanding. The average fixed interest

rate is 6.81% (2001: 7.17%) and the variable rates are

between 0.30% and 0.50% (2001: 0.30% and 0.50%

respectively) above 90 or 180 day bank bill rate.

At 30 September 2002, the notional principal amounts and

periods of expiry of the interest rate swap contracts are as

follows:

2002 2001

$’000 $’000

0-1 years 25,000 5,980

2-3 years 40,000 60,000

The fair values of interest rate swaps are determined as

the difference in present value of the future interest

cashflow, amounting to a financial liability of $1,325,133

(2001: financial liability $3,659,634). GrainCorp also has a

nominal $1.5 million interest rate collar amortising until

March 2003, with an interest cap rate of 5.95% and an

interest floor rate of 4.95%.





(d) Interest Rate Risk Exposures

The consolidated entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial

assets and financial liabilities is set out below:

Average Floating Fixed interest maturing in: Noninterest interest 1 year over 1 year more than interest

rate rate or less to 5 years 5 years bearing Total2002 % $’000 $’000 $’000 $’000 $’000 $’000

Financial assets

Investments 25,695 25,695

Cash and deposits -


Interest rate collar* 5.95 1,500 1,500

Interest rate swaps* 5.41 65,000 65,000

65,000 1,500 - - 121,644 188,144

Financial liabilities

Bank overdrafts 8.45 8,606 8,606

Trade and other creditors 29,469 29,469

Bills payable 5.42 176,100 176,100

Other loans 800 800

Finance leases 7.13 195 1,911 2,106

Interest rate collar* 4.95 1,500 1,500

Interest rate swaps* 6.81 25,000 40,000 65,000

184,706 26,695 41,911 - 30,269 283,581

Net financial assets (liabilities) (95,437)

*notional principal

Average Floating Fixed interest maturing in: Noninterest interest 1 year over 1 year more than interest

rate rate or less to 5 years 5 years bearing Total2001 % $’000 $’000 $’000 $’000 $’000 $’000

Financial assets

Investment 25,269 25,269

Cash and deposits -


Interest rate collar* 5.95 1,250 1,500 2,750

Interest rate swaps* 5.20 65,980 65,980

65,980 1,250 1,500 - 89,017 157,747

Financial liabilities

Bank overdrafts 8.45 10,618 10,618

Trade and other creditors 26,141 26,141

Bills payable 5.01 165,500 165,500

Other loans 1,205 1,205

Finance leases 7.13 826 2,272 3,098

Interest rate collar* 4.95 1,250 1,500 2,750

Interest rate swaps* 7.17 5,980 60,000 65,980

176,118 8,056 63,772 - 27,346 275,292

Net financial assets (liabilities) (117,545)

*notional principal





Reconciliation of Net Financial Assets to Net Assets

2002 2001

$’000 $’000

Net financial assets (liabilities) as above (95,437) (117,545)

Non-financial assets and liabilities

Inventories 8,588 9,416

Property, plant and equipment 416,402 413,115

Intangibles 8,047 9,224

Other assets 14,455 12,024

Provisions (64,768) (52,898)

Other liabilities - -

Net assets per balance sheet 287,287 273,336

(e) Credit Risk

The credit risk on financial assets of the consolidated

entity which have been recognised on the statement of

financial position, other than investments in shares, is

generally the carrying amount, net of any provision for

doubtful debts.

There is potential for the current dry conditions to increase

credit risk through counterparties not being able to meet

their obligations. The consolidated entity considered this

exposure and associated provisions at balance date and

continue to monitor these risks.

6. Full Financial Report

Further financial information can be obtained from the full

financial report which is available free of charge, on

request from the company. A copy may be requested by

calling 1800 809482 (free call). Alternatively, both the full

financial report and the concise report can be accessed

via the internet at www.graincorp.com.au.


Directors’ Declaration

The directors declare that in their opinion, the concise

financial report of the consolidated entity for the year ended

30 September 2002 as set out on pages 40 to 54 complies

with Accounting Standard AASB 1039: Concise Financial

Reports.

The financial statements and specific disclosures included in

this concise financial report have been derived from the full

financial report for the year ended 30 September 2002.

The concise financial report cannot be expected to provide

as full an understanding of the financial performance,

financial position and financing and investing activities of the

consolidated entity as the full financial report, which as

indicated in note 6, is available on request.

This declaration is made in accordance with a resolution of

the directors.

R.L. Greentree

Chairman

Sydney

4 December 2002


Directors’ Declaration


Audit Opinion

In our opinion, the concise financial report of GrainCorp

Limited for the year ended 30 September 2002, set out on

pages 40 to 55 complies with Australian Accounting

Standard AASB 1039: Concise Financial Reports.

This opinion must be read in conjunction with the following

explanation of the scope and summary of our role as auditor.

Scope and Summary of our Role

The concise financial report - responsibility and content

The preparation and content of the concise financial report

for the year ended 30 September 2002 are the responsibility

of the directors of GrainCorp Limited (the Company).

The auditor’s role and work

We conducted an independent audit of the concise financial

report in order to express an opinion on it to the members of

the Company. Our role was to conduct the audit in

accordance with Australian Auditing Standards to provide

reasonable assurance as to whether the concise financial

report is free of material misstatement.

We have also performed an independent audit of the full

financial report of the Company for the financial year ended

30 September 2002. Our audit report on the full financial

report was signed on 4 December 2002, and was not

subject to any qualification. Our audit did not involve an

analysis of the prudence of business decisions made by the

directors or management.

In conducting the audit of the concise financial report, we

carried out a number of procedures to assess whether in all

material respects the concise financial report is presented

fairly in accordance with Australian Accounting Standard

AASB 1039: Concise Financial Reports.

The procedures included:

• testing that the information included in the concise

financial report is consistent with the information in the full

financial report;

• selecting and examining evidence, on a test basis, as

required by auditing standards, to support amounts,

discussion and analysis, and other disclosures in the

concise financial report which were not directly derived

from the full financial report. We did not examine every

item of available evidence;

• reviewing the overall presentation of information in the

concise financial report.

Our audit opinion was formed on the basis of these

procedures.

Independence

As auditor, we are required to be independent of the

Company and its controlled entities and free of interests

which could be incompatible with integrity and objectivity. In

respect of this engagement, we followed the independence

requirements set out by The Institute of Chartered

Accountants in Australia, the Corporations Act 2001 and the

Auditing and Assurance Standards Board.

In addition to our statutory audit work, we were engaged to

undertake other services for the Company and its controlled

entities. In our opinion the provision of these services has

not impaired our independence.

PricewaterhouseCoopers

P J Carney

Partner

Sydney

4 December 2002

to the members of GrainCorp Limited and its Controlled Entities

Independent Audit Report


The Shareholder information set out below was applicable as at 29 November 2002.

A. Distribution of Ordinary Shares

1 - 1,000 6,313

1,001 - 5,000 2,929

5,001 - 10,000 698

10,001 - 100,000 410

100,001 - and over 27

10,377

B. Twenty Largest Shareholders

The names of the twenty largest holders of each class of shares are listed below:

Ordinary SharesNumber of Percentage ofshares held issued shares

1. Grain Growers Association Limited 8,253,709 20.63

2. NBT Pty Ltd 1,470,823 3.68

3. DB Capital Pty Limited 595,568 1.49

4. Mr R Greentree & Mr B Harris 528,640 1.32

5. Victorian Farmers Federation Property Trust Ltd 499,967 1.25

6. UBS Warburg Private Clients 412,081 1.03

7. Janvin Pty Limited 285,168 0.71

8. Linkshore Pty Limited 278,850 0.70

9. Mr G Watsford 261,763 0.65

10. Janvin Pty Limited 250,000 0.62

11. Menegazzo Enterprises Pty Ltd 241,783 0.60

12. R & D Pastoral Pty Ltd 230,950 0.58

13. Mr P Menegazzo 227,867 0.57

14. Rupert Baroona Pty Ltd 200,000 0.50

15. Ms N Der Sarkissian 174,464 0.44

16. Mr P Cameron 173,401 0.43

17. DB Capital 163,408 0.41

18. Accounter Nominees Pty Ltd 140,000 0.35

19. J P Morgan Nominees Australia Limited 139,334 0.35

20. Mr J Menegazzo 127,583 0.32

14,655,359 37

as at 29 November 2002 GrainCorp Limited and Controlled Entities

Shareholder Information


C. Substantial Shareholders

The following shareholder had a substantial shareholding in GrainCorp Limited shares as at 29 November 2002.

Ordinary SharesNumber of Percentage ofshares held issued shares

1 Grain Growers Association Limited 8,253,709 20.63%

D. Voting Rights

The voting rights attached to each class of shares are set out below:

(a) Ordinary shares - on a show of hands every member present in person or by proxy shall have one vote and upon a poll each

share shall have one vote.

(b) Foundation share:

(i) No ordinary resolution can be passed without the affirmative role of the Foundation Share, except for the appointment of

elected Directors;

(ii) For a special resolution, the Foundation Share carried 75% of the total number of votes entitled to be cast.

as at 29 November 2002 GrainCorp Limited and Controlled Entities

Shareholder Information

Australian Stock Exchange

GrainCorp shares are classified under the Miscellaneous

Industrials Index (code GNC) and have been listed on the

Australian Stock Exchange (ASX) since 1998. Share prices

are reported in major daily newspapers and can be

accessed online at www.asx.com.au.

Dividend Policy

GrainCorp has a dividend payout ratio of 65 per cent.

GrainCorp Website

www.graincorp.com.au - GrainCorp’s interactive website

features the current Annual Report and full financials, plus

interim financial reports. News and corporate information is

regularly updated for shareholders. Details of Board

members and executive management team are also

provided.

Shareholder Inquiries

GrainCorp Limited shareholders requiring information

regarding their shareholdings should contact the Company’s

registry at:

Computershare Investor Services Pty Ltd

GPO Box 7045

Sydney NSW 1115

Telephone: 1300 855 080

Fax: (02) 8234 5050

GrainCorp sponsoring broker is:

ABN AMRO Morgans Limited

GPO Box 202

Brisbane QLD 4001

Telephone: 1800 777 946

Removal from Annual Report mailing list

Modernisation of annual reporting processes has meant that

some shareholders would prefer not to receive a hard copy

report. Shareholders can elect not to receive an Annual

Report (but still receive a Notice of Meeting and Proxy Form)

by contacting the share registry.

Design - The Hopkins System Pty Limited

Photography - Ted Sealey

Print Management - Intoprint

Enquiries

Nigel Hart

Company Secretary

GrainCorp Registered Office

Level 10

51 Druitt Street

Sydney NSW 2000

Postal Address:

PO Box A268

Sydney South NSW 1235

Phone: 02 9325 9100

Freecall: 1800 809 482

Fax: 02 9325 9180

MelbourneMelbourne

GeelongGeelongPortlandPortland

LockhLockh

Boree CreekBoree Creek

UranaUrana

ArajoeArajoel

MorundahMorundah

EchucaEchuca

DeniliquinDeniliquin

MathouraMathoura

Barnes CrossingBarnes Crossingossss gg

WakoolWakool

CaldwellCaldwell

BunnalooBunnaloo

PicolaPicola

MoulameinMoulamein

BalranaldBalranald

RochesterRochester

ee

QuambatookQuambatook

ChinkapookChinkapook

ManangatangManangatang

AnnuelloAnnuello

RobinvaleRobinvalevava

LalbertLalbertMeatianMeatian

UltimaUltima

WaitchieWaitchie

GredgwinGredgwin

NaracoorteNaracoorterrNoradjuhaNoradjuha

NhillNhill

WycheproofWycheproofee

Sea LakeSea Lake

MittyackMittyack

ulgoaulgoa

PatchewollockPatchewollock

HopetounHopetoun

AntwerpAntwerp

JeparitJeparit

RainbowRainbow

YaapeetYaapeet WoWoLaLa

SpeedSpeed

TempyTempy

OuyenOuyen

CarwarpCarwarp

Werrim

ull

Werrim

ull

Mering

ur

Mering

ur

Merrine

e

Merrine

e

Torrit

aTo

rrita

Underb

ool

Underb

ool

Murray

ville

Murray

ville

Panit

ya

Panit

ya

byby

YeltaYelta

SunshineSunshine

yy

BallaratBallaratWillauraWillaura

HamiltonHamilton

Swan HillSwan HillSwaSwa

Nyah WestNyah WestNN

PiangilPiangilPP

KooloonongKooloonongoo

rnongrnong

MarMar

MoolortMoolort

BerrybankBerrybank

WestmereWestmere

MurchisonMurchisonEastEast

ColbinabbinColbinabbin

YancoYanco

MurramiMurrami

ColeamballyColeambally

YarrawongaYarrawonga

DookieDookie

St JamesSt James

WarragoonWarragoonWW

WillbriggieWillbriggie

Euabalong WestEuabalong West

Lake CargelligoLake Cargelligo

CobarCobar

Weetha

lle

Weetha

lle

Erigo

lia

Erigo

liaRankinsRankinsSpringsSprings

GoolgowiGoolgowi

MerriwaggaMerriwagga

HillstonHillston

SkiptonSkipton

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