Microsoft Word - 150302 ASX NZX Ann_Second Court Hearing_final Goodman Fielder Limited ABN 51 116 399 430 ASX/NZX ANNOUNCEMENT 2 March 2015

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

FEDERAL COURT OF AUSTRALIA APPROVES SCHEME OF ARRANGEMENT

Goodman Fielder announces that the Federal Court of Australia ("Court") has today made orders approving the Scheme of Arrangement under which Wilmar International Limited and First Pacific Company Limited will acquire 100% of Goodman Fielder (through an Australian jointly owned entity) via a Scheme of Arrangement ("Scheme").
It is expected that a copy of the Court's orders will be lodged with the Australian Securities and Investments Commission on Tuesday 3 March 2015 at which time the Scheme will become legally effective.
Should this occur, Goodman Fielder will apply for its shares to be suspended from trading on
ASX and NZX from the close of trading on Tuesday 3 March 2015.

Scheme Consideration

Eligible Goodman Fielder shareholders who hold shares on the Scheme Record Date for determining entitlements to receive the Scheme Consideration (10 March 2015) will receive A$0.675 cash per share. Those Goodman Fielder Shareholders will be sent the Scheme Consideration on 17 March 2015 (or as soon as reasonably practicable thereafter).
Any changes to the dates will be announced by Goodman Fielder on ASX and NZX.

******** For further information contact:

Martin Cole
Director, Corporate Affairs
+61 2 8899 7272

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

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

distributed by