[] [PGG Wrightson Subscription Agreement PGG Wrightson Limited (PGW) Agria Corporation (Agria) CONTENTS INTRODUCTION 1 IT IS AGREED 1 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 3 2 CONDITIONS 4 2.1 Conditions 4 2.2 Waiver of Conditions 5 2.3 Time for Fulfilment of Conditions 5 2.4 OIO Condition 5 2.5 Waiver Condition 5 2.6 Information 5 2.7 Failure to Fulfil] [Subscription Agreement for Convertible Redeemable Notes PGG Wrightson Limited (PGW) Agria Corporation (Agria) CONTENTS 1 INTERPRETATION 1 1.1 Defined terms 1 1.2 Other references 2 2 ISSUE OF THE NOTES 2 2.1 Issue 2 2.2 Purpose 2 2.3 Preference Share Terms 2 2.4 Issue of Preference Shares 3 2.5 Principal Amount 3 2.6 Evidence of Liability 3 3 CONDITIONS 3] [List of Subsidiaries Name Place of Incorporation Agria Group Limited British Virgin Islands Southrich Limited British Virgin Islands China Victory International Holdings Limited Hong Kong Agria (Singapore) Pte. Ltd. Singapore Aero-Biotech Science & Technology Co., Ltd. PRC Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Name Place of Incorporation Taiyuan Primalights Agriculture Development Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [[Letterhead of Commerce & Finance Law Offices] December 29, 2009 Agria Corporation Ladies and Gentlemen: Sincerely yours,] [[Letterhead of Maples and Calder] Our ref Direct tel E-mail Agria Corporation 29 December 2009 Dear Sirs, Re: Agria Corporation (the “Company”) Yours faithfully,] [[Letterhead of DLA Piper UK LLP Beijing Representative Office] Agria Corporation December 24, 2009 VIA EMAIL Dear Sirs, Yours sincerely,] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our reports dated December 28, 2009, with respect to the consolidated financial statements of Agria Corporation and the effectiveness of internal control over financial reporting of Agria]

[] [PGG Wrightson Subscriptionreement PGG Wrightson Limited (PGW)riarporation (Agria)NTENTS INTRODUCTION 1 IT ISREED 1 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 3 2NDITIONS 4 2.1nditions 4 2.2 Waiver ofnditions 5 2.3 Time for Fulfilment ofnditions 5 2.4 OIOndition 5 2.5 Waiverndition] [Subscriptionreement fornvertible Redeemable Notes PGG Wrightson Limited (PGW)riarporation (Agria)NTENTS 1 INTERPRETATION 1 1.1 Defined terms 1 1.2 Other references 2 2 ISSUE OF THE NOTES 2 2.1 Issue 2 2.2 Purpose 2 2.3 Preference Share Terms 2 2.4 Issue of Preference Shares 3 2.5 Principal Amount] [List of Subsidiaries Name Place oforporationria Limited British Virgin Islands Southrich Limited British Virgin Islands China Victory Internationals Limited Hong Kongria (Singapore)e. Singaporero-Biotechience & Technologyria Brother Biotech (Shenzhen) Name Place oforporation Taiyuan Primalightsriculture Development] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F ofriarporation (thempany); 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F ofriarporation (thempany); 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. c93871exv13w1.htm 7 EX-13.1] [Certification by the Chief Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. c93871exv13w2.htm 8 EX-13.2] [[Letterhead ofmmerce & Finance Law Offices] December29, 2009riarporation Ladies and Gentlemen: Sincerely yours, c93871exv15w1.htm 9 EX-15.1] [[Letterhead of Maples andlder] Our ref Direct tel E-mailriarporation 29December2009 Dear Sirs, Re:riarporation (thempany) Yours faithfully, c93871exv15w2.htm 10 EX-15.2] [[Letterhead of DLA Piper UK Beijing Representative Office]riarporation December24, 2009 VIA EMAIL Dear Sirs, Yours sincerely, c93871exv15w3.htm 11 EX-15.3] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Shareentive Plan ofriarporation of our reportsted December28, 2009, with respect to thensolidated financial statements ofriarporation and the effectiveness of internalntrol over financial reporting ofriarporation,luded in this Annual Report (Form 20-F) for]

[TABLE OFNTENTS INTRODUCTION 1 PART I 2 ITEM 1. Identity of Directors, Senior Management andvisers 2 ITEM 2. Offer Statistics and Expected Timetable 2 ITEM 3. Key Information 2 ITEM 4. Information on thempany 24 ITEM 4A. Unresolved Staffmments 35 ITEM 5. Operating and Financial Review and Prospects] [PGG Wrightson Subscriptionreement PGG Wrightson Limited (PGW)riarporation (Agria)NTENTS INTRODUCTION 1 IT ISREED 1 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 3 2NDITIONS 4 2.1nditions 4 2.2 Waiver ofnditions 5 2.3 Time for Fulfilment ofnditions 5 2.4 OIOndition 5 2.5 Waiverndition] [Subscriptionreement fornvertible Redeemable Notes PGG Wrightson Limited (PGW)riarporation (Agria)NTENTS 1 INTERPRETATION 1 1.1 Defined terms 1 1.2 Other references 2 2 ISSUE OF THE NOTES 2 2.1 Issue 2 2.2 Purpose 2 2.3 Preference Share Terms 2 2.4 Issue of Preference Shares 3 2.5 Principal Amount] [List of Subsidiaries Name Place oforporationria Limited British Virgin Islands Southrich Limited British Virgin Islands China Victory Internationals Limited Hong Kongria (Singapore)e. Singaporero-Biotechience & Technologyria Brother Biotech (Shenzhen) Name Place oforporation Taiyuan Primalightsriculture Development] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F ofriarporation (thempany); 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F ofriarporation (thempany); 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. c93871exv13w1.htm 7 EX-13.1] [Certification by the Chief Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. c93871exv13w2.htm 8 EX-13.2] [[Letterhead ofmmerce & Finance Law Offices] December29, 2009riarporation Ladies and Gentlemen: Sincerely yours, c93871exv15w1.htm 9 EX-15.1] [[Letterhead of Maples andlder] Our ref Direct tel E-mailriarporation 29December2009 Dear Sirs, Re:riarporation (thempany) Yours faithfully, c93871exv15w2.htm 10 EX-15.2] [[Letterhead of DLA Piper UK Beijing Representative Office]riarporation December24, 2009 VIA EMAIL Dear Sirs, Yours sincerely, c93871exv15w3.htm 11 EX-15.3] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Shareentive Plan ofriarporation of our reportsted December28, 2009, with respect to thensolidated financial statements ofriarporation and the effectiveness of internalntrol over financial reporting ofriarporation,luded in this Annual Report (Form 20-F) for]