Appendix 4E Preliminary Final Report ABN 42 004 080 264 Financial Year Ended Previous Financial Year Ended (current period) (previous corresponding period) 30 September 2016 30 September 2015 Results for announcement to the market Extracts of the Incitec Pivot Limited results for the financial year ended 30 September 2016 $A mill Revenues from ordinary activities down $Amill 289.6 (7.9%) to 3,353.7 Net profit for the financial year attributable to members of Incitec Pivot Limited down $Amill 270.5 (67.9%) to 128.1 Profit after tax excluding individually material items attributable to members of Incitec Pivot Limited down $Amill 103.4 (25.9%) to 295.2 Franked amount Amount per security per security Dividends cents cents Current period Interim dividend 4.10 4.10 Final dividend 4.60 nil Previous corresponding period Interim dividend 4.40 nil Final dividend 7.40 4.44 Record date for determining entitlements to the final dividend: 16 November 2016 Payment date of final dividend: 13 December 2016 The Dividend Reinvestment Plan (the DRP) will continue to operate at nil discount. The last date to elect to participate in the DRP is 17 November 2016. In accordance with the DRP Rules, the offer price will be calculated as the arithmetic average of the daily volume weighted average market price of the Company’s shares during the 10 trading days commencing on the second trading day after the record date. Current period Previous corresponding period Net tangible asset backing per ordinary security $0.84 $0.80 The information should be read in conjunction with the consolidated financial report, which is set out on pages 45 to 80. For the profit commentary and any other significant information needed by an investor to make an informed assessment of Incitec Pivot’s results please refer to the accompanying Incitec Pivot Limited Profit Report. Conduit foreign income component: Current period Previous corresponding period Interim dividend Interim dividend Ordinary nil Ordinary 4.40 cents Final dividend Final dividend Ordinary 4.60 cents Ordinary 2.96 cents Incitec Pivot Limited Contents Directors’ Report 1 Auditor’s Independence Declaration 43 Financial Report 44 Audit Report 82 Annual General Meeting The Annual General Meeting will be held as follows: Location The Melbourne Exhibition Centre The Auditorium Level 2, 2 Clarendon Street South Wharf VIC 3006 Date 16 December 2016 Time 2.00 pm Approximate date the annual report will be available 18 November 2016 Compliance Statement This report has been prepared under accounting policies which comply with the Corporations Act 2001 (Cth), the Accounting Standards and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001 (Cth). This report uses the same accounting policies as the financial statements prepared under the Corporations Act 2001 (Cth). This gives a true and fair view of the matters disclosed. The financial report is based on accounts which have been audited. For further information, please contact: Investor Relations Charles McGill T: 03 8695 4559 M: 0457 575 390 E: [email protected] Incitec Pivot Limited Directors’ Report The directors of Incitec Pivot Limited (the Company or IPL) present the directors’ report, together with the financial report, of the Company and its controlled entities (collectively referred to in this report as the Group) for the year ended 30 September 2016 and the related auditor’s report. Directors The directors of the Company during the financial year and up to the date of this report are: Name, qualifications and Experience special responsibilities Paul Brasher BEc(Hons), FCA Mr Brasher was appointed as a director on 29 September 2010. He is a non-executive director of Amcor Limited and the Deputy Chairman of the Essendon Football Club. He is also Non-executive Chairman a former director of Perpetual Limited. From 1982 to 2009, Mr Brasher was a partner of Chairman of the Nominations PricewaterhouseCoopers (and its predecessor firm, Price Waterhouse), including five years as Committee the Chairman of the Global Board of PricewaterhouseCoopers. Mr Brasher brings to the Board his local and global experience as a senior executive and director, particularly in the areas of strategy, finance, audit and risk management and public company governance, as well as his experience as a non-executive director of Australian companies with significant overseas operations. Directorships of listed entities within the past three years: • Director, Amcor Limited (since January 2014) • Director, Perpetual Limited (November 2009 – August 2015) Kathryn Fagg FTSE, BE(Hons), Ms Fagg was appointed as a director on 15 April 2014. Ms Fagg is a non-executive member of MCom(Hons), Hon.DBus(UNSW) the Reserve Bank of Australia, and is also a non-executive director of Djerriwarrh Investments Limited and Boral Limited. She is Chair of the Melbourne Recital Centre, Chair of Breast Cancer Non-executive director Network Australia and a board member of the Australian Centre for Innovation. Ms Fagg is also Member of the Health, Safety, President-elect of Chief Executive Women. Ms Fagg was previously President of Corporate Environment and Community Development at Linfox Logistics Group and, prior to that, she held executive roles with Committee BlueScope Steel and Australia and New Zealand Banking Group. Ms Fagg was also a consultant Member of the Remuneration with McKinsey and Co. after commencing her career as a chemical engineer. Committee Ms Fagg brings to the Board extensive executive experience across a range of industries in Australia and Asia, including logistics, manufacturing, resources, banking, professional services and strategy consulting, as well as her experience in managing international subsidiaries for global businesses. Directorships of listed entities within the past three years: • Director, Boral Limited (since September 2014) • Director, Djerriwarrh Investments Limited (since May 2014) Gregory Hayes MAppFin, Mr Hayes was appointed as a director on 1 October 2014. Mr Hayes is also a non-executive GradDipACC, BA, ACA director of The Star Entertainment Group Limited, Precision Group and Aurrum Holdings Pty Ltd. His prior roles include: Chief Financial Officer and Executive Director of Brambles Limited, Non-executive director Chief Executive Officer & Group Managing Director of Tenix Pty Ltd, Chief Financial Officer and Chairman of the Audit and Risk later interim CEO of the Australian Gaslight Company (AGL), CFO Australia and New Zealand of Management Committee Westfield Holdings and Executive General Manager, Finance of Southcorp Limited. Mr Hayes is an experienced executive having worked across a range of industries including energy, infrastructure and logistics. He brings to the Board skills and experience in the areas of strategy, finance, mergers and acquisitions and strategic risk management, in particular in listed companies with global operations. Directorships of listed entities within the past three years: • Director, The Star Entertainment Group Limited (since April 2015) 1 Incitec Pivot Limited Name, qualifications and Experience special responsibilities John Marlay BSc, FAICD Mr Marlay was appointed as a director on 20 December 2006. Mr Marlay is a non-executive director of Boral Limited. He is also the independent Chairman of Flinders Ports Holdings Non-executive director Limited. Mr Marlay is the former Chairman of Cardno Limited, a former Chief Executive Officer Chairman of the Remuneration and Managing Director of Alumina Limited, a former director of Alesco Corporation Limited, Committee Alcoa of Australia Limited and the Business Council of Australia, the former Chairman of the Member of the Audit and Risk Australian Aluminium Council and the former independent Chairman of Tomago Aluminium Management Committee Company Pty Ltd. Mr Marlay brings extensive international experience as a public company chief executive, operational experience including in manufacturing industries as well as non-executive director experience in companies with global operations, particularly in North America. Directorships of listed entities within the past three years: • Director, Boral Limited (since December 2009) • Chairman, Cardno Limited (August 2012 to January 2016, having commenced as a Director in November 2011) Rebecca McGrath BTP(Hons), Ms McGrath was appointed as a director on 15 September 2011. Ms McGrath is currently MASc, FAICD Chairman of Investa Office Management Holdings Pty Limited and non-executive director of Goodman Group and OZ Minerals Limited. She is also an independent director of Scania Non-executive director Australia Pty Ltd and Barristers Chambers Limited. During her 23 year career with BP plc, Chairman of the Health, Safety, Ms McGrath held a number of senior roles including as Chief Financial Officer and Executive Environment and Community Board member for BP Australia and New Zealand. Committee Member of the Audit and Risk Ms McGrath brings to the Board over 20 years experience in the international oil industry, Management Committee senior executive experience in operations and finance, an operational and strategic understanding of occupational health and safety both as an executive and as a director and Member of the Nominations Committee experience gained through significant exposure to manufacturing and supply chain management. Directorships of listed entities within the past three years: • Director, Goodman Group (since April 2012) • Director, Oz Minerals Limited (since November